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

FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended February 1, 2020January 30, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number 1-32545
DESIGNER BRANDS INC.
(Exact name of registrant as specified in its charter)
Ohio31-0746639
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Ohio31-0746639
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
810 DSW Drive,Columbus,Ohio43219
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (614) 237-7100

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Shares, without par valueDBINew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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

The aggregate market value of voting stockthe registrant's Class A common shares held by non-affiliates of the registrant computed by reference to the price at which such voting stock was last sold, as of August 3, 2019,1, 2020, was $1,037,727,844.$354,868,881.

Number of shares outstanding of each of the registrant's classes of common stock, as of April 24, 2020: 64,291,421March 15, 2021: 64,669,262 Class A common shares and 7,732,786 Class B common shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant'sregistrant's definitive proxy statement relating toProxy Statement for the 20202021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on
Form 10-K.





DESIGNER BRANDS INC.
TABLE OF CONTENTS
Page
Page
PART I
PART II
PART III
PART IV

All references to "we," "us," "our," "Designer Brands," "Designer Brands Inc.," or the "Company" in this Annual Report on Form 10-K (this "Form 10-K") mean Designer Brands Inc. and its subsidiaries.

We own many trademarks and service marks. This Annual Report on Form 10-K may contain trademarks, trade dress, and tradenames of other companies. Use or display of other parties' trademarks, trade dress or tradenames is not intended to and does not imply a relationship with the trademark, trade dress or tradename owner.

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DESIGNER BRANDS INC.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS


ii



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 Annual Report on Form 10-K may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events and financial performance. Examples of such forward-looking statements include references to our future expansion and our acquisitions. You can identify these forward-looking statements by the use of forward-looking 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 Annual Report on Form 10-K are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition to other factors discussed elsewhere in this report, including those factors described under Part I, Item 1A. Risk Factors, somethere 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 uncertainty related to the continued outbreak of the coronavirus disease ("COVID-19"), any future COVID-19 resurgence, and any other adverse public health developments;
risks related to holdingslosses or disruptions associated with our distribution systems, including our distribution and fulfillment centers and our stores, whether as a result of cashCOVID-19, reliance on third-party providers, or otherwise;
our ability to protect the health and investmentssafety of our associates and accessour customers, which may be affected by current or future government regulations related to liquidity;stay-at-home orders and orders related to the operation of non-essential businesses;
risks related to our international operations, including international trade, our reliance on foreign sources for merchandise, exposure to foreign tax contingencies,political, economic, operational, compliance and other risks, and fluctuations in foreign currency exchange rates;
maintaining strong relationships with our vendors, manufacturers, licensors, and retailer customers;
our ability to successfully integrate acquired businesses or realize the anticipated benefits of the acquisitions after we complete our integration efforts;anticipate and respond to fashion trends, consumer preferences and changing customer expectations;
risks related to the loss or disruption of any ofrestrictions on our distribution or fulfillment centers;senior secured asset-based revolving credit facility ("ABL Revolver") and senior secured term loan ("Term Loan") that could limit our ability to fund operations;
our reliance on our loyalty programs and marketing to drive traffic, sales and customer loyalty;
our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations;
failure to retain our key executives or attract qualified new personnel;
risks related to the loss or disruption of our information systems and data and our ability to prevent or mitigate breaches of our information security and the compromise of sensitive and confidential data;
our ability to comply with privacy laws and regulations, as well as other legal obligations;
continuation of agreements with and our reliance on the financial condition of Stein Mart;
our success in growing our store base and digital demand;
our ability to protect our reputation and to maintain the brands we license;
our ability to execute our strategies;
fluctuation of our comparable sales and quarterly financial performance;
uncertain general economic, conditions;political and social conditions and the related impacts to consumer discretionary spending;
our competitiveness with respect to style, price, brand availability and customer service;
the imposition of increased or new tariffs on our products;ability to provide customers cost-effective shopping platforms; and
uncertainty 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.


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PART I

ITEM 1.BUSINESS
ITEM 1.    BUSINESS

Overview

Designer Brands Inc., originally founded as DSW Inc. and incorporated in the state of Ohio in 1969,, is one of North America's largest designers, producers and retailers of footwear and accessories. We operate a portfolio of retail concepts in the U.S. and Canada under the DSW Designer Shoe Warehouse ("DSW"), The Shoe Company and Shoe Warehouse banners. Through Camuto LLC, a wholly owned subsidiary doing business as "Camuto Group," we design and produce footwear and accessories. We also own licensing rights for the Jessica Simpson footwear business and footwear and handbag licenses for Lucky Brand and Max Studio. In partnership with Authentic Brands Group LLC, a global brand management and marketing company, we have a 40% stake in ABG-Camuto, LLC ("ABG-Camuto"), a joint venture that acquired several intellectual property rights, including Vince Camuto, Louise et Cie, Sole Society, CC Corso Como, and others, and focuses on licensing and developing new category extensions to support the global growth of these brands. We have a licensing agreement with ABG-Camuto whereby we pay royalties on our net sales from the brands owned by ABG-Camuto. Our Affiliated Business Group ("ABG") partners with other retailers to help build and optimize their in-store and online footwear businesses by leveraging our sourcing network to produce a merchandise assortment that meets their needs. ABG currently provides services to 282 Stein Mart stores, Steinmart.com, and a Frugal Fannie's store through ongoing supply arrangements.

We present three reportable segments: the U.S. Retail segment, the Canada Retail segment, and the Brand Portfolio segment. The U.S. Retail segment includes stores operated in the U.S. underoperates the DSW Designer Shoe Warehouse ("DSW") banner andthrough its relatedU.S. stores and e-commerce site. The Canada Retail segment which is the result of the Town Shoes Limited ("TSL") acquisition, includes stores operated in Canada underoperates The Shoe Company, Shoe Warehouse, and DSW Designer Shoe Warehouse banners through its Canada stores and related e-commerce sites. Together, the U.S. Retail and Canada Retail segments are referred to as the "retail segments." The Brand Portfolio segment which is the result of the Camuto LLC acquisition, earns revenue from the sale of wholesale products to retailers, commissionscommission for serving retailers as the design and buying agent for products under private labels ("First(which we refer to as "First Cost"), and the sale of branded products onthrough the direct-to-consumer e-commerce sites. Our other operating segments, including ABG, are below the quantitative and qualitative thresholds for reportable segments and are aggregated into Other for segment reporting purposes.site at www.vincecamuto.com.

Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year 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, but occasionally will contain an additional week resulting in a 53-week fiscal year. The periods presented in these financial statements and selected financial data each consisted of 52 weeks, except for fiscal 2017 which consisted of 53 weeks.

Recent DevelopmentsRetail Segments

In March 2020, the World Health Organization declared the coronavirus ("COVID-19") outbreak a pandemic, which continues to spread throughout North America and worldwide. The health and safety of our customers and employees remain our top priority as we continue to make decisions during this rapidly evolving situation. We have taken decisive actions across our businesses to help protect employees, customers and others in the communities we serve. As a measure to limit the spread of the virus, effective March 18, 2020, we temporarily closed all of our storesBanners

Our DSW banners, both in the U.S. and Canada. in Canada, are the destination for on-trend and fashion-forward footwear and accessory brands at a great value every single day. We offer a wide assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids. The Shoe Company and Shoe Warehouse banners in Canada offer on-trend footwear and accessory brands that target every-day family styles at a great value every single day. We offer a select assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids, with a significant number of our products geared towards athletic and kids.

Our e-commerce business will continue to be available toplatforms offer customers access from a variety of devices through the Internet, with mobile-optimized sites, and our stores will be usedmobile application. Our omni-channel capabilities allow customers to order a wide range of styles, sizes, widths and categories. Online orders in the U.S. and Canada can be fulfilled from any one of our stores. Online orders from the U.S. can also be fulfilled from our fulfillment center or directly from our suppliers (referred to as "drop ship"). Our order routing optimization system determines the best location to fulfill digitally demanded products, which allows us to optimize our operating profit. To further meet customer demand of online ordershow they receive products, we provide our customers options to Buy Online Pick Up in Store, Buy Online Ship to Store, and Curbside Pickup. Likewise, returns may be shipped to us or brought back to any of our locations.

Assortment

We sell a large assortment of brand name, designer and exclusive branded merchandise. During fiscal 2020, we experienced a shift in customer preferences from dress toward casual and athletic offerings (referred to as "athleisure"). We plan to continue to expand our athleisure and kids’ products, and offer customers stylish exclusive brands, including the Vince Camuto, Lucky, and Jessica Simpson brands. We believe that our increased penetration in the athletic market, coupled with our historical success in dress and seasonal with a fully integrated supply chain supported by our Brand Portfolio segment, position us to be a premier footwear retailer for the entire family's needs over the long term.

We purchase directly from approximately 480 domestic and foreign vendors. During fiscal 2020, the retail segments purchased approximately 8% of our merchandise through the Brand Portfolio segment, including First Cost sourced exclusive branded products and wholesale purchases of licensed products. Our other vendors include suppliers who manufacture their own merchandise, or availablesupply merchandise manufactured by others, or both. Our top three unrelated third-party vendors in the aggregate supply approximately 22% of our retail merchandise.

We separate our merchandise into four primary categories: women’s footwear, men’s footwear, kids' footwear, and accessories and other. Refer to Note 3, Revenue, of the Consolidated Financial Statements of this Form 10-K for curbside pickup. During this unprecedented periodthe U.S. Retail and Canada Retail segments' total net sales attributable to each merchandise category.

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Loyalty Programs

We invite customers to join our VIP rewards programs, where members in the U.S. and Canada earn points towards discounts on future purchases. As of uncertainty,January 30, 2021, we have approximately 30 million members enrolled in place business continuity plans involving adjustmentsour loyalty programs who have made at least one purchase over the last two years. In fiscal 2020, shoppers in the loyalty programs generated approximately 84% of the combined U.S. Retail and Canada Retail segments' net sales. We believe that our VIP rewards programs continue to operational plans,provide timely customer insights and create stronger customer engagement while driving a higher-than-average level of customer spend.

Distribution and Fulfillment

For our U.S. Retail segment operations, the majority of our inventory disciplines, liquidity management, and reductionsis shipped directly from suppliers to our expensedistribution center in Columbus, Ohio and capital expenditure plans. Such measures include implementing temporary leaves of absence for over 80%a West Coast facility operated by a third party, where the inventory is then processed, sorted and shipped to one of our workforce without direct paypool locations located throughout the country and pay reductions for nearly all employees not placedthen on temporary leave. The COVID-19 outbreakto the stores. Our inventory can also be shipped directly from our fulfillment center, also located in Columbus, Ohio, and supported by a third-party service provider, to our customers. For our Canada Retail segment, we engage a logistics service provider to receive purchases and distribute them to our stores. Through our ship-from-store capability, both in the U.S. and in Canada, inventory is shipped directly from our stores to customers. Through our drop ship program, inventory is shipped from the vendor's warehouse directly to the customer.

Inventory management is important to our business as we manage our inventory levels based on anticipated sales and the temporary closure of alldelivery requirements of our stores has had a material adverse impactcustomers. Our inventory strategy is focused on continuing to meet consumer demand while improving our business, liquidity, financial condition,efficiency over the long term by putting systems and results of operations.processes in place. During fiscal 2020, we made significant efforts to reduce our inventory exposure and increase our focus on athletic, casual kids, and the top 50 brands in footwear.

On November 5, 2018, we completed the acquisition ofBrand Portfolio Segment

Our Brand Portfolio segment designs, develops and sources in-season fashion footwear and accessories through Camuto LLC, a footwearwholly owned subsidiary doing business as "Camuto Group," for the sale of wholesale merchandise to our retail segments and other retailer customers. Our First Cost model earns commission-based income for serving retailers as their design and brand development organization, frombuying agent while leveraging our overall design and sourcing infrastructure. In addition, we sell branded products on the direct-to-consumer e-commerce site at www.vincecamuto.com. Refer to Note 3, Revenue, of the Consolidated Financial Statements of this Form 10-K for the Brand Portfolio segments' total net sales attributable to each channel.

Licensing Rights

Through Camuto Group, we own footwear, and in some cases handbag, licensing rights of Jessica Simpson, Lucky Brand, and, through a joint venture, Jennifer Lopez. In partnership with Authentic Brands Group LLC, (the "Sellers"a global brand management and marketing company, we have a 40% stake in ABG-Camuto, LLC ("ABG-Camuto"). The acquisition, a joint venture that acquired several intellectual property rights, including Vince Camuto, Louise et Cie, and others. ABG-Camuto is responsible for the growth and marketing of Camuto LLC gives us the capabilitiesbrands held by the joint venture. We have entered into a licensing agreement with ABG-Camuto whereby we pay royalties to integrate Camuto Group produced products intoABG-Camuto, with the royalty expense included in our retail distribution networkscost of sales on the consolidated statements of operations, based on the sales of footwear, handbags and jewelry, subject to guaranteed minimums. ABG-Camuto also earns royalties on sales from their existing national brands andthird parties that license the brand names to produce non-footwear product categories. Given our exclusive branded products. Also on November 5, 2018, we formed the ABG-Camuto joint venture.

On May 10, 2018, we acquired the remaining40% ownership interest in TSL thatABG-Camuto, we did not previously own. Beginning with our second quarter of fiscal 2018, TSL ceased being accounted forrecognize earnings under the equity method, which is included within the Brand Portfolio segment as ABG-Camuto and considered an integral part of accountingthe Brand Portfolio segment business.

Sourcing and was accounted for as a consolidated wholly owned subsidiary. Subsequent to the acquisition, and as a resultDistribution

We source each of our strategic review,product lines based on the individual design, style and quality specifications of the products. We do not own or operate manufacturing facilities; rather, we exiteduse our sourcing offices in China and Brazil to procure our products from third-party manufacturers. Prior to production, our sourcing offices inspect samples and prototypes of each style and monitor the Town Shoes bannerquality of the production process. We manage our inventory levels based on existing orders and anticipated sales. During fiscal 2020, we adjusted production to be more aligned with customer demand as we saw a shift away from traditional dress and seasonal.

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The manufacturers of our products are required to meet our quality, human rights, local compliance, safety and other standard requirements. These vendors are expected to respect local laws, rules and regulations of the countries in Canada during fiscal 2018.

On March 4, 2016, we acquired Ebuys, Inc. ("Ebuys"), an off-price footwearwhich they operate and accessories retailer operating in digital marketplaces. Duehave pledged to recurring operating losses incurred by Ebuys since its acquisition, as well as increased competitive pressuresfollow the standards set forth in the digital marketplace, we decidedCompany’s Vendor Code of Conduct, which details our dedication to exithuman rights, labor rights, environmental responsibility, and workplace safety. The majority of our inventory is shipped directly from factories in foreign countries to our distribution center in Westampton, New Jersey, where our wholesale inventory is then processed, sorted and provided to our customers' shipping carriers.

The following table presents the business and ended all operations in early fiscal 2018.percentages of the Brand Portfolio segment's merchandise units sourced by country:
Fiscal
20202019
China73 %83 %
Vietnam13 %%
Brazil%%
All other foreign locations%%

Competition

The footwear market is highly competitive with few barriers to entry. We compete against a diverse group of manufacturers and retailers, both small and large, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, brand-oriented discounters, multi-channel specialty retailers and brand suppliers. In addition, our wholesale retailer customers sell shoes purchased from competing footwear suppliers with owned and licensed brands that are well-known. Many of these suppliers invest significantly in marketing their brands. In our retail segments, manywell known.

Human Capital Resources

We believe the strength of our competitors generallyworkforce is critical to our success. Our associates strive every day to create a welcoming and inclusive environment for our customers. One of our core strategies is to invest in and support our associates to differentiate our products and experiences in the competitive footwear market, including the following areas of focus described below.

Workforce

Our key human capital management objectives are to attract, retain, and develop the highest quality talent. To support these objectives, our human resources programs are aimed to:
develop associates to prepare them for critical roles and leadership positions for the future;
reward and support associates through competitive pay, benefit, and perquisite programs;
enhance our culture through efforts aimed at making the workplace more engaging and inclusive;
acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce;
engage associates as brand ambassadors of our products and experiences; and
evolve and invest in technology, tools, and resources to support our associates at work.

As of January 30, 2021, we employed approximately 11,400 people worldwide, including approximately 9,500 in the U.S. During fiscal 2020, the COVID-19 pandemic had a significant impact on our business, operations, and workforce and resulted in significant variances in our human capital metrics, such as headcount, compared to prior years.

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Total Rewards

To remain an employer of choice and maintain the strength of our workforce, we consistently assess the current business environment and labor market to refine our compensation practices, benefit programs and other associate resources. We have a history of investing in our workforce and offer comprehensive, relevant, and innovative benefits to eligible associates in the U.S.

Compensation Related-
We provide market competitive wages and salaries, targeting the middle of the market in most cases.
We establish a more limited assortment at higher initial pricesminimum starting pay rate for each U.S. store that exceeds the federal minimum wage and typically exceeds the state minimum wage.
Our incentive plans provide additional cash compensation upon the achievement of results that exceed defined Company goals and are available to store management, distribution center, call center, and corporate support center associates.
We provide stock-based long-term incentives for leaders that align with the interests of shareholders.
We provide retirement benefits through our safe harbor 401(k) Plan, with employer matching contributions up to 4% of associate contributions.

Health & Wellness Related-
For fiscal 2020, we adopted a special COVID-19 paid leave policy that provided up to two weeks of pay for associates who contracted the virus, were involuntarily quarantined because of the virus, or were without work due to changes in our store hours or production schedules as a result of the virus.
Subsidized backup childcare is provided to "front-line" associates who work in our stores, distribution centers, and the call center who need emergency childcare services, especially in light of the COVID-19 pandemic.
All associates are provided free access to a national network resource to locate babysitters and nannies, cleared by a background check, as well as discounts on tutoring, and day care centers.
Free counseling and support, including access to licensed counselors and work/life and bereavement specialists, is available to all associates and family members 24/7/365. In addition to telephonic access, virtual tools were added in fiscal 2020 to better meet the needs of our associates.
To better support our associates’ mental health and well-being, we conducted Mental Health First Aid training with our human resources personnel who support various associate populations through a program created by Mental Health America.
Comprehensive health insurance coverage is available to all full-time associates through multiple medical plans, which also include prescription and vision insurance. Other benefits provided to associates and their dependents who are enrolled in a less convenient format than usmedical plan include:
Concierge care coordinators and without the benefitsnurses who provide assistance with all aspects of our customer loyalty programs.health plan including clinical support for health conditions, locating high quality doctors, enrolling in benefit plans, advocating to resolve insurance billing issues, connecting to available community resources and answering member benefit questions.
Unlimited telemedicine access to U.S. board-certified physicians, via phone or video conference, is available to all full-time associates for general medical, dermatology, and mental health services.
Fertility services are available through a premier fertility partner who provides concierge support and access to leading fertility centers of excellence across the nation. Our medical plan covers up to two cycles of IVF or other fertility services in addition to necessary fertility medication and testing.
Maternity and parenting tools to assist before, throughout, and beyond pregnancy are available to all full-time associates through a navigation application with capabilities to phone or text a nurse. The application helps associates discover tools and resources available throughout a maternity/paternity leave of absence, as well as the subsequent return to work. In addition, we believewelcome the arrival of new family members with an after-birth care package.
Paid leave time programs are available to all full-time associates and include short-term disability, paid parental leave, military pay, jury duty, and bereavement pay.
Free legal help is available to all associates in areas such as civil/criminal needs, family disputes, immigration law, landlord/tenant issues, and basic document preparation.
Free financial help, including debt counseling, lease/purchase guidance, taxes, financial planning, and college funding, is available to all associates.
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Adoption assistance is available to all full-time associates with reimbursement up to $10,000 of eligible expenses for each adoption.
Tuition reimbursement up to $5,250 per year is available to all full-time associates and matched tuition benefits are available through an accredited online university partner.
Discounts for all associates on DSW, American Eagle Outfitters/Aerie, and American Signature/Value City Furniture products.
Associate accomplishments and work anniversaries, starting with one year of service, are recognized and rewarded through our web based "Inspire Greatness" recognition program.

Diversity, Equity, & Inclusion ("DE&I")

We support diversity, equity, and inclusion. We believe:
Diversityis the celebration of the ways we successfully compete against retailers who have attempted to duplicate our format because they typically offer assortments with fewer recognizable brands and more styles from prior seasons, unlike our current on-trend merchandise. We believe our stores provide a competitive advantage that drives growth through customer engagement by using self-service fixtures, stimulating digital sales, and providing a convenient location for customers to pick up and return products ordered online,are alike, as well as serving as geographically appropriate shipment centers for our digitally demanded products. In our Brand Portfolio segment, we compete primarily based on providing fashion-forward styles at high quality standards along with strong customer relationships.unique.

Retail Segments

The following table presents the number of stores we operated at the end of each of the last three fiscal years by segment and by banner:
 February 1, 2020 February 2, 2019 February 3, 2018
U.S. Retail segment - DSW Designer Shoe Warehouse521
 516
 512
Canada Retail segment:     
The Shoe Company / Shoe Warehouse118
 112
 
DSW Designer Shoe Warehouse27
 27
 
 145
 139
 
Total666
 655
 512

Our growth strategy is to strengthen our position as a leading footwear and accessories retailer by expanding into new markets with the appropriate banners and store format, extending our customer reach through new categories and services, expanding our offering of exclusive brands, and creating a differentiated customer experience and strong value proposition. With our stores playing a key role in supporting our strong online demand growth and increasing fulfillment of that demand, we are regularly evaluating our real estate strategy to optimize how we can best serve the customers' shopping preferences. Our evaluation of potential new stores integrates information on demographics, co-tenancy, retail traffic patterns, site visibility and accessibility, store size and configuration, and lease terms. Our real estate decision-making entails an analysis of underlying demand for our products through both physical and digital channels. Our analysis also considers current penetration levels in markets we serve and our ability to deepen our market share and acquire new customers.

Banners

Our DSW banner stores, both in the U.S. and in Canada, are the destination for on-trend and fashion-forward footwear and accessory brands at a great value every single day. DSW stores tend to serve larger markets and average approximately 20,300 square feet. We offer a wide assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids in stores and on e-commerce platforms.

The Shoe Company and Shoe Warehouse banner stores located in Canada offer on-trend footwear and accessory brands that target every-day family styles at a great value every single day. The Shoe Company and Shoe Warehouse stores tend to serve mid- to smaller markets and average approximately 5,300 square feet. We offer a select assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids in stores and on e-commerce platforms, with a significant number of our products geared towards athletic and kids.


Our strong retail market position with all of our banners is driven by our competitive strengths in assortment, convenience, and value as described in more detail below.

Assortment

Our goal is to excite our customers with a competitive, compelling assortment of shoes and complementary accessories and services that fulfill a broad range of style and fashion preferences. We sell a large assortment of brand name, designer and exclusive branded merchandise. We purchase directly from over 580 domestic and foreign vendors, primarily in-season footwear that can be found in specialty and department stores. We offer a broad assortment of handbags, hosiery, jewelry and other accessories that appeal to our brand and fashion-conscious customers.

During fiscal 2019, the retail segments purchased approximately 6% of our merchandise through the Brand Portfolio segment, including First Cost sourced exclusive branded products and wholesale purchases of licensed products. By the end of fiscal 2020, we will have transitioned the sourcing of most of the exclusive branded products to the Brand Portfolio segment. Our other vendors include suppliers who manufacture their own merchandise, or supply merchandise manufactured by others, or both. Most of our domestic vendors import a large portion of their merchandise from abroad. We have quality control programs under which our buyers are involved in establishing standards for quality and fit, and we examine incoming merchandise in regard to color, material and overall quality. As our sales volume grows, we believe there will continueEquity compels us to be adequate sources availablefair, while also recognizing the need to acquire a sufficient supply of quality merchandisetreat others differently in a timely manner and on satisfactory economic terms. Our top three third-party vendors in the aggregate supply approximately 21% of our retail merchandise.

Our merchandising group continuously monitors current fashion trends, as well as historical sales trends, to identify popular styles and styles that may become popular in the upcoming season. We track performance and sales trends on a weekly basis and have a flexible buying process that allows us to reorder successful styles and cancel under-performing styles throughout each season. To keep our product mix fresh and on target, we test new fashions and actively monitor sell-through rates. We also identify new vendor and product category opportunities.

We separate our merchandise into four primary categories: women’s footwear, men’s footwear, kids' footwear, and accessories and other. The following table presents the percentages of the retail segments' total net sales attributable to each merchandise category:
 Fiscal
 2019 2018 2017
Women's footwear66% 67% 69%
Men's footwear20% 21% 22%
Kids' footwear7% 5% 2%
Accessories and other7% 7% 7%

Convenience

We provide our customers with the highest level of convenience based on our belief that customers should be empowered to control and personalize their shopping experiences.

In stores, our merchandise is displayed on the selling floor with self-service fixtures to enable customers to view and touch the merchandise. We believe this shopping experience provides our customers with maximum convenience as they are able to browse and try on merchandise without feeling rushed or pressured to make a purchasing decision. Merchandise is organized in a logical manner that groups together similar styles by gender, such as dress, casual, athletic, kids, and seasonal merchandise, for easy browsing.

Our omni-channel capabilities create an endless aisle for the customer. Customers can order additional styles, sizes, widths and categories. Online orders in the U.S. and Canada can be fulfilled from any one of our stores. Online orders from the U.S. can also be fulfilled from our fulfillment center or directly from our suppliers (referred to as "drop ship"). To further meet customer demand of how they receive products, we provide our customers options to buy online, pickup in store and buy online, ship to store.

Our order routing optimization system determines the best location to fulfill digitally demanded products, which allows us to optimize our operating profit. The fulfillment center processes U.S. orders, which are shipped to a customer's home or to a store

when an order is placed online and a customer requests it to be shipped to store. Orders originating from a store that cannot be fulfilled immediately in that store can either be fulfilled from our ship from store capability, from the fulfillment center (in the U.S.), or drop shipped from a vendor's warehouse.

Value for Our Customers

Our buying organization aims to provide customers with high quality, in-season fashion styles at attractive prices compared to the sale prices found at specialty retailers and department stores. In addition, we provide additional value through our VIP rewards programs in the U.S. and Canada where members earn points towards discounts on future purchases. Members also receive promotional offers and gifts with purchase offers. We employ a variety of methods, including email, direct mail and social media, to communicate exclusive offers to our rewards members. We have approximately 32 million members enrolled in our loyalty programs who have made at least one purchase over the last two years. In fiscal 2019, shoppers in the loyalty programs generated approximately 91% of the combined U.S. Retail and Canada Retail segments' net sales.

Brand Portfolio Segment

Our Brand Portfolio segment designs, develops and sources fashion footwear and accessories. We provide retailer customers and consumers a portfolio of licensed brands, including Vince Camuto, Louise et Cie, Sole Society, CC Corso Como, Jessica Simpson, Lucky Brand, and others. The Brand Portfolio segment earns revenue from the sale of wholesale products to retailers, First Cost commissions, and the sale of branded products on direct-to-consumer e-commerce sites, which include www.vincecamuto.com and www.solesociety.com. Wholesale retailer customers and First Cost customers include department stores, specialty stores, value priced retailers, national chains and online retailers. The Brand Portfolio segment sells branded products to the Company's retail segments and ABG.

Product Design

We have established a reputation for quality, on-trend merchandise. Our design teams are responsible for the creation and development of new product styles by utilizing our proven design process. Our designers monitor trends in footwear and apparel and work closely with our retailer customers to identify consumer preferences. Our future success will depend on our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations. We believe our design process provides us with a competitive advantage allowing us to mitigate the risk of incurring costs associatedinadvertently perpetuating systemic barriers.
Inclusion is the act of ensuring our differences are not only acknowledged, but also welcomed and valued.

We strive to inspire self-expression, authenticity, and empowerment to drive the best possible experiences for our associates, customers, and communities. Formal ways for associates to get involved and help advance our DE&I strategy include:
Business Resource Groups ("BRGs") are voluntary, associate-led groups organized around a common diversity dimension to foster an inclusive, engaging work environment for all.
Community Interest Groups ("CIGs") are voluntary, associate-led groups based on a common passion or interest to drive a sense of community and shared purpose.
Councils are voluntary, associate-led groups organized to create a sense of inclusion and belonging for those who work in our stores, distribution centers, and fulfillment centers.

No group is exclusive; all groups are open to any associate who wants to join, and associates can be a member of one or more groups. Our BRGs, CIGs and Councils provide a unique strategic perspective of shared experience, background, and allyship, while promoting diversity in our workplace and community.

Our DE&I principles are also reflected in our associate training programs, which address our policies against harassment, bullying, and bias in the workplace. In fiscal 2020, a Racism Matters webinar series was utilized to address systemic racism and ensure we continue to create an inclusive culture for all associates. Recognizing and respecting our customer base, we strive to maintain a diverse and inclusive workforce. In the U.S., over 80% of our associates are female and over 50% of the associate population is comprised of people of color. Additionally, women make up 40% of the Company’s Board of Directors.

Mr. Rawlins, Designer Brands' Chief Executive Officer ("CEO"), is a proud signatory of the CEO Action for Diversity & Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. This demonstrates our goals of cultivating open dialogue, expanding diversity training, sharing best practices with other companies, and engaging our Board of Directors in the evaluation of our progress. For the second year in a row, Designer Brands has been recognized for its LGBTQ+ inclusion efforts with a perfect score on the Human Rights Campaign’s ("HRC") Corporate Equality Index. A perfect score places us on HRC’s "Best Places to Work for LGBT Equality" list.

We are on a journey to promote greater levels of DE&I in everything we do. While much progress has been made, we know there is still a long way to go. We will continue to challenge our own biases, initiate difficult conversations in meaningful ways, engage diverse perspectives to drive innovation, and intentionally evolve our operating strategies to advance this important work.

Talent Development

To help our associates succeed in their roles, we emphasize continuous learning and development opportunities. Training provided through our online learning platform includes a wide variety of topics and is designed to address the needs of our entire workforce, from entry-level associates to our most senior executives. We invest resources in professional development and growth as a means of improving associate performance, engagement, and retention. During fiscal 2020, over 11,000 associates took training courses via our online learning platform. We believe that our continued focus on frequent and constructive performance feedback, talent reviews, succession planning, and retention, have contributed to a strong internal promotion rate.

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Associate Engagement

We provide all associates with the productionopportunity to share their opinions and feedback on their employment experience through an engagement survey that is generally performed every two years across all business segments. Results of the survey are measured and analyzed with a goal of enhancing the associate experience, strengthen engagement and retention, and drive change. In addition to Company-led surveys, leaders are encouraged to conduct "skip level" touch bases, host round table chats, and conduct follow-up activities to better understand associate feedback. Also, upon exiting the Company, associates who voluntarily leave the business are provided an exit survey to help us measure satisfaction and engagement specific to what factors may have contributed to pursing another opportunity.

DBI Gives

We strive to give back and DBI Gives is our philanthropic program that has two main areas of focus:
1.Empowerment- Support organizations that prioritize empowerment and build self-confidence without discrimination.
2.Community- The places where we live and work mean everything to us. As a result, we support the organizations that put local communities first.

DBI Gives has three primary areas of partnership:
1.SOLES4SOULS- Soles4Souls creates sustainable jobs and provides relief through the distribution of less desirable designs.shoes and clothing around the world. Since 2006, Soles4Souls has distributed more than 30 million pairs of new and gently worn shoes. We are proud to have donated nearly four million of those pairs during our partnership.

2.Two Ten Footwear Foundation- Two Ten provides scholarships and financial aid to people working in the footwear industry, as well as free counseling and community resources.
Sourcing3.Hometown Partnerships- We continually focus on what it means to be a good corporate citizen. From annual United Way fundraisers, American Red Cross blood drives, local nonprofit partnerships, and Distributionassociate volunteering efforts, we always look for ways to help and better the communities in which we operate.

We source eachGovernment Regulations

Our business activities are global and subject to various federal, state, local, and foreign laws, rules and regulations. For example, substantially all of our product lines based onimport operations are subject to complex trade and customs laws, regulations and tax requirements such as sanctions orders or tariffs set by governments through mutual agreements or unilateral actions. In addition, the individual design, style and quality specifications of the products. We do not own or operate manufacturing facilities; rather, we use our sourcing officescountries in China and Brazil to procure our products from third-party manufacturers. We are able to achieve consistent quality, competitive prices and on-time delivery based on the established relationships we have with these manufacturers. Prior to production, our sourcing offices inspect samples and prototypes of each style and monitor the quality of the production process. The manufacturers ofwhich our products are requiredmanufactured or imported may from time to meettime impose additional duties, tariffs or other restrictions on our quality, human rights, local compliance, safetyimports or adversely modify existing restrictions. Changes in tax policy or trade regulations, the disallowance of tax deductions on imported merchandise, or the imposition of new tariffs on imported products, could have an adverse effect on our business and other standard requirements.

The following table presents the percentagesresults of the Brand Portfolio segment's merchandise units sourced by country for fiscal 2019:
Percent of Units Sourced
China83%
Vietnam8%
All other foreign locations9%

We utilize a state-of-the-art distribution center in New Jersey to receive, sortoperations. Compliance with these laws, rules and distribute our products to retailer customers and for drop ship orders.


Backlog

Most of the wholesale orders we receive are for deliveries over the following 180 days, subject to any subsequent cancellations. The backlog of wholesale orders at any particular time is affected by a number of factors, including cancellations, seasonality, the volume of customer e-commerce drop ship orders we fulfill, and the timing of wholesale customer purchases of our products. For example, wholesale customers are moving towards more frequent orders at lower volumes per order. Accordingly, a comparison of backlog from period to period mayregulations has not be indicative of eventual shipments. This is particularly true in light of recent events resulting from the COVID-19 pandemic, which has resulted in material cancellations. As of February 1, 2020, we had, a backlog of unfilled wholesale customer orders of $49.3 million, with subsequent cancellations of $30.2 million as a result of COVID-19. This compares to backlog of unfilled wholesale customer orders of $89.1 million as of February 2, 2019. The amount of backlog excludes intersegment orders and is not adjusted for estimated customer allowances, discountsexpected to have, a material effect on our capital expenditures, results of operations and returns.

ABG-Camuto Joint Venture

ABG-Camuto is responsible for the growth and marketing of the brands held by the joint venture. We pay royaltiescompetitive position as compared to ABG-Camuto, with the royalty expense included in cost of sales, basedprior periods. For more information on the salespotential impacts of footwear, handbags and jewelry. ABG-Camuto also earns royalties on sales from third parties that license the brand names to produce non-footwear product categories. Givengovernment regulations affecting our 40% ownership interest in ABG-Camuto, we recognize earnings under the equity method, which will be included within the Brand Portfolio segment, as ABG-Camuto is considered an integral part of the Brand Portfolio segment business.business, see Item 1A. Risk Factors.

First Cost

As the design and buying agent for retailer customers, we utilize our expertise and relationships with manufacturers to facilitate the production of private label footwear to retailer customer specifications. Our First Cost model earns commission-based income while leveraging our overall design and sourcing infrastructure.

Additional Information

Intellectual Property

We have registered a number of trademarks, service marks and domain names in the U.S., Canada and internationally, including DSW®, DSW Shoe Warehouse® and DSW Designer Shoe Warehouse®. We also have a 40% interest in ABG-Camuto, which holds the intellectual property rights of Vince Camuto®, Louise et Cie®, Sole Society®, CC Corso Como®, and others. We have entered into a licensing agreement with ABG-Camuto whereby we pay royalties on our net sales from the brands owned by ABG-Camuto. We believe our trademarks and service marks have significant value and are important to building our name recognition. We also hold patents related to our unique store fixtures, which gives us greater efficiency in stocking and operating those stores that currently have the fixtures. We vigorously protect our patented fixture designs, as well as our packaging, private brand names, store design elements, marketing slogans and graphics.

Associates

As of February 1, 2020, we employed approximately 15,800 associates worldwide. None of our associates are covered by any collective bargaining agreements.

Seasonality

Our business is generally subject to seasonal merchandise trends driven by the change in weather conditions and our customers' interest in new seasonal styles. New spring styles are primarily introduced in the first quarter and new fall styles are primarily introduced in the third quarter. During fiscal 2020, we did not experience the typical seasonal trends due to customer behavior impacted by COVID-19.

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Available Information

Information about Designer Brands Inc., including its reports filed with or furnished to the Securities and Exchange Commission ("SEC"), is available through Designer Brands Inc.'s website at www.designerbrands.com. Such reports are accessible at no charge through Designer Brands Inc.'s website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC. The SEC also maintains a website that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.


We have included our 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-K.

ITEM 1A.RISK FACTORS
ITEM 1A.    RISK FACTORS

In addition to the other information in this Annual Report on Form 10-K, shareholders or prospective investors should carefully consider the following risk factors when evaluating Designer Brands Inc. If any of the events described below occurs, our business, financial condition, results of operations and future growth prospects could be adversely affected.

Risks Relating to Our Business

The coronavirusCOVID-19 outbreak has had, and may continue to have, a material adverse impact on our business, operations, liquidity, financial condition, and results of operations.

In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") outbreak a pandemic, which continuespandemic. On March 18, 2020, to help control the spread throughout North Americaof the virus and worldwide. Theprotect the health and safety of our customers, associates, and employees remain our top priority as we continue to make decisions during this rapidly evolving situation. We have taken decisive actions across our businesses to help protect employees, customers and others in the communities we serve. As a measure to limit the spread of the virus, effective March 18, 2020,serve, we temporarily closed all of our stores in the U.S. and Canada. Our e-commerce business will continueIn addition, we took several actions in late March 2020 to reduce costs and operations to levels that were more commensurate with then-current sales, including furloughs and pay reductions. As this continues to be available to customers and our stores will be used in the fulfillment of online orders to be shipped to customers or available for curbside pickup. During thisan unprecedented period of uncertainty, we have in place business continuity plans involvingmade and may continue to make adjustments to our operational plans, inventory disciplines,controls, and liquidity management, andas well as reductions to our expense and capital expenditure plans. Such measures include implementing temporary leaves

During the second quarter and into the third quarter of absencefiscal 2020, we re-opened all of our stores, discontinued the furlough program, and restored pay for over 80%our associates that had taken pay reductions. Beginning in July 2020, we initiated an internal reorganization and reduction of our workforce without direct paywith additional actions taken throughout fiscal 2020, resulting in the elimination of approximately 1,000 associate positions, including over 200 vacant positions that will not be filled.

Following the re-opening of stores, we experienced and payhave continued to experience significantly reduced customer traffic and net sales, which included subsequent store closures and reduced hours in certain areas, primarily in Canada, where government-imposed restrictions were mandated. Our retail customers in the Brand Portfolio segment have had and are having similar experiences. Given the continuation of overall depressed consumer sentiment, customer behavior has been and may continue to be slow to return to pre-COVID-19 patterns and levels, if at all. We have continued to serve our customers through our e-commerce businesses during the period that our stores were closed and beyond, but store closures primarily during the first half of fiscal 2020 and continuing reduced customer traffic resulted in a sharp decline in our net sales and cash flows.

The COVID-19 pandemic remains challenging and unpredictable. The ongoing and prolonged nature of the outbreak has continued to adversely impact our business and may lead to further adjustments to store operations, as well as continue to drive changes in customer behaviors and preferences, including reductions in consumer spending, which may necessitate further shifts in our business model. As such, the ultimate impacts of the COVID-19 outbreak to our businesses remain highly uncertain and will depend on future developments, including the widespread availability, use and effectiveness of vaccines, which are highly uncertain and cannot be predicted. We may have additional write-downs or adjustments to inventories, receivables, long-lived assets, intangibles, goodwill, and the valuation allowance on deferred tax assets.

Losses or disruptions associated with our distribution systems, including our distribution and fulfillment centers and our stores, could have a material adverse effect on our business and operations.

For our U.S. Retail segment operations, the majority of our inventory is shipped directly from suppliers to our distribution center in Columbus, Ohio and a West Coast facility operated by a third party, where the inventory is then processed, sorted and shipped to one of our pool locations located throughout the country and then on to the stores. Our inventory can also be shipped directly from our fulfillment center, also located in Columbus, Ohio, and supported by a third-party service provider, to our
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customers. For our Canada Retail segment, we engage a logistics service provider to receive purchases and distribute them to our stores. Through our ship-from-store capability, both in the U.S. and in Canada, inventory is shipped directly from our stores to customers. Through our drop ship program, inventory is shipped from the vendor's warehouse directly to the customer. For our Brand Portfolio segment, the majority of our inventory is shipped directly from factories in foreign countries to our distribution center in Westampton, New Jersey, where our wholesale inventory is then processed, sorted and provided to our customers' shipping carriers.

Our operating results depend on the orderly operation of our receiving, distribution, and fulfillment processes, which in turn depends on vendors' adherence to shipping schedules and our effective management of our facilities. We may not anticipate all the changing demands that our operations will impose on our receiving, distribution, and fulfillment system, and events beyond our control, such as disruptions in operations due to public health threats, such as the COVID-19 outbreak, integration of new stores or customers, catastrophic events, labor disagreements, or shipping problems, any of which may result in delays in the delivery of merchandise to our stores and customers. We rely on the flow of goods through ports worldwide on a consistent basis from factories and suppliers. Disruptions at ports could create significant risks for nearly all employeesour business, particularly if these disruptions occur during peak importing times. For example, COVID-19 has resulted in delays at ports due to shipping backlog, availability of vessels, capacity constraints, and other disruptions. If we experience significant delays in receiving product, this could result in canceled orders by retailer customers, unanticipated inventory shortages or receipt of seasonal product after the peak selling season, and increased expense of air freight, which could have a material adverse effect on our business and operations.

Our distribution system is dependent on the timely performance of services by third parties. Our third-party vendors may be the victim of cyber-related attacks that could lead to operational disruptions that could have an adverse effect on our ability to fulfill customer orders. The COVID-19 pandemic could also impact our ability to timely meet our customers’ needs for fulfillment due to disruptions with third-party vendors, carriers, and other service providers, as well as increased freight and logistics costs. We are also subject to risk of damage or loss during delivery by our shipping vendors. If our merchandise is not placeddelivered in a timely fashion or is damaged or lost during the delivery process, our customers could become dissatisfied and cease shopping on temporary leave. Theour sites, which would adversely affect our business and operating results. If we encounter problems with our ability to timely and satisfactorily fulfill customer orders, our ability to meet customer expectations, manage inventory, complete sales and achieve operating efficiencies, we could have a material adverse effect on our business. While we maintain business interruption and property insurance, in the event any of our distribution and fulfillment centers shut down for any reason or if we were to incur higher costs and longer lead times in connection with a disruption at our distribution and fulfillment centers, our insurance may not be sufficient to cover the impact to the business.

Measures intended to prevent the spread of COVID-19 may negatively impact our operations.

In response to the COVID-19 outbreak and the temporary closure of allgovernment mandates implemented to control its spread, most of our stores has hadcorporate office associates are working remotely. If our associates are unable to work effectively as a result of the COVID-19 outbreak, including because of illness, quarantines, office closures, ineffective remote work arrangements or technology failures or limitations, our operations would be adversely impacted. Further, remote work arrangements may increase the risk of cybersecurity incidents, data breaches or cyber-attacks, which could have a material adverse effect on our business and results of operations, due to, among other things, the loss of proprietary data, interruptions or delays in the operation of our business, damage to our reputation and any government-imposed penalty.

COVID-19 may negatively impact our international operations, including, but not limited to, our foreign sources of merchandise.

We have international operations in China, Canada, and Brazil, which may be adversely affected by the COVID-19 outbreak. For example, all of the products we manufacture in the Brand Portfolio segment come from third-party facilities outside of the U.S., with 73% sourced from China during fiscal 2020, whereas our U.S. Retail and Canada Retail merchandise is purchased from both domestic and foreign vendors. Many of our domestic vendors import a large portion of their merchandise from abroad, with the majority manufactured in China. The COVID-19 outbreak has led to work and travel restrictions within, to, and out of mainland China, which in turn may affect our manufacturers as well as our vendors’ manufacturers. The COVID-19 outbreak also may make it difficult for our suppliers and our vendors’ suppliers to source raw materials from, manufacture goods in, and export products from China and other countries. If the severity and reach of the COVID-19 outbreak continues or worsens, there may be significant and material disruptions to our supply chain and operations, which could have a material adverse effect on our financial position, results of operations, and cash flows.

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The success of our Camuto Group business is dependent on the strength of our relationships with our retailer customers, and reductions in or loss of sales to such customers as a result of the COVID-19 outbreak could have a material adverse effect on our financial performance.

Our major retailer customers have experienced and may continue to experience a significant downturn in their businesses as a result of the COVID-19 outbreak and, in turn, these customers have and may continue to reduce their purchases from us, which has had and may continue to have a material adverse effect on the Brand Portfolio segment.

We may be unable to anticipate and respond to fashion trends, consumer preferences and changing customer expectations, which could have a material adverse effect on our business.

With our customers staying home more as a result of COVID-19, we believe that there will continue to be a clear shift in consumer behavior and corresponding preferences to increased demand for athleisure and casual products and away from dress and seasonal categories. This requires us to anticipate and respond to numerous and fluctuating variables in fashion trends and other conditions in the markets in which our customers are situated. A variety of factors will affect our ability to maintain the proper mix of products, including: local economic conditions impacting customers' discretionary spending; unanticipated fashion trends; our ability to provide timely access to popular brands at attractive prices; our success in distributing merchandise to our stores and our wholesale retailer customers in an efficient manner; and changes in weather patterns, which, in turn, may affect consumer preferences. If we are unable to anticipate trends and fulfill the merchandise needs of our customers, we may experience decreases in our net sales and may be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our business.

Being an omni-channel retailer is a business necessity to meet customer experience expectations. In the event that our omni-channel strategy does not meet customer expectations or is not differentiated from our competitors, it may have a material adverse effect on our business.

We rely on our strong relationships with vendors to purchase products. If these relationships were to be impaired, we may be unable to obtain a sufficient assortment of merchandise at attractive prices or respond promptly to changing fashion trends, either of which could have a material adverse effect on our business and financial performance.

Our success depends, to a significant extent, on the willingness and ability of our vendors to supply us with merchandise that meets our changing customer expectations, especially as we concentrate our receipts to fewer branded vendors. If we fail to maintain strong relationships with these vendors or if they fail to ensure the quality of merchandise they supply us, our ability to provide our customers with merchandise they want at favorable prices may be limited, which could have a negative impact on our business, liquidity, financial condition, and resultsbusiness. Decisions by vendors not to sell to us or to limit the availability of operations.

While we cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of itstheir products to us could have a negative impact based on our current understanding of governmental mandatesbusiness. In addition, our inability to stock our sales channels with desired merchandise at attractive prices could result in lower net sales and maintainingdecreased customer interest in our sales channels, which could have a material adverse effect on our business. Further, if our merchandise costs increase due to increases incurred by our vendors in raw materials, energy, labor, or duties and taxes on imports, or other reasons, our ability to respond or the health and safetyeffect of our customersresponse could adversely affect our net sales or gross profit. During fiscal 2020, three key third-party vendors together supplied approximately 22% of our retail merchandise. For fiscal 2021, we expect these and employees, we believeother high-volume vendors to become more concentrated for our stores will primarily begin re-openingtotal purchases. The loss of, or a reduction in, the second quarteramount and quality of fiscal 2020 withmerchandise supplied by any one of these vendors could have an adverse effect on our business. In addition, any negative brand image, widespread product defects, or negative publicity related to these key vendors, or other vendors, could have a gradual return of store traffic through the remainder of fiscal 2020. As such, the impacts of COVID-19 tomaterial adverse effect on our businesses are highly uncertainreputation and we will continue to assess the financial impacts. The disruption to the global economyon our business.

Our ABL Revolver and to our business, along with a sustained decline in our stock price, may lead to triggering eventsTerm Loan have restrictions that may indicate that the carrying value of certain assets, including inventories, accounts receivables, long-lived assets, intangibles, and goodwill, may not be recoverable.

Restrictions under our Credit Facility could limit our ability to accessfund operations, which could adversely affect our business.

The ABL Revolver contains a minimum availability covenant where an event of default shall occur if availability is less than the greater of $30.0 million or 10.0% of the maximum credit amount. The Term Loan includes a springing covenant imposing a minimum earnings before interest, taxes, depreciation, and amortization ("EBITDA") covenant, which arises when liquidity is less than $150.0 million. In addition, the ABL Revolver and the Term Loan each contain 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. We are restricted from paying dividends or repurchasing stock until the third quarter of fiscal 2021 at the earliest, after which certain limitations apply. Both the ABL Revolver and the Term Loan contain customary events of default with cross-default provisions. 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, the obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral.
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We use the ABL Revolver for borrowings and to secure letters of credit, both of which reduce the amount of available credit. The actual amount that is available under the ABL Revolver fluctuates, due to factors including, but not limited to, eligible inventory and credit card receivables, reserve amounts, outstanding letters of credit, and outstanding borrowings. Consequently, it is possible that, should we need to runaccess any additional funds from our business.

Our senior unsecured revolving credit agreement (the "Credit Facility"), with a maturity date of August 25, 2022, provides a revolving line of credit up to $400 million, with sub-limits for the issuance of up to $50 million in letters of credit, swing loan advances of up to $15 million, and the issuance of up to $75 million in foreign currency revolving loans and letters of credit. The Credit Facility may be used to provide funds for working capital, capital expenditures, and other expenditures.

Subsequent to February 1, 2020, we borrowed $205.0 million from the Credit Facility as a precautionary measure to increase our cash position and preserve financial flexibility considering uncertainty in the U.S. and global markets resulting from COVID-19, resulting in $2.0 million of available for borrowing. Our future operationsABL Revolver, it may not generate sufficient liquidity to pay amounts that come due and our cash needs may increase in the future. In addition, our existing Credit Facility contains, and any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to operate our business or raise capital. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payableavailable in full.

On April 30, 2020, the Credit Facility was amended, which resulted in various changes including:
Provides for a lien on all of the Company's assets;
Reduces the borrowing availability to $375.0 million on October 31, 2020, $350.0 million on January 30, 2021, $325.0 million on May 1, 2021, and $300.0 million on July 31, 2021;
Redefines the components for calculating the leverage ratio and fixed charge coverage ratio to adjust for certain temporary impacts due to COVID-19;

Changes the maximum leverage ratio covenant to 3.50:1 as of May 2, 2020, 4.00:1 as of August 1, 2020, 3.75:1 as of October 31, 2020, and 3.50:1 as of January 30, 2021 and as of the end of each fiscal quarter thereafter;
Changes the minimum fixed charge coverage ratio to 1.25:1 as of May 2, 2020 and 1.05:1 as of August 1, 2020 and as of the end of each fiscal quarter thereafter; and
Restricts the Company from paying dividends, making share repurchases, and making certain acquisitions.

Our expanded international operations expose us to political, economic, operational, compliance and other risks.

As a result of several acquisitions, weWe have international operations in various locations, including in China, Canada, and Brazil. The success of our international operations may be adversely affected by political, economic and social conditions beyond our control, local laws and customs, and legal and regulatory constraints, including compliance with applicable anti-bribery, anti-corruption, labor and currency laws and regulations. Risks inherent in our existing and future operations also include, among others, public health threats, such as the COVID-19 outbreak, the costs and difficulties of managing operations outside of the U.S., possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits, and greater difficulty in enforcing intellectual property rights. For example, we rely on manufacturers that operate outside the U.S., including China, Vietnam, and Brazil, who may disclose our intellectual property or other proprietary information to competitors or third parties, which could result in the distribution and sale of counterfeit versions of our products. Additionally, foreign currency exchange rates and fluctuations may negatively impact our financial results. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

We rely on our strong relationships with vendors to purchase brand name and designer merchandise at favorable prices. If these relationships were to beimpaired, we may not be able to obtain a sufficient assortment of merchandise atattractive prices, and we may not be able to respond promptly to changingfashion trends, either of which could have a material adverse effect on our business and financial performance.

Our success depends, to a significant extent, on the willingness and ability of our vendors to supply us with sufficient inventory to stock our sales channels as we generally do not have long-term supply agreements or exclusive arrangements with any vendors. If we fail to maintain strong relationships with our existing vendors or if they fail to ensure the quality of merchandise they supply us, and if we cannot maintain or acquire new vendors of in-season brand name and designer merchandise, our ability to obtain a sufficient amount and variety of merchandise at favorable prices may be limited, which could have a negative impact on our business. Decisions by vendors to not sell to us or to limit the availability of their products to us could have a negative impact on our business. In addition, our inability to stock our sales channels with in-season merchandise at attractive prices could result in lower net sales and decreased customer interest in our sales channels, which could have a material adverse effect on our business. Further, if our merchandise costs increase due to increases incurred by our vendors in raw materials, energy, labor, or duties and taxes on imports, or other reasons, our ability to respond or the effect of our response could adversely affect our net sales or gross profit. During fiscal 2019, three key third-party vendors together supplied approximately 21% of our retail merchandise. The loss of, or a reduction in, the amount and quality of merchandise supplied by any one of these vendors could have an adverse effect on our business. In addition, any negative brand image, wide-spread product defects, or negative publicity related to these key vendors, or other vendors, could have a material adverse effect on our reputation and on our business.

The success of theour Camuto Group business is dependent on our third-party manufacturers and other business partners.

The success of theour Camuto Group business depends on our ability to obtain products from our third-party manufacturers on a timely basis, on acceptable terms and to our specifications. We do not exert direct control over the manufacturers' operations and cannot guarantee that any third-party manufacturer will have sufficient production capacity, meet our production deadlines or meet our product safety, social compliance, or quality standards. We typically do not have long-term supply contracts with our manufacturers, and the loss of any of our major manufacturers could disrupt our operations and adversely affect our business. In addition, we cannot predict the impact of global events such as inclement weather, natural disasters, public health threats, or acts of terrorism. Our manufacturers operate outside the U.S. and are also subject to additional risks associated with international trade, as discussed in more detail in other risk factors herein. If these third-party manufacturers do not perform their obligations, cease working with us, fail to meet our product safety, social compliance or quality standards, or are unable to provide us with the materials and services we need at prices and terms that are acceptable to us, such disruptions may cause product delays and shortages, failure to deliver quality products to our customers on a timely basis, and damage to our reputation, which could have a material adverse impact on our business and results of operations.


The success of the Camuto Group business is dependent on the strength of our relationships with our retailer customers, and reductions in or loss of sales to such customers could have a material adverse effect on our business and financial performance.

The Camuto Group business is dependent on sales of branded, licensed and private-label footwear and accessories to customers, primarily department stores and other specialty retailers. We typically do not have long-term contracts with our customers. Sales to these customers are generally on an order-by-order basis and are subject to the rights of cancellation and rescheduling by the customer. Failure to fill customers’ orders in a timely manner could harm our relationships with such customers. If any of our major customers experience a significant downturn in its business, including impacts from a downturn in the global economy as a result of the COVID-19 threat or other threats, or fails to remain committed to our products or brands, such customers may reduce or discontinue purchases from us. In addition, increased promotional activity by our wholesale customers could negatively impact the image of our brands and lead to reduced pricing or purchases of our products, which could have an adverse effect on our business. The Camuto Group business has four retailer customers that make up approximately 60% of its total net sales, and the loss of any or all of these customers would have a material adverse effect on the Brand Portfolio segment.

The loss or disruption of any of ourdistribution or fulfillment centers could have a material adverse effect on ourbusiness and operations.

For our U.S. Retail segment operations, the majority of our inventory is shipped directly from suppliers to our distribution center in Columbus, Ohio and a West Coast facility operated by a third party, where the inventory is then processed, sorted and shipped to one of our pool locations located throughout the country and then on to the stores. Our inventory can also be shipped directly from our fulfillment center, also located in Columbus, Ohio, and supported by a third-party service provider, to our customers. For our Canada Retail segment, we engage a logistics service provider to receive purchases and distribute to our stores. Through our ship from store capability, both in the U.S. and in Canada, inventory is shipped directly from our stores to customers. Through our drop ship program, inventory is shipped from the vendor's warehouse directly to the customer. For our Brand Portfolio segment, the majority of our inventory is shipped directly from factories to our distribution center in Westampton, New Jersey, where our wholesale inventory is then processed, sorted and provided to our customers' shipping carriers.

Our operating results depend on the orderly operation of our receiving, distribution, and fulfillment processes, which in turn depends on vendors' adherence to shipping schedules and our effective management of our facilities. We may not anticipate all the changing demands that our expanding operations will impose on our receiving, distribution, and fulfillment system, and events beyond our control, such as disruptions in operations due to public health threats, such as the COVID-19 outbreak, integration of new stores or customers, catastrophic events, labor disagreements, or shipping problems, that may result in delays in the delivery of merchandise to our stores and customers. While we maintain business interruption and property insurance, in the event any of our distribution and fulfillment centers shut down for any reason or if we were to incur higher costs and longer lead times in connection with a disruption at our distribution and fulfillment centers, our insurance may not be sufficient to cover the impact to the business.

We are dependent on our customer loyalty programs and marketing to drive traffic, sales and loyalty, and any decrease in membership or purchases from members could have a material adverse effect on our business.

Customer traffic is influenced by our marketing and our loyalty programs. We rely on our loyalty programs to drive customer traffic, sales and purchase frequency. Loyalty members earn points toward discounts on future purchases through our VIP rewards programs in the U.S. and Canada. Members also receive promotional offers and gifts with purchase offers. We employ a variety of marketing methods, including email, direct mail and social media, to communicate exclusive offers to our rewards members. WeAs of January 30, 2021, we have approximately 3230 million members enrolled in our loyalty programs who have made at least one purchase over the last two years. In fiscal 2019,2020, shoppers in the loyalty programs generated approximately 91%84% of the combined U.S. Retail and Canada Retail segments' net sales. In the event that our rewards members do not continue to shop, we fail to add new members, the number of members decreases, or our marketing is not effective in driving customer traffic, such event could have a material adverse effect on our business.


We may be unable to anticipate and respond to fashion trends, consumerpreferences and changing customer expectations, which could have a materialadverse effect on our business.

Our merchandising strategy is based on offering the proper mix of products available to our customers, including our retailer customers. This requires us to anticipate and respond to numerous and fluctuating variables in fashion trends and other conditions in the markets in which our customers are situated. A variety of factors will affect our ability to maintain the proper mix of products, including:local economic conditions impacting customers' discretionary spending;unanticipated fashion trends; our ability to provide timely access to in-season merchandise at attractive prices; our success in distributing merchandise to our stores and our wholesale retailer customers in an efficient manner; andchanges in weather patterns, which in turn affect consumer preferences. If we are unable to anticipate and fulfill the merchandise needs of our customers, we may experience decreases in our net sales and may be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our business.

Being an omni-channel retailer is a business necessity to meet customer experience expectations and an opportunity to create a competitive advantage as our customers expect to be able to shop across multiple sales channels. In the event that our omni-channel strategy does not meet customer expectations or is not differentiated from our competitors, it may have a material adverse effect on our business.

Our failure to retain our existing senior management team and to continue to attract qualified new personnel could adversely affecthave a material adverse effect our business.

Our business requires disciplined execution at all levels of our organization, which requires an experienced and talented management team. If we were to lose the benefit of the experience, efforts and abilities of any of our key executives and sourcing and buying personnel, our business could be adversely affected. We have entered into employment agreements with several key executives and also offer compensation packages designed to attract and retain talent. Furthermore, our ability to manage our expansionbusiness will require us to continue to train, motivate and develop our employeesassociates to maintain a high level of talent for future challenges and succession planning. Competition for these types of personnel is intense, and we may not be successful in attracting and retaining the personnel required to grow and operate our business.

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The loss or disruption of information technology services could affect our ability to implement our growth strategystrategies and have a material adverse effect on our business.

Our information technology systems are an integral part of our growth strategystrategies in efficiently operating and expanding our business, in managing operations and protecting against security risks related to our electronic processing and transmitting of confidential customer and associate data. The requirements to keep our information technology systems operating at peak performance may be higher than anticipated and could strain our capital resources, management of any system upgrades, implementation of new systems and the related change management processes required with new systems and our ability to prevent any future information security breaches. In addition, any significant disruption of our data center could have a material adverse effect on those operations dependent on those systems, specifically, our store and e-commerce operations, our distribution and fulfillment centers and our merchandising team. While we maintain business interruption and property insurance, in the event of a data center shutdown, our insurance may not be sufficient to cover the impact to the business.

We accept orders throughOur e-commerce operations are important to our e-commerce channelsbusiness and are subject to various risks of operating online and mobile selling capabilities such as:as the failure of our information technology infrastructure, including any third-party hardware or software, resulting in downtime or other technical issues; difficulty in integrating acquired businesses; reliance on third-party logistics providers to deliver our products to customers; inability to respond to technological changes; violations of state or federal laws; credit card fraud; or other information security breaches. Failure to mitigate these risks could reduce e-commerce sales, damage our reputation, and have a material adverse effect on our business.

We face security risks related to our electronic processing of sensitive and confidential personal and business data. If we are unable to protect our data, a security breach could damage our reputation and have a material adverse effect on our business.

Given the nature of our business, we collect, process and retain sensitive and confidential customer and associate data, in addition to proprietary business information. Some of our third-party service providers, such as identity verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and from third parties. We may be vulnerable to a data compromise, computer viruses, physical and electronic break-ins, and similar disruptions, which may not be prevented by our efforts to secure our computer systems. Security measures in place include, but are not limited to, vulnerability scanning and patching, web-application firewalls, reverse-proxies, network firewalls, two-factor authentication, identity and access management, data encryption, point-to-point encryption and tokenization, intrusion detection and prevention devices, endpoint detection and response software, and data

loss prevention software. Regular penetration tests of our networks are conducted by a third-party service provider and we leverage any findings to further enhance our security. We also employ secure file transfer options to provide security for processing, transmission and storage of confidential information. Our critical data is replicated and backed up to a separate secured data center. However, our efforts may not be able to prevent rapidly evolving types of cyber-attackscyberattacks and a successful breach of our computer systems could result in misappropriation of personal, payment or sensitive business information. In addition, we rely on associates, contractors and other third parties who may attempt to circumvent our security measures in order to obtain such information and may purposefully or inadvertently cause a breach involving such information. Actual or anticipated attacks as well as the integration of new or existing systems of acquired businesses, may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees,associates, pay higher insurance premiums, and engage third-party specialists for additional services. An information security breach involving confidential and personal data could damage our reputation and our customers' willingness to shop in our stores or through our e-commerce platforms.purchase from us. In addition, we may incur material liabilities and remediation costs as a result of an information security breach, including potential liability for stolen customer or associate data, repairing system damage or providing credit monitoring or other benefits to customers or associates affected by the breach. In the event we experience an information security breach, our insurance may not be sufficient to cover the impact to the business. Although we have developed mitigating security controls to reduce our cyber risk and protect our data from loss or disclosure due to a security breach, including processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security.

We and our third-party service providers regularly experience cyberattacks aimed at disrupting services. If we or our third-party service providers experience security breaches that result in marketplace performance, availability problems, or the loss, corruption of, unauthorized access to, or disclosure of personal data or confidential information, people may become unwilling to provide us the information necessary to make purchases on our sites and our reputation and market position could be harmed. Existing customers may also decrease their purchases or close their accounts altogether. We could also face potential claims, investigations, regulatory proceedings, liability and litigation, and bear other substantial costs in connection with remediating and otherwise responding to any data security breach, all of which may not be adequately covered by insurance, and which may result in an increase in our costs for insurance or insurance not being available to us on economically feasible terms, or at all.
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Insurers may also deny us coverage as to any future claim. Any of these results could harm our growth prospects, financial condition, business and reputation.

Our failure to comply with privacy laws and regulations, as well as other legal obligations, could have a material adverse effect on our business.

State, federal and foreign governments are increasingly enacting laws and regulations governing the collection, use, retention, sharing, transfer and security of personally identifiable information and data. For example, the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, imposes certain restrictions and disclosure obligations on businesses that collect personal information about California residents and provides for a private right of action, as well as penalties for noncompliance. We are subject to other consumer protection laws, including the Fair and Accurate Credit Transactions Act and the Telephone Consumer Protection Act. Additionally, the regulatory environment is increasingly demanding with frequent new and changing requirements concerning cybersecurity, information security and privacy, which may be inconsistent from one jurisdiction to another. Any failure by us or any of our business partners to comply with applicable laws, rules and regulations may result in investigations or actions against us by governmental entities, private claims and litigation, fines, penalties or other liabilities. Such events may increase our expenses, expose us to liabilities and impair our reputation, which could have a material adverse effect on our business.

If Stein Mart were to terminate our supply agreement, close a significant number of stores or liquidate, such event could have a material adverse effect on our business and financial performance.

We currently provide services through ABG to 282 Stein Mart stores and Steinmart.com through ongoing supply arrangements. Our contractual termination date for the supply agreement with Stein Mart is January 2021. Stein Mart has disclosed in its public filings that COVID-19 has adversely impacted their near-term revenues, earnings, liquidity and cash flows, and has required significant actions in response, including but not limited to, employee furloughs and store closings, all in an effort to mitigate such impacts. The extent of the impact of COVID-19 on their business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. Stein Mart also disclosed that continued prolonged store closure would impact their assessment of whether there is substantial doubt about their ability to continue as a going concern within one year after the date that their financial statements are issued and, based on their assessment, could result in the conclusion that substantial doubt exists. If Stein Mart were to terminate our supply agreement, close a significant number of stores or liquidate, such event could have a material adverse effect on our business and financial performance.

Our retail growth strategies could strain our resources and have a material adverse effect on our business and financial performance.

Our growth strategy in part depends on our ability to successfully open and operate new stores on a profitable basis, as well as expand the product lines and services we offer. We also continue to invest in our digital capabilities in order to deliver a high-quality, coordinated shopping experience for our customers, which requires substantial investment in technology. This continued growth could place increased demands on our financial, managerial, operational and administrative resources. We may not achieve our planned growth on a timely and profitable basis or achieve results in new locations similar to those

achieved in existing locations in prior periods. In addition, the growth in digital demand could result in a diversion of traffic from our stores.

Our ability to open and operate new stores on a timely and profitable basis depends on many factors, including our ability toidentify suitable markets and sites for new store locations with financially stable co-tenants and landlords; negotiate acceptable lease terms; build-out or refurbish sites on a timely and effective basis; obtain sufficient financing and capital resources or generate sufficient cash flows from operations to fund growth;open new stores at costs not significantly greater than those anticipated;successfully open new stores in markets in which we currently have few or no stores;control the costs of other capital investments associated with store openings; hire, train and retain qualified managers and store personnel; and successfully integrate new stores into our existing infrastructure, operations, management and distribution systems or adapt such infrastructure, operations and systems to accommodate our growth. As a result, we may be unable to open new stores at the rates expected or at all. If we fail to successfully implement our growth strategy, the opening of new stores could be delayed or prevented, could cost more than anticipated and could divert resources from other areas of our business, any of which could have a material adverse effect on our business. To the extent that we open new stores in our existing markets, we may experience reduced net sales in existing stores in those markets. As our store base increases, our stores will become more concentrated in the markets we serve. As a result, the number of customers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced, which could have a material adverse effect on our business. Further, changing local demographics at existing store locations may adversely affect financial performance at those stores. If we determine to close or relocate a store subject to a lease, we may remain obligated under the applicable lease for the balance of the lease term.

Initiatives to introduce new product and service offerings are designed to create growth and improve financial results. New product lines and services may not achieve or sustain profitability or market acceptance at levels sufficient to justify our investment, which could have a material adverse effect on our business. As we introduce enhancements to our point-of-sale ("POS") and e-commerce platforms or migrate to new platforms, we could experience downtime or other technical issues, which could have a material adverse effect on our business.

Our acquisition activity could disrupt our ongoing business and adversely impact our results of operations.

On May 10, 2018, we acquired the remaining interest in TSL and on November 5, 2018, we completed the acquisition of Camuto Group. The integration efforts for acquired businesses may disrupt our existing business or divert the attention of our management. Achieving the expected benefits depends in large part on our successful and timely integration of operations, systems, policies and procedures, and personnel of the acquired businesses. For example, we cannot ensure that Camuto Group will successfully be able to manage the additional volume of the retail segments' exclusive branded products transitioned to it. We cannot ensure that all of our integration efforts will be completed on a timely basis, as planned, or without substantial expense, delay or other operational problems. Until we make substantial progress with our integration efforts, we also face the risk that we may not be able to effectively manage the business and achieve planned results. We may be hindered by having limited system and reporting capabilities. Our operating results or financial condition may be adversely impacted by pre-existing claims or liabilities, both known and unknown. In addition, the integration process may strain our financial and managerial controls, reporting systems and procedures, and may also result in the diversion of management and financial resources from core business objectives. There can be no assurance that we will successfully integrate our businesses or that we will realize the anticipated benefits of the acquisitions after we complete our integration efforts.

Our failure to protect our reputation could have a material adverse effect on our brands.

The value of our brands is largely dependent on the success of our merchandise assortment and our ability to provide a consistent, high quality customer experience. Any negative publicity about us or the significant brands we offer may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor, health and safety, accounting or environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. In addition, negative claims or publicity, including social media, regarding celebrities we have license and endorsement arrangements with could adversely affect our reputation and sales regardless of whether such claims are accurate. Consumer actions could include boycotts and negative publicity through social or digital media. Public perception about us or the products we carry, whether justified or not, could impair our reputation, involve us in litigation, damage our brand and have a material adverse effect on our business.


The reputation and competitive position for theour Camuto Group business are dependent on our ability to maintain the brands we license.

In partnership with Authentic Brands Group LLC, a global brand management and marketing company, we formed ABG-Camuto, a joint venture in which we have a 40% interest. This joint venture acquired several intellectual property rights, from the Sellers, including Vince Camuto, Louise et Cie, Sole Society, CC Corso Como, and others, and focuses on licensing and developing new category extensions to support the global growth of these brands. ABG-Camuto has entered into a licensing agreement with us, which will earn royalties from the net sales of Camuto Group under the brands acquired. In addition, we holdown footwear, licensesand in some cases handbag, licensing rights of Jessica Simpson, Lucky Brand, Max Studio, and, through a joint venture, Jennifer Lopez.

We rely on our ability to retain and maintain good relationships with the licensors and their ability to maintain strong, well-recognized brands and trademarks. The terms of our license agreements vary and are subject to renewal with various termination provisions. There can be no assurance that we will be able to renew these licenses. Even our longer-term or renewable licenses are typically dependent upon our ability to market and sell the licensed products at specified levels, and the failure to meet such levels may result in the termination or non-renewal of such licenses. Furthermore, many of our license agreements require minimum royalty payments, and if we are unable to generate sufficient sales and profitability to cover these minimum royalty requirements, we may be required to make additional payments to the licensors, which could have a material adverse effect on our business and results of operations.

We are constantly exploring new business opportunities and implementing initiatives. The failure to successfully execute our strategies may have a material adverse effect on our business, results of operations or financial condition.

We have expanded our products and markets in part through strategic acquisitions and we may continue to do so in the future. The continued development and implementation of new business opportunities and strategies involve numerous risks, including risks inherent in entering markets in which we may not have prior experience, and could distract management from our core business. In the event that we lose focus on our core business or are unsuccessful in the execution of our concept, it may have a material adverse effect on our business, results of operations or financial condition.

We are exposed to foreign tax contingencies as a result of the acquisition of Camuto Group, which could have a material adverse effect on our financial performance.

During the due diligence procedures performed related to the acquisition of Camuto Group, we identified probable contingent liabilities associated with unpaid foreign payroll and other taxes that could also result in assessed penalties and interest. We have developed an estimate of the range of outcomes related to these obligations of $28.1 million to $40.0 million for obligations we are aware of at this time. We are continuing to assess the exposure, which may result in material changes to these estimates, and we may identify additional contingent liabilities. We believe that the Sellers are obligated to indemnify us for any payments to foreign taxing authorities for the periods up to the acquisition date. Although a portion of the purchase price is held in escrow and another portion is held in a restricted bank account, there can be no assurance that we will successfully collect all amounts that we may be obligated to settle with the foreign taxing authorities.

Our sales and quarterly financial performance may fluctuatefor a variety of reasons, including seasonal variability.

Our business is sensitive to consumer spending patterns, which in turn are subject to prevailing regional and national economic conditions and the general level of economic activity. Our comparable sales and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of other factors affect our sales and quarterly financial performance, including: uncertain macro-economic conditions and changes in the retail sales environment; changes in our merchandising strategy; timing and concentration of new store openings and related start-up costs;expenses associated with new stores, our omni-channel strategy and marketing expenses; changes in our merchandise mix; changes in and regional variations in demographic and population characteristics;timing of promotional events; seasonal fluctuations due to weather conditions; and actions by our competitors. Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable sales for any particular future period may increase or decrease. Our future financial performance may fall below the expectations of securities analysts and investors, which may adversely impact the price of our common shares.

In addition, our business is subject to seasonal merchandise trends when our customers' interest in new seasonal styles increases. New spring styles are introduced in the first quarter and new fall styles are introduced in the third quarter. As a result of seasonal merchandise trends, any factors negatively affecting us during these periods, including adverse weather, the timing and level of markdowns, fashion trends or unfavorable economic conditions, could have a material adverse effect on our business.

Risks Relating to the External Environment

UncertainWe rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends and/or exacerbated as a result of the COVID-19 pandemic.

Our business and operating results are subject to global economic conditions and their impact on consumer discretionary spending. Many factors that may negatively influence consumer spending are becoming increasingly present as a result of COVID-19 and political instability, including high levels of unemployment, higher consumer debt levels, reductions in net worth, declines in asset values and related market uncertainty, fluctuating interest rates and credit availability, fluctuating fuel and other events inenergy costs, general uncertainty regarding the overall future political and economic environment, and recent large-
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scale social unrest across much of the U.S. and other countries in which we operate can adversely affect consumer confidence and consumer spending habits, which could result in reduced net sales.

Consumer spending habits,purchases of discretionary items, including spending for the footwear and accessories that we sell, are affected by, among other things, prevailing economic conditions; levels of employment; salaries and wage rates; prevailing interest rates; income tax rates and policies; consumer confidence; and consumer perceptionour products, generally decline during periods of economic conditions. In addition,uncertainty, when disposable income is reduced or when there is a reduction in consumer purchasing patternsconfidence. Additionally, any of these adverse economic, political or social conditions may be influenced by consumers' disposable income. Consumer confidence can also be affected byhave the domesticeffect of directly or international political environment. The outbreakindirectly impacting our operating results in a negative manner. Moreover, we are unable to predict the severity of macroeconomic uncertainty, whether or escalation of war, natural disasters, public health threats,when such as the COVID-19 outbreak,circumstances may improve or worsen, or the occurrence of terrorist acts or other hostilities in or affecting the U.S. or other countries in which we operate,full impact such circumstances could lead to a decrease in spending by consumers. In an economic slowdown, we could experience lower net sales than expected on a quarterly or annual basis and be forced to delay or slow our expansion plans. Reduced net sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or leverage expenses. These negative economic conditions could have a material adverse effect on our business.

We may be unable to compete in our highly competitive market, which could have a material adverse effect on our business.

The footwear market is highly competitive with few barriers to entry. We compete against a diverse group of manufacturers and retailers, both small and large, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, brand-oriented discounters, multi-channel specialty retailers and brand suppliers. In addition, our wholesale retailer customers sell shoes purchased from competing footwear suppliers with owned and licensed brands that are well-known. Many of these suppliers invest significantly in marketing their brands.well known. Our success depends on our ability to remain competitive with respect to assortment, quality, convenience and value. The performance of our competitors, as well as a change in their pricing policies as a result of the current economic environment, marketing activities and other business strategies, could have a material adverse effect on our business.

E-commerce networks have rapidly evolved while consumer receptiveness to shopping online has substantially increased. Competition from e-commerce players has significantly increased due to their ability to provide improved user experience, greater ease of buying goods, low or no shipping fees, faster shipping times and more favorable return policies. Businesses, including our suppliers, can easily launch online sites and mobile platforms at nominal costs by using commercially available software or partnering with any of a number of successful digital marketplace providers. Some of our suppliers use such platforms to compete with us by allowing consumers to purchase products directly through the supplier. Competitors with other revenue sources may also be able to devote more resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote more resources to websites, mobile platforms and applications and systems development.

Our business may be adversely affected if we are unable to provide our customers cost-effective shopping platforms that are able to respond and adapt to rapid changes in technology.

The number of people who access the Internet through devices other than personal computers, including mobile phones, smartphones, handheld computers such as notebooks and tablets, video game consoles, and television set-top devices, has increased dramatically in the past few years. The smaller screen size, functionality, and memory associated with some alternative devices may make the use of our sites and purchasing our products more difficult. The versions of our sites developed for these devices may not be compelling to consumers. In addition, it is time consuming and costly to keep pace with rapidly changing and continuously evolving technology. We cannot be certain that our mobile applications or our mobile-optimized sites will be successful in the future.

As existing mobile devices and platforms evolve and new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in adjusting and developing applications for changes and alternative devices and platforms, and we may need to devote significant resources to the creation, support and maintenance of such applications. If we are unable to attract customers to our websites through these devices or are slow to develop versions of our websites that are more compatible with alternative devices or a mobile application, we may fail to capture a significant share of customers, which could have a material adverse effect on our business.

Further, we continually upgrade existing technologies and business applications, and we may be required to implement new technologies or business applications in the future. The implementation of upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure. In the event that it is more difficult for our customers to buy products from us on their mobile devices, or if our customers choose not to buy products from us on their mobile devices or to use mobile products that do not offer access to our websites, our customer growth could be harmed, which could have a material adverse effect on our business, financial condition and operating results.

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We rely on foreign sources for our merchandise, and our business is therefore subject to risks associated with international trade.

All of the products we manufacture in the Brand Portfolio segment come from third-party facilities outside of the U.S., with 83% sourced from China, whereas our U.S. Retail and Canada Retail merchandise is purchased from both domestic and foreign vendors. Many of our domestic vendors import a large portion of their merchandise from abroad, with the majority manufactured in China. For this reason, weWe face risks inherent in purchasing from foreign suppliers, such as: public health threats, such asincluding the COVID-19 outbreak,outbreak; economic and political instability in countries where these suppliers are located; international hostilities or acts of war or terrorism affecting the U.S. or foreign countries from which our merchandise is sourced; increases in shipping costs; transportation delays and interruptions, including increased inspections of import shipments by domestic authorities; work stoppages; expropriation or nationalization; changes in foreign government administration and governmental policies; changes in import duties or quotas; compliance with trade and foreign tax laws; and local business practices, including compliance with foreign laws and with domestic and international labor standards. COVID-19 has led to work and travel restrictions within, to, and out of mainland China, which in turn has led to delays in workers returning, which may affect our and our vendors’ manufacturers. This viral outbreak may make it difficult for our suppliers and our vendors’ suppliers to source raw materials in China and other countries, manufacture goods in such countries, and export our products from such countries. If the severity and reach of the COVID-19 outbreak continues or increases, there may be significant and material disruptions to our supply chain and operations, and disruptions in the manufacture, shipment, and sale of our products. Such events may increase our costs and disrupt our operations, which could have a material adverse effect on our business, financial condition, and results of operations.


We require our business partners to operate in compliance with applicable laws and regulations and our internal requirements. However, we do not control such third parties or their labor and business practices. The violation of labor or other laws by one of our vendors could have a material adverse effect on our business.

The imposition of increasedLegislative or new tariffs on our productsregulatory initiatives related to climate change could have a material adverse effect on our businessbusiness.

Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and financial performance.

The U.S. government has placed tariffsthe frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on certain goods imported from China andour business. Concern over climate change may imposeresult in new tariffs on goods imported from China and other countries, including footwear and other products that we import. In retaliation, China has responded by imposing tariffs on a wide range of products imported from the U.S. and by adjusting the value of its currency. If renegotiations of existing tariffs are unsuccessful or additional tariffslegislative and regulatory requirements to reduce or trade restrictions are implemented bymitigate the U.S. or other countrieseffects of climate change on the environment, which could result in connection with a global trade war, the resulting escalation of trade tensionsfuture tax, transportation, and utility increases, which could have a material adverse effect our business. There is also increased focus, including by investors, customers, and other stakeholders, on world tradethese and other sustainability matters, including the global economy. While it is still too earlyuse of plastic, energy, waste, and worker safety. Our reputation could be damaged if we do not, or are perceived to predict whether or how the ongoing tariff negotiations between the U.S. and China will impact our business, the imposition of tariffs on footwear or other items imported by us from China could require usnot, act responsibly with respect to increase prices to our customers or, if unable to do so, result in lowering our gross margin on products sold,sustainability matters, which could also have a material adverse effect on our business, results of operations, financial position, and financial performance. Alternatively, we may seek to shift production outside of China, resulting in significant costs and disruption to our business. Even in the absence of further tariffs or trade restrictions, the related uncertainty and the market's fear of an economic slowdown could lead to a decrease in consumer spending and we may experience lower net sales than expected. Reduced net sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or leverage expenses.flows.

Uncertainty in future changes to tax legislation, regulatory reform or policies could have a material adverse effect on our business.

Tax laws, tariff, regulations, and policies in various jurisdictions may be subject to significant change due to economic, political and other conditions. The U.S. tax reform legislation, referred to as the Tax CutsSuch changes, including additional taxes and Jobs Act of 2017 (the "U.S. Tax Reform"), significantly changed how the U.S. taxes corporations and requires complex computations to be performed that were not previously required in U.S. tax law. The U.S. Treasury Department, the U.S. Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from our interpretation. In addition, state, local or foreign jurisdictionstariffs, may enact tax laws in response to the U.S. Tax Reform that could result in further changesadditional costs to taxationour business and materially affect our financial position and results of operations.

Our cash and investments are subject to risks that could affect the liquidity of these investments.

As of February 1, 2020, we had cash and cash equivalents and investments of $111.5 million. Subsequent to February 1, 2020,we borrowed $205.0 million from the Credit Facility as a precautionary measurerequire us to increase prices to our cash position and preserve financial flexibility considering uncertaintycustomers or, if unable to do so, result in the U.S. and global markets resulting from COVID-19. A portion of these are held as cash in operating accounts that are with financial institutions. While we regularly monitor the cash balances in our operating accounts and when possible adjust the balances as appropriate to be within Federal Deposit Insurance Corporation insurance limits, these cash balances could be lost or inaccessible if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets.

While we generally invest in lower risk investments, investment risk has been and may further be exacerbated by credit and liquidity issues that have affected various sectors of the financial markets. Our access to cash and investments, their earning potential or our ability to invest in highly rated, low risk investments may be impacted by adverse conditions in the U.S. financial markets. These market risks associated with our cash and investments could have a material adverse effect on our business.financial performance.

We are exposed to foreign currency risk.

We are primarily exposed to the impact of foreign exchange rate risk through our Canadian business where the functional currency is the Canadian dollar ("CAD"). Currency translation adjustments are included in accumulated other comprehensive loss. We also hold cash denominated in CAD with foreign currency exchange gains or losses recorded to income. The impact of all other foreign currencies is immaterial to our financial results and we currently do not utilize hedging instruments to mitigate foreign currency exchange risks.


Risks Relating to our Common Shares

Our amended articles of incorporation, amended and restated code of regulations and Ohio state law contain provisions that may have the effect of delaying or preventing a change in control of Designer Brands Inc. This could adversely affect the value of our common shares.

Our amended articles of incorporation authorize our Board of Directors to issue up to 100,000,000 preferred shares and to determine the powers, preferences, privileges, rights, including voting rights, qualifications, limitations and restrictions on those shares, without any further vote or action by the shareholders. The rights of the holders of our Class A common shares will be subject to, and may be adversely affected by, the rights of the holders of any preferred shares that may be issued in the future. The issuance of preferred shares could have the effect of delaying, deterring or preventing a change in control and could adversely affect the voting power of our common shares.

In addition, provisions of our amended articles of incorporation, amended and restated code of regulations and Ohio law, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control or limit the price that certain investors might be willing to pay in the future for our common shares. Among other things, these provisions establish a staggered board, require a super-majority vote to remove directors, and establish certain advance notice procedures for nomination of candidates for election as directors and for shareholder proposals to be considered at shareholders' meetings.

14


We do not expect a trading market for the Company's Class B common shares to develop and, therefore, any investment in the Class B common shares may be effectively illiquid, unless such shares are converted into the Company's Class A common shares.

There is currently no public market for the Company's Class B common shares. We do not intend to list the Class B common shares on any securities exchange or any automated quotation system. As a result, there can be no assurance that a secondary market will develop, and we do not expect any market makers to participate in a secondary market. Because the Class B common shares are not listed on a securities exchange or an automated quotation system, it may be difficult to obtain pricing information with respect to the shares. Accordingly, there may be a limited number of buyers if a holder decided to sell theirits Class B common shares. This may affect the price a holder would receive upon such sale. Alternatively, a holder of such shares could convert them into Class A common shares, on a share for share basis, prior to selling. However, such conversion could affect the timing of any such sale, which may in turn affect the price a holder may receive upon such sale.

The Schottenstein Affiliates, entities owned by or controlled by Jay L. Schottenstein, the Executive Chairman of the Designer Brands Inc. Board of Directors, and members of his family, directly control or substantially influence the outcome of matters submitted for Designer Brands Inc. shareholder votes, and their interests may differ from other shareholders.

As of February 1, 2020,January 30, 2021, the Schottenstein Affiliates have approximately 52% of the voting power of the Company's outstanding common shares. The Schottenstein Affiliates directly control or substantially influence the outcome of matters submitted to Designer Brands Inc.'s shareholders for approval, including the election of directors, approval of mergers or other business combinations, and acquisitions or dispositions of assets. The interests of the Schottenstein Affiliates may differ from or be opposed to the interests of other shareholders, and their level of ownership and voting power in the Company may have the effect of delaying or preventing a subsequent change in control that may be favored by other shareholders.

The Schottenstein Affiliates engage in a variety of businesses, including, but not limited to, business and inventory liquidations, apparel companies and real estate investments. Opportunities may arise in the area of potential competitive business activities that may be attractive to the Schottenstein Affiliates and us. Our amended and restated articles of incorporation provide that the Schottenstein Affiliates are under no obligation to communicate or offer any corporate opportunity to us. In addition, the Schottenstein Affiliates have the right to engage in similar activities as us, do business with our suppliers and customers, and, except as limited by agreement, employ or otherwise engage any of our officers or employees.associates.

Furthermore, as a "controlled company" within the meaning of Thethe New York Stock Exchange ("NYSE"(the "NYSE") rules, the Company qualifies for and, in the future, may opt to rely on, exemptions from certain corporate governance requirements, including having a majority of independent directors, as well as having nominating and corporate governance and compensation committees composed entirely of independent directors.


ITEM 1B.
ITEM 1B.    UNRESOLVED STAFF COMMENTS


None.

ITEM 2.PROPERTIES
ITEM 2.    PROPERTIES

The following table summarizes the location and general use of our principal properties as of February 1, 2020January 30, 2021 that we consider to be material to our business:
FacilityLocationOwned/LeasedSegmentApproximate Square Feet
Principal corporate officeColumbus, OhioOwnedCorporate, U.S. Retail and Other178,000
Distribution centerColumbus, OhioOwnedU.S. Retail and Other625,000
Fulfillment center(1)
Columbus, OhioLeasedU.S. Retail854,000
Distribution centerWestampton, New JerseyLeasedBrand Portfolio683,000
U.S. retail stores(2)
521519 various U.S. locationsLeasedU.S. Retail10,570,00010,547,000 
Canada retail stores(3)
145144 various Canadian locationsLeasedCanada Retail1,162,0001,156,000 
Showrooms10 various U.S. locationsLeasedBrand Portfolio99,00097,000 
Foreign sourcing officesTwo locationsOne location in China and one location in BrazilLeasedBrand Portfolio123,000117,000 
(1)Our fulfillment center is leased from Schottenstein Affiliates, a related party, and expires in September 2022 with two renewal options of five years each.
(2)Our DSW U.S. stores average approximately 20,300 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option, with 16 stores leased from Schottenstein Affiliates, a related party.
(3)The Shoe Company, Shoe Warehouse and DSW stores in Canada average approximately 8,000 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option.
15


(1)    Our fulfillment center is leased from Schottenstein Affiliates, a related party, and expires in September 2022 with two renewal options of five years each.
(2)    Our DSW U.S. stores average approximately 20,300 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option.
(3)    The Shoe Company, Shoe Warehouse, and DSW stores in Canada average approximately 5,300 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option.

We believe that our principal properties will meet our operational needs for the foreseeable future.

ITEM 3.LEGAL PROCEEDINGS
ITEM 3.    LEGAL PROCEEDINGS

The information set forth in Note 16,15, Commitments and Contingencies - Legal Proceedings, of the Consolidated Financial Statements of this Annual Report on Form 10-K is incorporated herein by reference.

ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.    MINE SAFETY DISCLOSURES

Not Applicable.


PART II

ITEM 5.
ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Shares

Our Class A common shares are listed for trading on the New York Stock Exchange ("NYSE")NYSE under the ticker symbol "DBI." 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. As of April 24, 2020,March 15, 2021, there were 179192 holders of record of our Class A common shares and 13 holders of record of our Class B common shares. TheThe number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

Dividends

On March 17, 2020, we announced that we would reduce dividends for the first quarter of fiscal 2020 and thereafter discontinued paying dividends for the balance of fiscal 2020. The payment of any future dividends is subject to the ABL Revolver and Term Loan restrictions and is at the discretion of our Board of Directors, and is based onwhich considers our expectations of 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. Our Credit Facility allows the payments of dividends by us or our subsidiaries, provided that immediately before and after a dividend payment there is no event of default, as defined in our Credit Facility. Refer to Item 6. Selected Financial Data of this Annual Report on Form 10-K for additional information on our dividend history. On March 17, 2020, the Board of Directors declared a quarterly cash dividend payment of $0.10 per share for both Class A and Class B common shares. The dividend was paid on April 10, 2020 to shareholders of record at the close of business on March 30, 2020.

Share Repurchase Program

On August 17, 2017, the Board of Directors authorized the repurchase of anadditional additional $500$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 fiscal 2020, we did not repurchase any Class A common shares. The share repurchase program is subject to the ABL Revolver and Term Loan restrictions and 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. SharesAny share repurchases will be repurchasedcompleted in the open market at times and in amounts considered appropriate based on price and market conditions.

Restrictions

The following table sets forthABL Revolver and the Class A commonTerm Loan each contain customary covenants restricting our ability to pay dividends or repurchase stock. We are restricted from paying dividends or repurchasing stock until the third quarter of fiscal 2021 at the earliest, after which certain limitations apply. We currently do not anticipate paying dividends or repurchasing additional shares under our share repurchases during the most recent quarter:repurchase program.

16

(in thousands, except per share amounts)
(a)
Total Number of Shares Purchased
 
(b)
Average Price Paid per Share
 
(c)
Total Number of Shares Purchased as Part of Publicly Announced Programs
 
(d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
November 3, 2019 to November 30, 2019
 $
 
 $334,935
December 1, 2019 to January 4, 2020
 $
 
 $334,935
January 5, 2020 to February 1, 2020(1)
1
 $15.75
 
 $334,935
 1
 $15.75
 
  

(1)The total number of shares repurchased represents shares withheld in connection with tax payments due upon vesting of employee restricted stock awards.


Performance Graph

The following graph compares our cumulative total shareholder return on our Class A common shares with the cumulative total returns of the Standard and Poor's ("S&P") MidCap 400 Index and the S&P MidCap 400 Retail Index, all of which are published indices. The comparison of the cumulative total returns for each investment assumes that $100 was invested on January 31, 201530, 2016 and that all dividends were reinvested. This comparison includes the period ended January 31, 201530, 2016 through the period ended February 1, 2020.

picture1.jpg

Company / Index January 31, 2015 January 30, 2016 January 28, 2017 February 3, 2018 February 2, 2019 February 1, 2020
Designer Brands Inc. $100.00
 $69.31
 $60.73
 $60.96
 $86.61
 $48.67
S&P MidCap 400 Index $100.00
 $91.82
 $118.23
 $133.63
 $128.32
 $139.87
S&P MidCap 400 Retail Index $100.00
 $86.57
 $87.62
 $87.83
 $88.37
 $86.46

ITEM 6.SELECTED FINANCIAL DATA

January 30, 2021.
The following table sets forth various selected financial information. Such selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
dsw-20210130_g1.jpg

Company / IndexJanuary 30, 2016January 28, 2017February 3, 2018February 2, 2019February 1, 2020January 30, 2021
Designer Brands Inc.$100.00 $87.62 $87.96 $124.95 $70.23 $61.40 
S&P MidCap 400 Index$100.00 $128.76 $145.53 $139.75 $152.32 $177.59 
S&P MidCap 400 Retail Index$100.00 $101.22 $101.46 $102.09 $99.88 $173.05 

ITEM 6.    NOT APPLICABLE
(in thousands, except percentages, per share and per square foot data, and store count)
Fiscal(1)
2019(2)
 
2018(3)
 2017 2016 2015
Statement of Operations Data:  
      
Net sales(4)
$3,492,687
 $3,177,918
 $2,805,555
 $2,713,355
 $2,620,248
Gross profit(4)
$999,670
 $938,689
 $799,132
 $779,898
 $768,369
Operating profit$127,299
 $59,005
 $125,058
 $199,977
 $213,551
Net income (loss)(5)
$94,497
 $(20,466) $67,452
 $124,419
 $136,034
Diluted earnings (loss) per share(5)
$1.27
 $(0.26) $0.84
 $1.51
 $1.54
Weighted average number of diluted shares outstanding74,605
 80,026
 80,687
 82,135
 88,501
Balance Sheet Data:         
Cash and cash equivalents and investments$111,538
 $169,087
 $300,537
 $287,091
 $330,475
Inventory$632,587
 $645,317
 $501,903
 $499,995
 $484,236
Total assets$2,465,070
 $1,620,584
 $1,421,517
 $1,436,884
 $1,369,109
Debt$190,000
 $160,000
 $
 $
 $
Total shareholders' equity$720,914
 $832,377
 $955,251
 $942,236
 $904,924
Other Data:         
Comparable sales change(6)
0.8% 6.1% (0.4)% (3.0)% 0.8%
Number of U.S. Retail stores:         
Beginning of period516
 512
 501
 468
 431
New stores7
 9
 15
 34
 40
Closed stores(2) (5) (4) (1) (3)
End of period521
 516
 512
 501
 468
Number of Canada Retail stores:         
Beginning of period139
 
 
 
 
Acquired stores
 180
 
 
 
New stores9
 
 
 
 
Closed stores(3) (41) 
 
 
End of period145
 139
 
 
 
Store square footage:(7)
         
U.S. Retail10,570
 10,529
 10,485
 10,336
 9,805
Canada Retail1,162
 1,150
 
 
 
Net sales per average square foot:         
U.S. Retail$260
 $260
 $246
 $246
 $258
Canada Retail(8)
$216
 $212
 $
 $
 $
ABG stores serviced283
 287
 293
 395
 379
Cash dividends per share$1.00
 $1.00
 $0.80
 $0.80
 $0.80
(1)All fiscal years are based on a 52-week year, except for fiscal 2017, which is based on a 53-week year.
(2)During fiscal 2019, we adopted the new accounting standard for leases, Accounting Standards Update ("ASU") 2016-02 and the related amendments. We elected to initially apply ASU 2016-02 as of February 3, 2019, with the recognition of $1.0 billion of lease assets and $1.1 billion of lease liabilities and a cumulative-effect adjustment that decreased retained


earnings by $9.6 million for transition impairments related to previously impaired leased locations. Periods prior to February 3, 2019 were not restated. Upon transition to ASU 2016-02, we recognized lease liabilities based on the present value of the remaining future fixed lease commitments, net of outstanding tenant allowance receivables, with corresponding lease assets. Amounts for prepaid expenses, deferred rent, deferred construction and tenant allowances, the accrual for lease obligations, and favorable and unfavorable leasehold interests were netted against the lease assets.
(3)On May 10, 2018, we acquired the remaining interest in TSL that we did not previously own. Beginning with our second quarter of fiscal 2018, TSL ceased being accounted for under the equity method of accounting and was accounted for as a consolidated wholly owned subsidiary. On November 5, 2018, we completed the acquisition of Camuto Group.
(4)We changed our presentation of net sales and gross profit for all periods presented to include commission income. Previously reported other revenue, which primarily included operating sublease income, was reclassified to operating expenses.
(5)Net income and diluted earnings per share for fiscal 2019 included net after-tax charges of $19.8 million, or $0.26 per diluted share, primarily related to integration and restructuring costs and impairment charges. Net loss and diluted loss per share for fiscal 2018 included net after-tax charges of $155.3 million, or $1.92 per diluted share, primarily related to impairment charges, acquisition-related activities, the exit of the Town Shoes banner, other restructuring costs, and the net tax expense impact of finalizing the U.S. Tax Reform implementation assessment. Net income and diluted earnings per share for fiscal 2017 included net after-tax charges of $55.5 million, or $0.68 per diluted share, primarily related to impairment charges, inventory write-downs, amortization of intangibles and the change in fair value of the contingent consideration liability associated with Ebuys, restructuring costs, foreign exchange net losses, and the initial net tax expense impact of implementing the U.S. Tax Reform.
(6)A store is considered comparable when 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 they are closed. Comparable sales include e-commerce sales. Stores in Canada from the TSL acquisition that were in operation for at least 14 months at the beginning of fiscal 2019, along with its e-commerce sales, were added to the comparable base beginning with the second quarter of fiscal 2019. 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 in the prior year. For the Brand Portfolio segment, sales from the direct-to-consumer www.vincecamuto.com e-commerce site were added to the comparable base beginning with the fourth quarter of fiscal 2019.
(7)Store square footage represents the total amount of square footage as of the end of the fiscal year for stores and does not include ABG or square footage of the distribution and fulfillment centers.
(8)Canada Retail sales for fiscal 2018 included in the calculation of net sales per average square foot have been annualized on a full year basis. The calculation excludes the Town Shoes banner that was exited during fiscal 2018.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management's discussion and analysis of financial condition and results of operations contains forward-looking statements that involve various risks and uncertainties. See Cautionary Statement on page iii for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion is best read in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A. Risk Factors of this Annual Report on Form 10-K and included elsewhere in this Annual Report on Form 10-K.

The following discussion includes a comparison of our results of operations and liquidity and capital resources for fiscal 20192020 and 2018. A2019. We have omitted discussion of a comparison of our results of operations and liquidity and capital resources for fiscal 2018 and 2017 has been omitted from this Form 10-K butresults, which may be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended February 2, 2019,1, 2020, filed with the SEC on March 26, 2019.May 1, 2020 and amended on May 7, 2020.


17


Executive Overview and Trends in Our Business

During fiscal 2020 and into fiscal 2021, the volatile macro environment and business conditions have required us to be nimble and quickly adapt our business model. The following are examples of trends in our business and changes we have made in response to the impacts of COVID-19 and the current macroeconomic environment:
Inventory Management- COVID-1    9 has negatively impacted the U.S. and global economics, resulting in a drop in demand for our products, specifically in the seasonal and dress categories. We have implemented inventory management actions that enabled us to decrease total inventory by 25.2% at the end of fiscal 2020 compared to the end of fiscal 2019. Throughout the fiscal year, we have been more aggressive with our promotional activity to clear through seasonal inventory and drive sales, and this markdown activity has materially impacted margins.
Changing Consumer Preferences- With our customers staying home, there has been a clear shift in consumer behavior and preferences to athleisure, which includes athletic and casual products, and away from dress and seasonal categories. We have modified receipts to match these expectations and continue to see opportunity ahead of us given our historic under-penetration in the athletic space.
Strength in Digital- With the decrease in store traffic during fiscal 2020, our digital fulfillment options, such as Buy Online Pick Up in Store, Buy Online Ship to Store, and Curbside Pickup, coupled with our ability to use our stores for fulfillment, have served us well in mitigating decreased revenues. We were able to generate strong digital demand during fiscal 2020, well above the digital demand for last year across all segments.

We anticipate that adapting to operating as a digital-focused retailer will have a lasting influence on how we operate moving forward. In addition, we believe that our increased penetration in the athletic market, coupled with our historical success in dress and seasonal and a fully integrated supply chain supported by our acquisition of Camuto Group, position us well to be a premier footwear retailer for all of the family's needs over the long term.

Impact of COVID-19 on our Results of Operations

In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") outbreak a pandemic, which continuespandemic. On March 18, 2020, to help control the spread throughout North Americaof the virus and worldwide. Theprotect the health and safety of our customers, associates, and employees remain our top priority as we continue to make decisions during this rapidly evolving situation. We have taken decisive actions across our businesses to help protect employees, customers and others in the communities we serve. As a measure to limit the spread of the virus, effective March 18, 2020,serve, we temporarily closed all of our stores in the U.S. and Canada. Our e-commerce business will continueIn addition, we took several actions in late March 2020 to reduce costs and operations to levels that were more commensurate with then-current sales, including furloughs and pay reductions. As this continues to be available to customers and our stores will be used in the fulfillment of online orders to be shipped to customers or available for curbside pickup. During thisan unprecedented period of uncertainty, we have in place business continuity plans involvingmade and may continue to make adjustments to our operational plans, inventory disciplines,controls, and liquidity management, andas well as reductions to our expense and capital expenditure plans. Such measures include implementing temporary leaves

During the second quarter and into the third quarter of absence for over 80% of our workforce without direct pay and pay reductions for nearly all employees not placed on temporary leave. The COVID-19 outbreak and the temporary closure offiscal 2020, we re-opened all of our stores, hasdiscontinued the furlough program, and restored pay for our associates that had a material adverse impact on our business, liquidity, financial condition,taken pay reductions. Beginning in July 2020, we initiated an internal reorganization and results of operations.

While we cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact, based on our current understanding of governmental mandates and maintaining the health and safetyreduction of our workforce with additional actions taken throughout fiscal 2020, resulting in the elimination of approximately 1,000 associate positions, including over 200 vacant positions that will not be filled.

Following the re-opening of stores, we experienced and have continued to experience significantly reduced customer traffic and net sales, which included subsequent store closures and reduced hours in certain areas, primarily in Canada, where government-imposed restrictions were mandated. Our retail customers in the Brand Portfolio segment have had and employees, we believeare having similar experiences. Given the continuation of overall depressed consumer sentiment, customer behavior has been and may continue to be slow to return to pre-COVID-19 patterns and levels, if at all. We have continued to serve our customers through our e-commerce businesses during the period that our stores willwere closed and beyond, but store closures primarily begin re-opening induring the second quarterfirst half of fiscal 2020 withand continuing reduced customer traffic resulted in a gradual returnsharp decline in our net sales and cash flows.

The COVID-19 pandemic remains challenging and unpredictable. The ongoing and prolonged nature of the outbreak has continued to adversely impact our business and may lead to further adjustments to store traffic through the remainder of fiscal 2020.operations, as well as continue to drive changes in customer behaviors and preferences, including reductions in consumer spending, which may necessitate further shifts in our business model. As such, the ultimate impacts of the COVID-19 outbreak to our businesses remain highly uncertain and will depend on future developments, including the widespread availability, use and effectiveness of vaccines, which are highly uncertain and we will continuecannot be predicted. We may have additional write-downs or adjustments to assess the financial impacts. The disruption to the global economy and to our business, along with a sustained decline in our stock price, may lead to triggering events that may indicate that the carrying value of certain assets, including inventories, accounts receivables, long-lived assets, intangibles, goodwill, and goodwill, may not be recoverable.the valuation allowance on deferred tax assets.

In support
18


Financial Summary and Other Key Metrics

Net sales decreased to $2.2 billion for fiscal 2020 from $3.5 billion for fiscal 2019. The 36.0% decrease in net sales was primarily driven by the ongoing and prolonged impacts of our long-term vision to become the leading footwear retailer in the U.S., we continue to invest in our differentiators. These include private labels, exclusive partnerships, our best in class loyalty programs, and customer experiences. We continually explore new ways to expand our audience and gain market share. We were pleased with the performance of our Canada Retail segment during fiscal 2019 with continued positive comparable sales and further margin growth, benefiting from moving their digital offeringCOVID-19, which contributed to the platform34.2% decrease in comparable sales. During fiscal 2020, we use in the U.S. Following the first full year of operating the Camuto Group business,experienced significantly reduced customer traffic and net sales relative to fiscal 2019. In addition, we remain on track to convert the production of the majority of our DSW private label to thehad lower Brand Portfolio segment sales in fiscal 2020. At that time,2020 due to our retailer customers also experiencing significantly reduced customer traffic and lower demand for our products.

In fiscal 2020, gross profit as a percentage of net sales was 13.9%, as compared to 28.6% last year. The decrease in the gross profit rate was primarily driven by the impact of the COVID-19 outbreak on our operations, which we expectaddressed with aggressive promotional activity. The impact of COVID-19 and the actions we took also resulted in increased shipping costs associated with higher digital penetration and the deleveraging of distribution and fulfillment, store occupancy, and royalty expenses on lower sales volume.

Net loss for fiscal 2020 was $488.7 million, or a loss of $6.77 per diluted share, which included net after-tax charges of $207.1 million, or $2.87 per diluted share, primarily related to realizeimpairment and restructuring charges, a settlement gain with a vendor, and the benefitsvaluation allowance established against deferred tax assets. Net income for fiscal 2019 was $94.5 million, or $1.27 earnings per diluted share, which included net after-tax charges of having greater exclusivity in product offerings at higher margins.

We were faced$15.1 million, or $0.20 per diluted share, primarily related to integration and restructuring expenses associated with challenges both internally and externallythe businesses acquired in fiscal 2019, primarily during2018 and impairment charges, partially offset by a valuation allowance release related to the second half of the year. During our fourth quarter, we were focused on stabilizing the business through remedying several issues within our control. Following the holidays, we instituted a patchnet operating loss utilization for our new POS system that, combined with the discontinued practice of allowing multiple promotions for a single transaction, has positively impacted both net sales and gross profits. In addition, we adjusted our inventory positions and investmentslegal entity in marketing.Canada.

Comparable Sales Performance Metric

The following table presents comparable sales for each segment and in total for the last two fiscal years:
Fiscal
20202019
Comparable sales:
U.S. Retail segment(34.9)%0.3 %
Canada Retail segment(26.0)%7.2 %
Brand Portfolio segment - direct-to-consumer channel38.2 %98.8 %
Other(50.4)%0.3 %
Total comparable sales(34.2)%0.8 %
We consider comparable sales, 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, and investors may find it useful as such. Comparablebusinesses. We include stores in our comparable sales is a primary metric commonly used throughout the retail industry. A store is considered comparable whenfor those 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 during fiscal 2020 as a result of the COVID-19 outbreak as management continues to believe that this metric is meaningful to monitor our performance. Comparable sales include e-commerce sales. Stores in Canada from the TSL acquisition that were in operation for at least 14 months at the beginning of fiscal 2019, along with its e-commerce sales, were added to the comparable base beginning with the second quarter of fiscal 2019. 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 inof the prior year. ForComparable sales for the Brand Portfolio segment sales frominclude the direct-to-consumer www.vincecamuto.com e-commerce site were added to the comparable base beginningat www.vincecamuto.com. Beginning with the fourththird quarter of fiscal 2019.2020, comparable sales no longer include the Other segment due to no longer having activity in the Other segment. 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.


19


ComparabilityNumber of Stores

There are aAt the end of the last two fiscal years, we had the following number of items that affect comparability when reviewing our results of operations for fiscal 2019 and 2018. Significant items to consider include:stores:
During fiscal 2019, we incurred integration and restructuring costs related to our prior year acquisition activity of $17.7 million, which consisted primarily of severance, fees for terminating joint ventures, and professional fees and other integration costs. Also during fiscal 2019, we recorded impairment charges of $7.8 million, including $4.8 million for operating lease assets and other property and equipment in the Brand Portfolio segment related to the planned consolidation of certain locations as part of our integration efforts and $3.0 million primarily for operating lease assets related to under-performing stores.
January 30, 2021February 1, 2020
U.S. Retail segment - DSW stores519 521 
Canada Retail segment:
The Shoe Company / Shoe Warehouse stores117 118 
DSW stores27 27 
144 145 
Total number of stores663 666 
During fiscal 2018, we recorded impairment charges of long-lived assets of $19.0 million, primarily for an abandoned corporate internal-use software that was under development and leasehold improvements related to under-performing stores, and as a result of our decision to exit the Town Shoes banner, we closed or re-branded all Town Shoes banner stores and recorded lease exit and other termination costs of $16.4 million. Also during fiscal 2018, we incurred restructuring costs of $5.6 million in severance, primarily related to changes in our store labor model and the exit of the Town Shoes banner, and we incurred acquisition-related costs and target acquisition costs of $27.9 million. In addition, fiscal 2018 included the wind-down operations of Ebuys, which included lease exit and other termination costs of $6.6 million and incremental income tax expense of $2.3 million.
On May 10, 2018, we acquired the remaining interest in TSL that we did not previously own. TSL results were included in the consolidated results of operations as a wholly owned subsidiary beginning with the second quarter of fiscal 2018. For the first quarter of fiscal 2018, the loss from our equity investment interest in TSL was included in our consolidated results of operations. Due to the acquisition of the remaining interest in TSL, we remeasured to fair value our previously held assets, which included our equity investment in TSL and notes and accounts receivable from TSL. During fiscal 2018, as a result of the remeasurement, we recorded a loss of $34.0 million to non-operating expenses, net. Also during fiscal 2018, we reclassified a net loss of $12.2 million of foreign currency translation related to the previously held balances from accumulated other comprehensive loss to non-operating expenses, net. In addition, with the TSL acquisition being accounted for as a step acquisition, the purchase price included the fair value of our previously held assets, which considered the valuation of the TSL enterprise. This valuation identified that the resulting goodwill was not supportable as the value of the acquired net assets exceeded the enterprise fair value. As a result, during fiscal 2018, we recorded a goodwill impairment charge of $41.8 million, which resulted in impairing all of TSL’s goodwill.
On November 5, 2018, we completed the acquisition of Camuto Group. Camuto Group's results were included in the consolidated results of operations as a wholly owned subsidiary beginning with the fourth quarter of fiscal 2018. During fiscal 2018, we recognized $5.3 million of additional cost of sales related to an inventory valuation step-up recorded as part of the acquisition.

Financial Summary

Net sales increased to $3.5 billion for fiscal 2019 from $3.2 billion for fiscal 2018. The 9.9% increase in net sales was driven by incremental net sales from acquired businesses prior to the anniversary of their acquisitions, a 0.8% increase in comparable sales, and an increase for non-comparable store sales, partially offset by the impact of stores closed, primarily the Town Shoes banner stores, the decrease in Brand Portfolio sales after the anniversary of the acquisition, and the loss of sales from the exit of Ebuys.

In fiscal 2019, gross profit as a percentage of net sales was 28.6%, a decrease of 90 basis points from 29.5% in the previous year. The decrease in the gross profit rate was primarily due to the decline in the U.S. Retail segment primarily driven by higher shipping costs in the current year associated with higher digital penetration and a benefit recognized in fiscal 2018 as a result of adjusting our loyalty programs deferred revenue due to the relaunch of the DSW VIP rewards program. The Canada Retail segment gross profit margin improved primarily due to lower clearance activity with improvements in the inventory position and improved leverage in occupancy costs with the exit of the Town Shoes banner last year.

Net income for fiscal 2019 was $94.5 million, or $1.27 per diluted share, which included net after-tax charges of $19.8 million, or $0.26 per diluted share, primarily related to integration and restructuring expenses associated with the businesses acquired in fiscal 2018 and impairment charges. Net loss for fiscal 2018 was $20.5 million, or $0.26 loss per diluted share, which included net after-tax charges of $155.3 million, or $1.92 per diluted share, primarily related to impairment charges, acquisition-related activities, the exit of the Town Shoes banner, other restructuring costs, and the net tax expense impact of finalizing the U.S. Tax Reform implementation assessment.

We continue making investments in our business that support our long-term growth objectives. During fiscal 2019, we invested $77.8 million in capital expenditures compared to $65.4 million during fiscal 2018. Our capital expenditures during fiscal 2019 were primarily related to 16 new store openings, store remodels and business infrastructure.

Results of Operations

The following represents selected components of our consolidated results of operations, with associated percentages of net sales:
Fiscal    Fiscal
2019 2018 Change20202019Change
(dollars in thousands, except per share amounts)Amount % of Net Sales Amount % of Net Sales Amount %(dollars in thousands, except per share amounts)Amount% of Net SalesAmount% of Net SalesAmount%
Net sales(1)
$3,492,687
 100.0 % $3,177,918
 100.0 % $314,769
 9.9 %
Net salesNet sales$2,234,719 100.0 %$3,492,687 100.0 %$(1,257,968)(36.0)%
Cost of sales(2,493,017) (71.4) (2,239,229) (70.5) (253,788) 11.3 %Cost of sales(1,923,478)(86.1)(2,493,017)(71.4)569,539 (22.8)%
Gross profit(1)
999,670
 28.6
 938,689
 29.5
 60,981
 6.5 %
Operating expenses(1)
(874,749) (25.1) (820,222) (25.7) (54,527) 6.6 %
Income from equity investment in ABG-Camuto10,149
 0.3
 1,298
 0.0
 8,851
 681.9 %
Gross profitGross profit311,241 13.9 999,670 28.6 (688,429)(68.9)%
Operating expensesOperating expenses(753,278)(33.7)(874,749)(25.1)121,471 (13.9)%
Income from equity investmentIncome from equity investment9,329 0.5 10,149 0.3 (820)(8.1)%
Impairment charges(7,771) (0.2) (60,760) (1.9) 52,989
 (87.2)%Impairment charges(153,606)(6.9)(7,771)(0.2)(145,835)1,876.7 %
Operating profit127,299
 3.6
 59,005
 1.9
 68,294
 115.7 %
Interest income (expense), net(7,355) (0.2) 1,288
 0.0
 (8,643) NM
Non-operating expenses, net(170) (0.0 ) (49,616) (1.6) 49,446
 (99.7)%
Income before income taxes and loss from equity investment in TSL119,774
 3.4

10,677
 0.3
 109,097
 1,021.8 %
Income tax provision(25,277) (0.7) (29,833) (0.9) 4,556
 (15.3)%
Loss from equity investment in TSL
 
 (1,310) 0.0
 1,310
 NM
Operating profit (loss)Operating profit (loss)(586,314)(26.2)127,299 3.6 (713,613)NM
Interest expense, netInterest expense, net(23,694)(1.1)(7,355)(0.2)(16,339)222.1 %
Non-operating income (expenses), netNon-operating income (expenses), net1,361 0.1 (170)(0.0)1,531 NM
Income (loss) before income taxesIncome (loss) before income taxes(608,647)(27.2)119,774 3.4 (728,421)NM
Income tax benefit (provision)Income tax benefit (provision)119,928 5.3 (25,277)(0.7)145,205 NM
Net income (loss)$94,497
 2.7 % $(20,466) (0.6)% $114,963
 NMNet income (loss)$(488,719)(21.9)%$94,497 2.7 %$(583,216)NM
Basic and diluted earnings (loss) per share:           Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share$1.28
   $(0.26)   $1.54
 NMBasic earnings (loss) per share$(6.77)$1.28 $(8.05)NM
Diluted earnings (loss) per share$1.27
   $(0.26)   $1.53
 NMDiluted earnings (loss) per share$(6.77)$1.27 $(8.04)NM
Weighted average shares used in per share calculations:           Weighted average shares used in per share calculations:
Basic shares73,602
   80,026
   (6,424) (8.0)%Basic shares72,198 73,602 (1,404)(1.9)%
Diluted shares74,605
   80,026
   (5,421) (6.8)%Diluted shares72,198 74,605 (2,407)(3.2)%
NM - Not meaningful
(1)We changed our presentation of net sales and gross profit for all periods presented to include commission income. Previously reported other revenue, which primarily included operating sublease income, was reclassified to operating expenses.


Net Sales

The following summarizes the change in consolidated net sales from the previous fiscal year:
20


 Fiscal
(in thousands)2019 2018
Consolidated net sales for the previous fiscal year$3,177,918
 $2,805,555
Increase in comparable sales23,518
 158,225
Net increase from non-comparable store sales and other changes11,920
 55,474
Loss of net sales from closed stores(50,342) (11,707)
Decrease in Brand Portfolio segment net sales after anniversary of acquisition(7,687) 
Incremental external net sales from 2018 acquired businesses prior to the anniversary of their acquisitions342,992
 309,961
Loss of net sales from the exit of Ebuys and Gordmans(5,632) (103,964)
Net sales during the 53rd week in fiscal 2017

 (35,626)
Consolidated net sales$3,492,687
 $3,177,918

Net Sales- The following summarizes net sales by segment:
FiscalChange
(dollars in thousands)20202019Amount%Comparable Sales %
Segment net sales:
U.S. Retail$1,800,323 $2,745,395 $(945,072)(34.4)%(34.9)%
Canada Retail182,659 249,017 (66,358)(26.6)%(26.0)%
Brand Portfolio248,646 448,285 (199,639)(44.5)%38.2%
Other62,909 122,090 (59,181)(48.5)%(50.4)%
Total segment net sales2,294,537 3,564,787 (1,270,250)(35.6)%(34.2)%
Elimination of intersegment net sales(59,818)(72,100)12,282 (17.0)%
Consolidated net sales$2,234,719 $3,492,687 $(1,257,968)(36.0)%
 Fiscal Change
(dollars in thousands)2019 2018 Amount % 
Comparable Sales %(1)
Segment net sales:         
U.S. Retail$2,745,395
 $2,738,989
 $6,406
 0.2 % 0.3%
Canada Retail249,017
 220,325
 28,692
 13.0 % 7.2%
Brand Portfolio448,285
 99,812
 348,473
 349.1 % 98.8%
Other122,090
 128,968
 (6,878) (5.3)% 0.3%
Total segment net sales3,564,787
 3,188,094
 376,693
 11.8 % 0.8%
Elimination of intersegment net sales(72,100) (10,176) (61,924) 608.5 %  
Consolidated net sales$3,492,687
 $3,177,918
 $314,769
 9.9 %  
(1)For the Canada Retail segment, stores from the TSL acquisition that were in operation for at least 14 months at the beginning of fiscal 2019, along with its e-commerce sales, were added to the comparable base beginning with the second quarter of fiscal 2019. For the Brand Portfolio segment, sales from the direct-to-consumer www.vincecamuto.com e-commerce site were added to the comparable base beginning with the fourth quarter of fiscal 2019.

The increase in net sales was driven by incremental net sales from acquired businesses prior to the anniversary of their acquisitions, a 0.8% increasedecreases in comparable sales for all segments, except Brand Portfolio, and an increasein total consolidated net sales, were primarily driven by the temporary closure of stores during our peak selling season in response to the COVID-19 outbreak, significantly reduced customer traffic since re-opening, and further temporary closures for non-comparable store sales,certain stores in Canada during the fourth quarter of fiscal 2020. This decrease was partially offset by strong performance in our e-commerce channels, including www.vincecamuto.com, which is included in comparable sales for the impact of stores closed, primarily the Town Shoes banner stores, the decrease in Brand Portfolio sales after the anniversary of the acquisition, and the loss of sales from the exit of Ebuys. Within the U.S. Retail segment, comparable sales increased primarily due to higher comparable transactions driven by an increase in traffic, partially offset by a decline in comparable average dollar sales per transaction. Within the Canada Retail segment, comparable sales increased due to higher comparable average dollar sales per transaction, primarily as a resultcertain amount of customer demand shifted online. Brand Portfolio segment net sales were also negatively impacted by the significant improvements to its digital platformCOVID-19 outbreak as our retailer customers temporarily closed stores and lower clearance inventory.canceled orders.


Gross Profit- The following summarizes gross profit by segment:
Fiscal
20202019Change
(dollars in thousands)Amount% of Segment Net SalesAmount% of Segment Net SalesAmount%Basis Points
Segment gross profit:
U.S. Retail$242,786 13.5 %$786,976 28.7 %$(544,190)(69.1)%(1,520)
Canada Retail28,651 15.7 %79,850 32.1 %$(51,199)(64.1)%(1,640)
Brand Portfolio36,393 14.6 %114,170 25.5 %$(77,777)(68.1)%(1,090)
Other962 1.5 %26,065 21.3 %$(25,103)(96.3)%(1,980)
308,792 1,007,061 
Elimination of intersegment gross loss (profit)2,449 (7,391)
Gross profit$311,241 13.9 %$999,670 28.6 %$(688,429)(68.9)%(1,470)
 Fiscal      
 2019 2018 Change
(dollars in thousands)Amount % of Segment Net Sales Amount % of Segment Net Sales Amount % Basis Points
Segment gross profit:             
U.S. Retail$786,976
 28.7% $840,174
 30.7% $(53,198) (6.3)% (200)
Canada Retail79,850
 32.1% 55,937
 25.4% 23,913
 42.7 % 670
Brand Portfolio114,170
 25.5% 18,920
 19.0% 95,250
 503.4 % 650
Other26,065
 21.3% 25,252
 19.6% 813
 3.2 % 170
 1,007,061
   940,283
        
Elimination of intersegment gross profit(7,391)   (1,594)        
Consolidated gross profit$999,670
 28.6% $938,689
 29.5% $60,981
 6.5 % (90)

The U.S. Retail segmentdecrease in gross profit margin declinedwas primarily driven by higherthe impacts of the COVID-19 outbreak on our operations, including the temporary closure of stores and significantly reduced customer traffic since re-opening, which we addressed with aggressive promotional activity. The impact of COVID-19 and the actions that we took also resulted in increased shipping costs in the current year associated with higher digital penetration and a benefit recognized in fiscal 2018 as a resultthe deleveraging of adjusting our loyalty programs deferred revenue due to the relaunch of the DSW VIP rewards program. The Canada Retail segment gross profit margin improved primarily due todistribution and fulfillment, store occupancy, and royalty expenses on lower clearance activity with improvements in the inventory position and improved leverage in occupancy costs with the exit of the Town Shoes banner last year. The Brand Portfolio segment gross profit for fiscal 2018 includes only the fourth quarter of activity following the acquisition whereas fiscal 2019 includes a full year of activity. The gross profit margin of the Brand Portfolio segment in fiscal 2018 was negatively impacted by the recognition to cost of sales of $5.3 million of inventory step-up value related to the valuation of inventory at acquisition.volume.

21


Elimination of intersegment gross profitloss (profit) consisted of the following:
FiscalChange
(dollars in thousands)20202019Amount%
Elimination of intersegment activity:
Net sales recognized by Brand Portfolio segment$(59,818)$(72,100)$12,282 (17.0)%
Cost of sales:
Cost of sales recognized by Brand Portfolio segment42,028 51,068 (9,040)(17.7)%
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period20,239 13,641 6,598 48.4 %
Gross loss (profit)$2,449 $(7,391)$9,840 NM
 Fiscal Change
(dollars in thousands)2019 2018 Amount %
Elimination of intersegment activity -       
Net sales recognized by Brand Portfolio segment$(72,100) $(10,176) $(61,924) 608.5%
Cost of sales:       
Cost of sales recognized by Brand Portfolio segment51,068
 8,098
 42,970
 530.6%
Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period13,641
 484
 13,157
 2,718.4%
Gross profit$(7,391) $(1,594) $(5,797) 363.7%


NM - Not meaningful
Operating Expenses

Operating Expenses- Operating expenses as a percentage of net sales were 25.1% and 25.7% for fiscal 2019 and fiscal 2018, respectively. The decrease as a percentage of net salesdecreased by $121.5 million over the priorlast year, was primarily driven by lowerthe implementation of temporary leaves of absence without pay for a significant number of our employees, the reduction of pay for nearly all remaining employees in response to the COVID-19 outbreak for most of the first half of fiscal 2020 and the reduction of our workforce, and reductions in store labor initiated at the end of the second quarter of fiscal 2020, which was partially offset by higher incentive compensation and marketing investments inexpense, and incremental costs directly related to COVID-19. Operating expenses during fiscal 2019, and the impact of lease exit charges and acquisition-related costs in fiscal 2018, partially2020 were offset by the impact of including Camuto Groupgovernment subsidies in the consolidated resultsform of qualified payroll tax credits of $11.4 million and higher integration and restructuring charges in fiscal 2019.a gain of $9.0 million from a settlement with a vendor.

Income from equity investment in ABG-Camuto

From Equity Investment- We account for our equity investment in ABG-Camuto using the equity method of accounting, with the net earnings attributable to our 40% investment being classified within operating profit. ABG-Camuto is an integral part of the Brand Portfolio segment given the licensing agreement between us and ABG-Camuto whichthat allows us to sell licensed, branded products to wholesale customers. Income from equity investment

Impairment Charges- As a result of the material reduction in ABG-Camutonet sales and cash flows, we performed our impairment analysis for our U.S. Retail and Canada Retail segments at the store-level. In addition, we evaluated other long-lived assets based on our intent to use such assets going forward. During fiscal 2018 includes only2020, we recorded impairment charges of $127.1 million ($104.2 million and $22.9 million for the fourth quarterU.S. Retail and Canada Retail segments, respectively). Also during fiscal 2020, we recorded an impairment charge of activity whereas fiscal 2019 includes$6.5 million for the Brand Portfolio segment customer relationship intangible asset resulting in a full yearimpairment due to the lack of activity.projected cash flows over the remaining useful life. Also as a result of the material reduction in net sales and cash flows and the decrease in the Company's market capitalization due to the impact of the COVID-19 outbreak on macroeconomic conditions, we updated our impairment analysis for goodwill and other indefinite-lived intangible assets. Our analysis concluded that the fair value of the First Cost reporting unit within the Brand Portfolio segment did not exceed its carrying value. Accordingly, during fiscal 2020, we recorded an impairment charge of $20.0 million for the First Cost reporting unit in the Brand Portfolio segment, resulting in a full impairment.


Impairment charges

During fiscal 2019, we recorded impairment charges of $7.8 million, including $4.8 million for operating lease assets and other property and equipment in the Brand Portfolio segment related to the planned consolidation of certain locations as part of our integration efforts, and $3.0 million primarily for operating lease assets related to under-performing stores ($2.3 million and $0.7 million for the U.S. Retail and Canada Retail segments, respectively).

Interest Expense, net- During fiscal 2018, we recorded impairment charges of $60.8 million, including $41.8 million for Canada Retail segment goodwill, $13.9 million for an abandoned corporate internal-use software that was2020, interest expense increased over last year due to additional debt under developmentour new ABL Revolver and $5.1 million primarily for leasehold improvements related to under-performing stores. With the TSL acquisition being accounted for as a step acquisition, the purchase price included the fair value of our previously held assets,Term Loan, which considered the valuation of the TSL enterprise. This valuation identified that the resulting goodwill was not supportable as the value of the acquired net assets exceeded the enterprise fair value. As a result, during fiscal 2018, we recorded a goodwill impairment charge that resulted in impairing all of the Canada Retail segment’s goodwill.have higher interest rates.

Non-operating Expenses, net

Due to the acquisition of the remaining interest in TSL during the second quarter of fiscal 2018, we remeasured to fair value our previously held assets, which included our equity investment in TSL and notes and accounts receivable from TSL. As a result of the remeasurement, we recorded a loss of $34.0 million to non-operating expenses, net. Also during fiscal 2018, we reclassified a net loss of $12.2 million of foreign currency translation related to the previously held balances from accumulated other comprehensive loss to non-operating expenses, net.

Income Taxes

Taxes- The effective tax rate for fiscal 20192020 was 21.1% compared19.7% compared to 318.5%21.1% for fiscal 2018.2019. The effective tax rates reflect the impact of federal, state and local, and foreign taxes.taxes and the decrease in the effective tax rate was primarily driven by the recording of an additional valuation allowance of $87.6 million partially offset by the ability to carry back current year losses to a tax year where the U.S. federal statutory tax rate was 35%. During fiscal 2019, we had $3.9 million valuation allowance release primarily related to the net operating loss utilization for our legal entity in Canada. During fiscal 2018, we had $2.1 million of tax expense due to finalizing the U.S. Tax Reform implementation and we had additional tax provision expense of approximately $20.0 million due to recording an additional valuation allowance and nondeductible discrete items, primarily related to the charges recorded as a result of the acquisition of TSL.

22


Liquidity and Capital Resources

Overview

Our primary ongoing operating cash flow requirements are for inventory purchases, payments on lease obligations and licensing commitments, other working capital needs, capital expenditures, for new stores, improving our information technology systems and infrastructure growth.debt service. Our working capital and inventory levels fluctuate seasonally. For additional information on our material cash requirements, refer to Note 13, Debt, Note 14, Leases, and Note 15, Commitments and Contingencies - Contractual Obligations, of the Consolidated Financial Statements of this Form 10-K.

We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business pursue our growth strategy and withstand unanticipated business volatility, including the impact of the outbreak of COVID-19. We believe that cash generated from our operations, and the business continuity plans put in place, together with our current levels of cash, and investments, as well as the use of our Credit Facility, as subsequently amended,ABL Revolver, are sufficient over the next 12 months to maintain our ongoing operations, support working capital requirements, and fund capital expenditures. The cash generated from operations is based on our expectation of re-opening our stores beginning primarily in the second quarter of fiscal 2020 with a gradual return of store traffic throughout the remainder of fiscal 2020. If additional liquidity is needed, we may take additional actions including adjusting our marketing spend, implement further employee furloughs, reducing the store labor requirements when stores open, and forego additional capital expenditures, and other discretionary expenses.meet our debt service obligations over the next 12 months.

Operating Cash Flows

For fiscal 2019, our2020, net cash used in operations was $153.8 million compared to net cash provided by operations wasof $196.7 million compared to $175.3 million for fiscal 2018.2019. The increasechange was driven by the net loss incurred during fiscal 2020 as a result of the COVID-19 outbreak after adjusting for non-cash activity, including impairment charges and the change in deferred taxes, which was partially offset by measures that we implemented to manage our working capital to preserve liquidity, including renegotiating vendor and landlord terms, reducing inventory orders, and significantly cutting costs.

Investing Cash Flows

For fiscal 2020, net cash provided by operatinginvesting activities was driven by distributions received from our equity investment in ABG-Camuto and improved use of working capital over fiscal 2018, as fiscal 2018 had an increased use of cash to fund working capital requirements$2.6 million, due to the additionliquidation of our available-for sale-securities and the acquired businesses.


Investing Cash Flows

proceeds from a settlement with a vendor, partially offset by capital expenditures of $31.1 million that were reduced in order to preserve liquidity. For fiscal 2019, net cash used in investing activities was $27.4 million, which wasprimarily due to capital expenditures of $77.8 million partially offset byexceeding the net liquidation of our available-for-sale securities. securities and the proceeds from a working capital settlement related to the Camuto Group acquisition.

Financing Cash Flows

For fiscal 2018,2020, net cash provided by financing activities was $123.0 million compared to net cash used in investingfinancing activities was $282.0of $183.4 million which was due to the acquisitions of TSLfor fiscal 2019. During fiscal 2020, we had net proceeds from borrowings from our ABL Revolver and Camuto Group, capital expenditures of $65.4 million and $16.0 million of additional borrowings by TSL prior to the acquisition, partiallyTerm Loan offset by the net liquidationsettlement of borrowings under our available-for-sale securities.

Financing Cash Flows

Forsenior unsecured revolving credit agreement (the "Credit Facility") and the payment of debt issuance costs associated with the changes we made to our debt structure. We also significantly reduced the amount of dividends paid during the first quarter of fiscal 2020 and did not pay any dividends subsequently. During fiscal 2019, net cash used in financing activities was $183.4 million, which wasprimarily due to the payment of dividends and the repurchase of Class A common shares under the share repurchase program, offset by the additional borrowings onpartially financed using our revolving line of credit, net of payments made, of $30.0 million. During fiscal 2019, we repurchased 7.1 million Class A common shares at a cost of $141.6 million. For fiscal 2018, net cash provided by financing activities was $30.0 million, which was due to borrowings on our revolving line of credit of $160.0 million, offset primarily by the payment of dividends and the repurchase of Class A common shares under the share repurchase program. During fiscal 2018, we repurchased 2.0 million Class A common shares at a cost of $47.5 million.Credit Facility.

Debt

Credit FacilityABL Revolver- - OurOn August 7, 2020, we replaced the Credit Facility with a maturity date of August 25, 2022,the ABL Revolver, which provides a revolving line of credit of up to $400$400.0 million, with sub-limitsincluding a Canadian sub-limit of up to $20.0 million, a $50.0 million sub-limit for the issuance of upletters of credit, a $40.0 million sub-limit for swing loan advances for U.S. borrowings, and a $2.0 million sub-limit for swing loan advances for Canadian borrowings. Our ABL Revolver matures in August 2025 and is secured by substantially all of our personal property assets, including a first priority lien on credit card receivables and inventory and a second priority lien on personal property assets that constitute first priority collateral for the Term Loan. The amount of credit available is limited to $50a borrowing base based on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of January 30, 2021, the ABL Revolver had a borrowing base of $400.0 million, with $100.0 million outstanding and $5.3 million in letters of credit swing loan advances of up to $15issued, resulting in $294.7 million and the issuance of up to $75 million in foreign currency revolving loansavailable for borrowings.

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Borrowings and letters of credit. The Credit Facility may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the Credit Facility. Our Credit Facility allows the payments of dividends by us or our subsidiaries, provided that immediately before and after a dividend payment there is no event of default, as defined in our Credit Facility.

Loanscredit issued under the revolving line of credit bearABL 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 overnight bank funding rate plus 0.5%, and (iii) the adjusted one-month London Interbank Offered Rate ("LIBOR") (as defined) plus 1.0%; or (B) an alternate baseadjusted LIBOR per annum (subject to a floor of 0.75%) plus, in each instance, an applicable rate as defined in the Credit Facility plus a marginto be determined based on our leverage ratio,average availability, with an interest rate of 3.4%3.25% as of February 1, 2020. Any loans issued in CAD bear interest at the alternate base rate plus a margin based on our leverage ratio. Interest on letters of credit issued under the Credit Facility is variable based on our leverage ratio and the type of letters of credit, with an interest rate of 1.8% as of February 1, 2020.January 30, 2021. Commitment fees are based on the average unused portion of the Credit Facility at a variable rate based on our leverage ratio. As of February 1, 2020 and February 2, 2019, we had $190.0 million and $160.0 million, respectively, outstanding under the Credit Facility. As of February 1, 2020, with the amount outstanding under the Credit Facility and $3.0 million in letters of credit issued, we had $207.0 million available for borrowings.ABL Revolver. Interest expense related to the Credit FacilityABL Revolver includes interest on borrowings and letters of credit, commitment fees and the amortization of debt issuance costs.

Term Loan- On August 7, 2020, we also entered into a $250.0 million Term Loan. The Term Loan requires minimum quarterly principal payments with the remaining outstanding balance due in August 2025. The Term Loan has limited prepayment requirements under certain conditions. The Term Loan is collateralized by a first priority lien on substantially all of our personal and real property (subject to certain exceptions), including investment property and intellectual property, and by a second priority lien on certain other personal property, primarily credit card receivables and inventory, that constitute first priority collateral for the ABL Revolver.

Borrowings under the Term Loan accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greater of (i) 3.25%, (ii) the prime rate, (iii) the overnight bank funding rate plus 0.5%, and (iv) the adjusted one-month LIBOR plus 1.0%, plus, in each instance, 7.5%; or (B) an adjusted LIBOR per annum (subject to a floor of 1.25%), plus 8.5%, with an interest rate of 9.75% (effective interest rate of 11.81% when including the amortization of debt issuance costs) as of January 30, 2021.

Debt Covenants-The Credit FacilityABL Revolver contains financiala minimum availability covenant in which an event of default shall occur if availability is less than the greater of $30.0 million or 10.0% of the maximum credit amount. The Term Loan includes a springing covenant imposing a minimum EBITDA covenant, which arises when liquidity is less than $150.0 million. In addition, the ABL Revolver and the Term Loan each contain 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, butin some cases, upon satisfying specified payment conditions. We are restricted from paying dividends or repurchasing stock until the third quarter of fiscal 2021 at the earliest, after which certain limitations apply. Both the ABL Revolver and the Term Loan contain customary events of default with cross-default provisions. Upon an event of default that is not limitedcured or waived within the cure periods, in addition to limitations on indebtedness, liens and investments, as well as the maintenance of a leverage ratio notother remedies that may be available to exceed 3.25:1 and a fixed charge coverage ratio not to be less than 1.75:1. A violation of any of the covenants could result in a default under the Credit Facility that would permit the lenders, to restrict our ability to further access the Credit Facility for loans andobligations may be accelerated, outstanding letters of credit may be required to be cash collateralized and requireremedies may be exercised against the immediate repayment of any outstanding loans under the Credit Facility.collateral. As of February 1, 2020,January 30, 2021, we were in compliance with all financial covenants.

Subsequent Events- Subsequent to February 1, 2020, we borrowed $205.0 million from the Credit Facility as a precautionary measure to increase our cash position and preserve financial flexibility considering uncertainty in the U.S. and global markets resulting from COVID-19, resulting in $2.0 million of available for borrowing.

On April 30, 2020, the Credit Facility was amended, which resulted in various changes including:
Provides for a lien on all of the Company's assets;
Reduces the borrowing availability to $375.0 million on October 31, 2020, $350.0 million on January 30, 2021, $325.0 million on May 1, 2021, and $300.0 million on July 31, 2021;
Redefines the components for calculating the leverage ratio and fixed charge coverage ratio to adjust for certain temporary impacts due to COVID-19;
Changes the maximum leverage ratio covenant to 3.50:1 as of May 2, 2020, 4.00:1 as of August 1, 2020, 3.75:1 as of October 31, 2020, and 3.50:1 as of January 30, 2021 and as of the end of each fiscal quarter thereafter;

Changes the minimum fixed charge coverage ratio to 1.25:1 as of May 2, 2020 and 1.05:1 as of August 1, 2020 and as of the end of each fiscal quarter thereafter; and
Restricts the Company from paying dividends, making share repurchases, and making certain acquisitions.

Capital Expenditure Plans

We expect to significantly reducespend approximately $35.0 million to $45.0 million for capital expenditures in fiscal 2020 in response to the COVID-19 outbreak. For fiscal 2020, we had started working on new stores and we are reevaluating those plans.2021. Our future investments will depend primarily on the number of stores we will beopen and remodel, infrastructure and information technology projects that we undertake and the timing of these expenditures. During fiscal 2021, we plan to open approximately 7 to 12 new stores. During fiscal 2020, the average investment required to open based on commitments previously made.a new store was approximately $1.4 million prior to any tenant allowances that we might have received, and included fixtures and leasehold improvements, inventory, new store advertising, and other expenses.

Off-Balance Sheet Liabilities and Other Contractual Obligations

We do not have any material off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K. The following table presents a summary of our minimum contractual commitments and obligations as of February 1, 2020:
 Payments due by Period
(in thousands)Total 
Less Than
1 Year
 
1 - 3
Years
 
3 -5
Years
 
More Than
5 Years
Operating lease liabilities$1,165,894
 $223,107
 $428,585
 $270,205
 $243,997
Debt, including estimated interest payments(1)
206,881
 6,565
 200,316
 
 
Minimum license commitments(2)
276,131
 33,659
 67,318
 68,618
 106,536
Purchase obligations(3)
11,709
 9,838
 1,871
 
 
Total$1,660,615
 $273,169
 $698,090
 $338,823
 $350,533
(1)Interest payments on our revolving line of credit were estimated using the effective interest rate as of February 1, 2020 and assuming interest payments on $190.0 million outstanding on our revolving line of credit through August 25, 2022, the maturity date of our Credit Facility.
(2)Minimum license commitments include guaranteed minimum royalties, including amounts due to the ABG-Camuto joint venture, and fixed licensing and other fees due to other parties.
(3)Purchase obligations include commitments where we would not be able to cancel such obligations without payment or penalty, including items to be purchased for projects that were under construction or for which a lease has been signed.

Recent Accounting Pronouncements

The information related to recent accounting pronouncements as set forth in Note 1, Significant Accounting Policies, of the Consolidated Financial Statements included in this Annual Report on Form 10-K is incorporated herein by reference.

Critical Accounting Policies and Estimates

As discussed in Note 1, Significant Accounting Policies, of the Consolidated Financial Statements included in this Annual Report on Form 10-K, the preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. ("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 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 appraisalvaluation techniques. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate.

While we believe
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that the factors considered provide a meaningful basis for the accounting policies applied in the preparation
of the 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 consolidated financial statements.


We believe the following represent the most significant accounting policies, critical estimates and assumptions, among others, used in the preparation of our consolidated financial statements:
PolicyJudgments and EstimatesEffect if Actual Results Differ from Assumptions
Business Combinations. We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed be recorded at their respective fair values at the date of acquisition. The determination of fair values of assets and liabilities acquired requires estimates and the use of valuation techniques when market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill.

The fair values for property and equipment were determined using the cost and market approaches. The fair value of inventories, which is made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. For intangible assets, we generally use an income approach to determine fair value. The income approach requires management to make significant estimates and assumptions. These estimates and assumptions may include the use of discount rates, growth rates, customer attrition rates, royalty rates, and forecasts of net sales and operating income. The discount rates applied to the projections reflect the risk factors associated with those projections. We determined that goodwill should be allocated to reporting units within the U.S. Retail and Brand Portfolio segments based on each reporting unit’s estimated benefit from the expected synergies from the Camuto Group acquisition.We allocated $67.8 million of the goodwill to the U.S. Retail segment based primarily on a discounted cash flow of the sourcing benefit. The remaining $20.0 million of goodwill was allocated to the First Cost reporting unit within the Brand Portfolio segment based on the fair value of the reporting unit over the fair value of the net assets allocated to the reporting unit. Although we believe our estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could result in future impairment charges of long-lived assets and goodwill and other indefinite lived intangible assets, discussed in more detail below.
Impairment of Goodwill and Other Indefinite Lived Intangible Assets. We evaluate goodwill and other indefinite lived intangible assets for impairment annually during our fourth quarter, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant and sustained decline in our stock price, that would indicate that impairment may exist. When evaluating for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that there is an impairment. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying value exceeds its fair value, we will calculate the estimated fair value. Fair value is the price a willing buyer would pay and is typically calculated using a discounted cash flow analysis. Where deemed appropriate, we may also utilize a market approach for estimating fair value. Impairment charges are calculated as the amount by which the carrying amount exceeds its fair value, but not to exceed the carrying value for goodwill.
When assessing goodwill and other indefinite lived intangible assets for impairment, our decision to perform a qualitative impairment assessment is influenced by a number of factors, including the significance of the excess of the estimated fair value over carrying value at the last assessment date and the amount of time since the last quantitative fair value assessments. Our quantitative impairment calculations contain uncertainties as we are required to make assumptions and to apply judgment when estimating future cash flows, including projected revenue growth and operating income,results, as well as selecting an appropriate discount raterates and an assumed royalty rate. Estimates of revenue growth and operating incomeresults are based on internal projections considering past performance and forecasted growth,changes, strategic initiatives, and the business environment impacting performance. The discount rateDiscount rates and a royalty rate are selected based on market participant assumptions. These estimates are highly subjective, and our ability to realize the future cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.As of February 1, 2020,January 30, 2021, we had $93.7 million inof goodwill within the U.S. Retail segment, which is also the reporting unit, and $20.0 million within the Brand Portfolio segment for the First Cost reporting unit, and $15.5 million in indefinite-lived trademarks and tradenames.tradenames within the Canada Retail segment. We determined the fair valuevalues of the reporting unitsunit and of the indefinite-lived intangibles was significantlywere in excess of their carrying valuevalues and a 10% decrease in fair valuevalues would not result in ana material impairment charge. Accordingly, we did not recognize an impairment charge during fiscal 2019. However, asAs we periodically reassess estimated future cash flows and asset fair values, changes in our estimates and assumptions may cause us to realize material impairment charges in the future.

PolicyJudgments and EstimatesEffect if Actual Results Differ from Assumptions
Asset Impairment of Long-livedLong-Lived Assets. We periodically evaluate the carrying amount of our long-lived assets, primarily property and equipment and operating lease assets, when events and circumstances warrant such a review to ascertain if any assets have been impaired. The carrying amount of a long-lived asset or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value.
Our reviews are conducted at the lowest identifiable level, which typically is at the store level for the majority of our long-lived assets. Fair value at the store level is typically based on projected discounted cash flows using a discount rate determined by management.over the remaining lease term. We also review construction in progress projects, including internal-use software under development, for recoverability when we have a strategic shift in our plans.A 10% change in our projected cash flows for our store fleet would not result in a material amount of additional impairment charges. To the extent that these future projections or our strategies change, the conclusion regarding impairment may differ from our current estimates.
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PolicyJudgments and EstimatesEffect if Actual Results Differ from Assumptions
Inventories. The U.S. Retail segment accountsinventory is accounted for inventory using the retail inventory method and is stated at the lower of cost or market. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost-to-retail ratio to the retail value of inventories. The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time that the retail value of the inventory is lowered by markdowns. The Canada Retail and Brand Portfolio segments account for inventory using the weightedmoving average cost method and is stated at the lower of cost or net realizable value. WeFor all inventories, we also monitor aged inventory forexcess and obsolete and slow-moving inventoryinventories that may need to be liquidated at amounts below cost. Reductions to inventory values establish a new cost basis. Favorable changes in facts or circumstances do not result in an increase in the newly established cost basis.

We perform physical inventory counts or cycle counts on all inventory on hand throughout the year and adjust the recorded balance to reflect the results. We record estimated shrinkageshrink between physical inventory counts, based on historical experience and recent results.results, less amounts realized.
Inherent in the calculation of inventories are certain significant judgments and estimates, including setting the original merchandise retail value, markdowns, shrinkage,shrink, and liquidation values. ShrinkageShrink is calculated as a percentage of sales from the last physical inventory date, based on both historical experience as well asand recent physical inventory results.results, less amounts realized. Aged inventory may be written down using estimated liquidation values and cost of disposal based on historical experience.If the reduction to inventories for markdowns, shrinkage,shrink, and aged inventories were to changeincrease by 10%, cost of sales would increase by approximately $4.3$4.0 million.
Customer Allowances and Discounts. We reduce net sales by the amount of actual and remaining expected customer allowances and discounts.
Customer allowances are provided to our wholesale customers for margin assistance, co-op advertising support, and various other deductions. We estimate the reserves needed for margin assistance by reviewing inventory levels held by retailers, expected markdowns, gross margins realized, and other performance indicators. Other customer deductions are estimated using historical experience and anticipated future trends. Co-op advertising allowances are estimated based on arrangements with customers. We continually track the customer allowances and discounts provided to support our estimated reserves and adjust accordingly.As of February 1, 2020, the reserve for customer allowances and discounts was $11.5 million.

PolicyJudgments and EstimatesEffect if Actual Results Differ from Assumptions
Leases. We recognize lease liabilities based on the present value of the future fixed lease commitments over the lease term with corresponding lease assets. The majority of our real estate leases provide for renewal options, which are typically not included in the lease term used for measuring the lease assets and lease liabilities as it is not reasonably certain we will exercise options.
We determine the discount rate for each lease by estimating the rate that we would be required to pay on a secured borrowing for an amount equal to the lease payments over the lease term.As of February 1, 2020,January 30, 2021, a change in our discount rate of 100 basis points would have changed the recorded operating lease assets and liabilities by $31.0$23.0 million.
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Foreign Tax ContingenciesPolicy. During the due diligence procedures performed related to the acquisition of Camuto Group, we identified probable contingent liabilities associated with unpaid foreign payrollJudgments and other taxes that could also result in assessed penalties and interest.EstimatesWe developed an initial estimate of the range of outcomes related to these obligations and have since refined our estimates with additional analysis. Our current estimate of the range of outcomes is now $28.1 million to $40.0 million for obligations we are aware of at this time. We recorded a contingent liability for the low end of the range and an indemnification asset of $24.5 million representing the estimated amount we expect to collect under the terms of the securities purchase agreement with the Sellers. We are continuing to assess the exposure, which may result in material changes to these estimates, and we may identify additional contingent liabilities. We believe that the Sellers are obligated to indemnify us for any payments to foreign taxing authorities for the periods up to the acquisition date. Although a portion of the purchase price is held in escrow and another portion is held in a restricted bank account, there can be no assurance that we will successfully collect all amounts that we may be obligated to settle with the foreign taxing authorities.As of February 1, 2020, our liability for foreign tax contingencies was $28.1 million with an estimated range of outcomes of $28.1 million to $40.0 million for obligations we are aware of at this time.Effect if Actual Results Differ from Assumptions
Income Taxes. We determine the aggregate amount of income tax expenseprovision or benefit to accrue and the amount whichthat will be currently receivable or payable based upon tax statutes of each jurisdiction in which we do business in.business. Deferred tax assets and liabilities, as a result of these timing differences, are reflected on our balance sheet for temporary differences that willare expected to reverse in subsequent years. A valuation allowance is established against deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously identified uncertain positions that have been adequately resolved. Additionally, uncertain positions may be remeasured as warranted by changes in facts or law.
TaxOur ability to recover deferred tax assets depends on several factors, including the amount of net operating losses we can carry back and our ability to project future taxable income. In evaluating future taxable income, significant weight is given to positive and negative evidence that is objectively verifiable. In addition, tax laws, regulations, and policies in various jurisdictions may be subject to significant change due to economic, political and other conditions, and significant judgment is required in estimating our provision and accrualsamounts for income taxes. There may be transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. The U.S. Treasury Department, the U.S. Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of tax laws, regulations, and policies will be applied or otherwise administered that is different from our interpretation. In addition, state, local or foreign jurisdictions may enact tax laws that could result in further changes to taxation and materially affect our financial position and results of operations.As of February 1, 2020, we hadJanuary 30, 2021, our deferred tax assets were reserved with a valuation allowance of $9.5 million and$101.2 million. We also had gross unrecognized tax benefits of $10.8$10.1 million. However, we may be required to makehave material adjustments in the future that may materially impact our provision for income taxes in the period in which the adjustments are madetax amounts based on additional information, additional guidance or revised interpretations.

ITEM 7A.
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We have market risk exposure related to interest rates and foreign currency exchange rates. Market risk is measured as the potential negative impact on earnings, cash flows or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates over the next year. We currently do not utilize hedging instruments to mitigate these market risks.

Interest Rate Risk

We hold available-for-sale securities, which are not materially affected by changes in market interest rates. Also, asAs of February 1, 2020,January 30, 2021 we had $190.0$100.0 million and $243.8 million outstanding on our revolving line of credit under our Credit Facility. Borrowings under our Credit FacilityABL Revolver and Term Loan, respectively, where borrowings are based on a variable raterates of interest, which exposesexpose us to interest rate market risks, particularly during a period of rising interest rates. The impact of a hypothetical 100 basis point increase in interest rates on our revolving line of creditoutstanding borrowing would not result in a material amount of additional expense over a 12-month period based on the balance as of February 1, 2020.January 30, 2021.

Foreign Currency Exchange Risk

We are exposed to the impact of foreign exchange rate risk primarily through our operations in Canada, where the functional currency is the Canadian dollar, as well as foreign denominated cash accounts. A hypothetical 10% movement in the exchange rates could result in a $2.1$2.2 million foreign currency translation fluctuation, which would be recorded in accumulated other comprehensive loss within the consolidated balance sheets, and $0.5$3.2 million of foreign currency revaluation, which would be recorded in non-operating expenses,income (expenses), net, within the consolidated statements of operations.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1.

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ITEM 9.


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE

FINANCIAL    DISCLOSURE

None.

ITEM 9A.
ITEM 9A.    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 Annual Report, that such disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for us (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management assessed the effectiveness of our internal control system as of February 1, 2020.January 30, 2021. In making its assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting.

Deloitte & Touche LLP, our independent registered public accounting firm, has issued an attestation report covering our internal control over financial reporting, as stated in its report on page F-1 of this Annual Report.


Changes in Internal Control over Financial Reporting

During fiscal 2018, we acquired TSL and Camuto Group and integrated TSL and Camuto Group into our system of internal controls during fiscal 2019. As a result, our internal control over financial reporting now includes controls and procedures with respect to transactions and account balances of TSL and Camuto Group. Other than the changes with regard to TSL and Camuto Group, noNo 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.

ITEM 9B.
OTHER INFORMATION

Fourth Amendment to Credit AgreementITEM 9B.    OTHER INFORMATION

The information set forth below is included herein for the purpose of providing disclosure under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) of Form 8-K.None.

On April 30, 2020, the Company and certain of its subsidiaries entered into a Fourth Amendment to the Credit Agreement (the "Amendment"), which amends the Credit Facility, dated as of August 25, 2017, as amended, among the Company as lead borrower, certain of the Company’s Canadian subsidiaries that may become borrowers thereunder, certain of the Company’s domestic subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association as administrative agent (the "Agent") for the lenders. The Amendment, among other matters, makes the following modifications to the Credit Facility:
Provides for a lien on all of the Company's assets;
Reduces the borrowing availability to $375.0 million on October 31, 2020, $350.0 million on January 30, 2021, $325.0 million on May 1, 2021, and $300.0 million on July 31, 2021;
Redefines the components for calculating the leverage ratio and fixed charge coverage ratio to adjust for certain temporary impacts due to COVID-19;
Changes the maximum leverage ratio covenant to 3.50:1 as of May 2, 2020, 4.00:1 as of August 1, 2020, 3.75:1 as of October 31, 2020, and 3.50:1 as of January 30, 2021 and as of the end of each fiscal quarter thereafter;
Changes the minimum fixed charge coverage ratio to 1.25:1 as of May 2, 2020 and 1.05:1 as of August 1, 2020 and as of the end of each fiscal quarter thereafter; and
Restricts the Company from paying dividends, making share repurchases, and making certain acquisitions.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is filed as Exhibit 10.4.4 to this Annual Report on Form 10-K and incorporated herein by reference, and the Pledge and Security Agreement entered into as of April 30, 2020 by the Company and certain of its subsidiaries in favor of the Agent for the secured parties, which is filed as Exhibit 10.4.5 hereto and incorporated herein by reference.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions "EXECUTIVE OFFICERS," "ELECTION OF DIRECTORS" and "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION" in our definitive Proxy Statement for the 20202021 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.


ITEM 11.EXECUTIVE COMPENSATION
ITEM 11.    EXECUTIVE COMPENSATION

The information contained under the captions "COMPENSATION OF MANAGEMENT," "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION," "REPORT OF THE COMPENSATION COMMITTEE" and "COMPENSATION DISCUSSION AND ANALYSIS" in the Proxy Statement is incorporated herein by reference. Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption "REPORT OF THE COMPENSATION COMMITTEE" shall be deemed furnished, and not filed, in this Annual Report on Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act.

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ITEM 12.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS

RELATED STOCKHOLDER MATTERS

The information contained under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth additional information, as of February 1, 2020, about our Class A common shares that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our shareholders and plans or arrangements not submitted to our shareholders for approval. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options, warrants and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options, warrants and other rights.





Plan Category
 
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2)(3)
 


(b) Weighted-average exercise price of outstanding options, warrants and rights(2)
 
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)
Equity compensation plans approved by security holders 6,667,818
 $24.90
 2,928,565
Equity compensation plans not approved by security holders N/A
 N/A
 N/A
Total 6,667,818
 $24.90
 2,928,565
N/A - Not applicable
(1)DSW Inc. 2005 Equity Incentive Plan.
(2)Includes 3,760,688 shares issuable pursuant to the exercise of outstanding stock options, 1,686,981 shares issuable pursuant to restricted stock units, 767,537 shares issuable pursuant to performance-based restricted stock units and 452,612 shares issuable pursuant to director stock units. Since the restricted stock units, performance-based restricted stock units and director stock units have no exercise price, they are not included in the weighted average exercise price calculation in column (b).
(3)DSW Inc. 2014 Equity Incentive Plan.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained under the captions "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION" in the Proxy Statement is incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The information contained under the caption "AUDIT AND OTHER SERVICE FEES" in the Proxy Statement is incorporated herein by reference.


PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The documents listed below are filed as part of this Form 10-K:
Page
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 and February 3, 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended February 1, 2020, February 2, 2019 and February 3, 2018
Consolidated Balance Sheets as ofJanuary 30, 2021, February 1, 2020 and February 2, 2019
Consolidated Balance Sheets as of January 30, 2021 and February 1, 2020
Consolidated Statements of Shareholders' Equity for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 and February 3, 2018
Consolidated Statements of Cash Flows for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 and February 3, 2018
Notes to Consolidated Financial Statements

(a)(2) Consolidated Financial Statement Schedules:Schedules

Schedules not filed are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or the notes thereto.

(a)(3) and (b) Exhibits:Exhibits
29


Exhibit No.Description
2.3.1
2.3.2
3.1
3.2
4.1
4.2*4.2

10.1
Exhibit No.Description
10.1
10.1.1
10.2#
10.2.1#
10.2.2#
10.3#
10.3.1#
10.3.2#*10.3.2#
10.3.3#*10.3.3#
10.3.4#*10.3.4#
10.3.5#*10.3.5#
10.3.6#*10.3.6#
10.4
10.4.1*10.4.1
30


Exhibit No.Description
10.4.2
10.4.3*10.4.3
10.4.4*10.4.4
10.4.5*10.4.5
10.5
10.6#
10.7*10.7
10.8
10.9
10.9.1

10.10
Exhibit No.Description
10.10
10.10.1
10.10.2
10.10.3
10.10.4
10.10.5
10.10.6
10.10.7
10.11#
10.12
10.12.1
31


Exhibit No.Description
10.12.2
10.12.3
10.12.4
10.13
10.14#
10.14.1#
10.15#
10.16#
10.17#
10.18#
10.19#*10.19#

10.20#
Exhibit No.Description
10.20#*
10.20.1#*10.20.1#
10.21#*10.21#
10.22
10.23
10.24
21.1*
23.1*
24.1*
31.1*
31.2*
32.1**
32.2**
32


Exhibit No.Description
101*The following materials from the Designer Brands Inc. Annual Report on Form 10-K for the year ended February 1, 2020,January 30, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104*Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.
*Filed herewith.
#Management contract or compensatory plan or arrangement.
*    Filed herewith
**    Furnished herewith
#    Management contract or compensatory plan or arrangement

(c) Additional Financial Statement Schedules:Schedules

None.

ITEM 16.FORM 10-K SUMMARY
ITEM 16.    FORM 10-K SUMMARY

None.

33



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
March 22, 2021DESIGNER BRANDS INC.
By:
May 1, 2020By:/s/ Jared Poff
Jared Poff,

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act, of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Roger RawlinsChief Executive Officer and DirectorMarch 22, 2021
Roger Rawlins(Principal Executive Officer)
SignatureTitleDate
/s/ Roger RawlinsChief Executive Officer and DirectorMay 1, 2020
Roger Rawlins(Principal Executive Officer)
/s/ Jared PoffExecutive Vice President and Chief Financial OfficerMay 1, 2020March 22, 2021
Jared Poff(Principal Financial Officer)
/s/ Mark HaleySenior Vice President and ControllerMay 1, 2020March 22, 2021
Mark Haley(Principal Accounting Officer)
*Executive Chairman of the Board and DirectorMay 1, 2020March 22, 2021
Jay L. Schottenstein
*DirectorMay 1, 2020March 22, 2021
Peter Cobb
*DirectorMay 1, 2020March 22, 2021
Joanne Zaiac
*DirectorMay 1, 2020March 22, 2021
Elaine J. Eisenman
*DirectorMay 1, 2020March 22, 2021
Carolee Lee
*DirectorMay 1, 2020
Joanna T. Lau
*DirectorMay 1, 2020March 22, 2021
Joseph A. Schottenstein
*DirectorMay 1, 2020March 22, 2021
Harvey L. Sonnenberg
*DirectorMay 1, 2020March 22, 2021
Allan J. Tanenbaum
*DirectorMay 1, 2020March 22, 2021
Ekta Singh-Bushell

*By:/s/ Jared Poff
Jared Poff (Attorney-in-fact)

34



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholdersShareholders and the Board of Directors of Designer Brands Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Designer Brands Inc. and subsidiaries (the "Company") as of January 30, 2021 and February 1, 2020, and February 2, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended February 1, 2020,January 30, 2021, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of February 1, 2020,January 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 30, 2021 and February 1, 2020, and February 2, 2019, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2020,January 30, 2021, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020,January 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for leases, effective February 3, 2019, due to adoption of Accounting Standards Update 2016-02, Leases, using the modified retrospective approach.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


F-1


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit MatterMatters

The critical audit mattermatters communicated below is a matterare matters arising from the current-period audit of the financial statements that waswere communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattermatters below, providing a separate opinion on the critical audit mattermatters or on the accounts or disclosures to which it relates.they relate.

Impairment of Long-Lived Assets — Refer to Notes 1 and 10 to the financial statements

Critical Audit Matter Description

The Company periodically evaluates the carrying amount of long-lived assets when events and circumstances warrant such a review to ascertain if any assets have been impaired. As a result of the material reduction in net sales and cash flows during fiscal 2020, the Company performed its impairment analysis for the U.S. Retail and Canada Retail segments at the store-level, which represents the lowest level for which identifiable cash flows are independent of the cash flows of other assets. The carrying amount of the store asset group, primarily made up of operating lease assets, leasehold improvements and fixtures, is considered impaired when the carrying value of the asset group exceeds the expected future cash flows from the asset group (categorized as Level 3 under the fair value hierarchy). As of January 30, 2021, long-lived assets within store level asset group, aggregated to $695.1 million in the U.S. and $78.9 million in Canada. During fiscal year 2020, the Company recorded store level asset group impairment charges of $127.1 million ($104.2 million and $22.9 million for the U.S. Retail and Canada Retail segments, respectively).

Inherent in the impairment analysis of long-lived assets are certain significant judgments and estimates related to forecasted cash flows, specifically forecasting sales. Changes in these assumptions can significantly impact the valuation of operating lease assets and property and equipment, and the impairment charge that is recorded.

We identified long-lived asset impairment as a critical audit matter because of the significant estimates and assumptions management makes related to forecasted cash flows, specifically forecasting sales. This required a high degree of auditor judgement and an increased extent of effort, when performing audit procedures to evaluate the reasonableness of management’s forecasted cash flows, specifically forecasting sales.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted sales used in the long-lived asset impairment analysis included the following, among others:

We tested the design and operating effectiveness of controls over management’s forecasts.

We performed risk assessment procedures including reviewing sensitivity analyses over the assumptions used in the impairment analysis to assess their impact on the determination of fair value.

We evaluated management’s ability to accurately forecast future sales by comparing actual results to management’s historical forecasts. Compared sales forecasts used in the store level asset group impairment to forecasts obtained in testing other audit areas.

We evaluated the reasonableness of management’s sales forecast by comparing the forecasts to (1) historical sales, (2) internal communications to management and the Board of Directors, (3) external communications made by management to analysts and investors, and (4) trends in the industry.

We evaluated the methods and inputs used by management to determine the fair value of the asset group including assessing appropriateness of using projected discounted cash flows and the duration of cash flows used for each asset group.





F-2


Valuation of Inventories - Refer to Note 1 to the financial statements

Critical Audit Matter Description

The U.S. Retail segment, which includes stores operated in the U.S. under the DSW Designer Shoe Warehouse banner and its related e-commerce site, accounts for inventory using the retail inventory method and is stated at the lower of cost or market. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost-to-retail ratio to the retail value of inventories. The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered by markdowns.

Inherent in the valuation of inventory are certain significant judgments and estimates, including estimating inventory markdowns, which can significantly impact the ending inventory valuation and the resulting gross profit. Earnings are negatively impacted as the merchandise is marked down prior to sale.

Given the significant estimates and assumptions management utilizes to measure inventory markdowns at period end, a high degree of auditor judgment and an increased extent of effort is required when performing audit procedures to evaluate the reasonableness of estimates and assumptions. Such estimates are based on the timing and completeness of recorded markdowns.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the completeness of estimated inventory markdowns included the following, among others:

We tested the design and effectiveness of controls over the timing and completeness of estimated inventory markdowns, including those over the determination of estimated inventory markdowns and those over the lowering of the retail value of inventory through markdowns.

We evaluated management’s ability to accurately estimate inventory markdowns by comparing estimated inventory markdowns as of February 1, 2020January 30, 2021 to subsequent sales of clearance inventory.
We tested the amount of estimated inventory markdowns recorded by developing an expectation for the amount based on the historical amounts recorded as a percentage of sales and compared our expectation to the amount recorded by management.
We observed physical inventory counts throughout the fiscal year, including merchandise designated for clearance. We assessed inventory aging and sell through as of March 2020.2021.

We tested the amount of estimated inventory markdowns by evaluating management's calculation.

We developed an independent expectation for inventory markdowns based on historical inventory balances and compared our expectation to the amount recorded by management.


/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
May 1, 2020March 22, 2021

We have served as the Company's auditor since 1997.


F-3



DESIGNER BRANDS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Fiscal
202020192018
Net sales$2,234,719 $3,492,687 $3,177,918 
Cost of sales(1,923,478)(2,493,017)(2,239,229)
Gross profit311,241 999,670 938,689 
Operating expenses(753,278)(874,749)(820,222)
Income from equity investment in ABG-Camuto9,329 10,149 1,298 
Impairment charges(153,606)(7,771)(60,760)
Operating profit (loss)(586,314)127,299 59,005 
Interest expense(24,032)(8,914)(2,433)
Interest income338 1,559 3,721 
Interest income (expense), net(23,694)(7,355)1,288 
Non-operating income (expenses), net1,361 (170)(49,616)
Income (loss) before income taxes and loss from equity investment in TSL(608,647)119,774 10,677 
Income tax benefit (provision)119,928 (25,277)(29,833)
Loss from equity investment in TSL(1,310)
Net income (loss)$(488,719)$94,497 $(20,466)
Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share$(6.77)$1.28 $(0.26)
Diluted earnings (loss) per share$(6.77)$1.27 $(0.26)
Weighted average shares used in per share calculations:
Basic shares72,198 73,602 80,026 
Diluted shares72,198 74,605 80,026 
 Fiscal
 2019 2018 2017
Net sales$3,492,687
 $3,177,918
 $2,805,555
Cost of sales(2,493,017) (2,239,229) (2,006,423)
Operating expenses(874,749) (820,222) (617,381)
Income from equity investment in ABG-Camuto10,149
 1,298
 
Impairment charges(7,771) (60,760) (89,440)
Change in fair value of contingent consideration liability
 
 32,747
Operating profit127,299
 59,005
 125,058
Interest expense(8,914) (2,433) (488)
Interest income1,559
 3,721
 3,277
Interest income (expense), net(7,355)
1,288
 2,789
Non-operating expenses, net(170) (49,616) (1,885)
Income before income taxes and income (loss) from equity investment in TSL119,774
 10,677
 125,962
Income tax provision(25,277) (29,833) (59,567)
Income (loss) from equity investment in TSL
 (1,310) 1,057
Net income (loss)$94,497

$(20,466) $67,452
Basic and diluted earnings (loss) per share:     
Basic earnings (loss) per share$1.28
 $(0.26) $0.84
Diluted earnings (loss) per share$1.27
 $(0.26) $0.84
Weighted average shares used in per share calculations:     
Basic shares73,602
 80,026
 80,160
Diluted shares74,605
 80,026
 80,687

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

F-4



DESIGNER BRANDS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Fiscal
202020192018
Net income (loss)$(488,719)$94,497 $(20,466)
Other comprehensive income (loss), net of income taxes:
Foreign currency translation loss(618)(340)(7,013)
Unrealized net gain on debt securities195 609 192 
Reclassification adjustment for net losses (gains) realized in net income (loss)(368)(58)14,189 
Total other comprehensive income (loss), net of income taxes(791)211 7,368 
Total comprehensive income (loss)$(489,510)$94,708 $(13,098)
 Fiscal
 2019 2018 2017
Net income (loss)$94,497
 $(20,466) $67,452
Other comprehensive income, net of income taxes:     
Foreign currency translation gain (loss)(340) (7,013) 3,681
Unrealized net gain (loss) on debt securities609
 192
 (1,095)
Reclassification adjustment for net losses (gains) realized in net income (loss)(58) 14,189
 1,281
Total other comprehensive income, net of income taxes211
 7,368
 3,867
Total comprehensive income (loss)$94,708
 $(13,098) $71,319

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

F-5



DESIGNER BRANDS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
January 30, 2021February 1, 2020
ASSETS
Cash and cash equivalents$59,581 $86,564 
Investments24,974 
Receivables, net196,049 89,151 
Inventories473,183 632,587 
Prepaid expenses and other current assets51,772 67,534 
Total current assets780,585 900,810 
Property and equipment, net296,469 395,009 
Operating lease assets700,481 918,801 
Goodwill93,655 113,644 
Intangible assets, net15,635 22,846 
Deferred tax assets31,863 
Equity investment in ABG-Camuto58,598 57,760 
Other assets31,172 24,337 
Total assets$1,976,595 $2,465,070 
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable$245,071 $299,072 
Accrued expenses200,326 194,264 
Current maturities of long-term debt62,500 
Current operating lease liabilities244,786 186,695 
Total current liabilities752,683 680,031 
Long-term debt272,319 190,000 
Non-current operating lease liabilities677,735 846,584 
Other non-current liabilities30,841 27,541 
Total liabilities1,733,578 1,744,156 
Commitments and contingencies00
Shareholders' equity:
Common shares paid in-capital, no par value990,153 971,380 
Treasury shares, at cost(515,065)(515,065)
Retained earnings (deficit)(228,785)267,094 
Accumulated other comprehensive loss(3,286)(2,495)
Total shareholders' equity243,017 720,914 
Total liabilities and shareholders' equity$1,976,595 $2,465,070 
 February 1, 2020 February 2, 2019
ASSETS   
Cash and cash equivalents$86,564
 $99,369
Investments24,974
 69,718
Accounts receivable, net89,151
 68,870
Inventories632,587
 645,317
Prepaid expenses and other current assets67,534
 71,945
Total current assets900,810
 955,219
Property and equipment, net395,009
 409,576
Operating lease assets918,801
 
Goodwill113,644
 89,513
Intangible assets22,846
 46,129
Deferred tax assets31,863
 30,283
Equity investment in ABG-Camuto57,760
 58,125
Other assets24,337
 31,739
Total assets$2,465,070
 $1,620,584
LIABILITIES AND SHAREHOLDERS' EQUITY   
Accounts payable$299,072
 $261,625
Accrued expenses194,264
 201,535
Current operating lease liabilities186,695
 
Total current liabilities680,031
 463,160
Debt190,000
 160,000
Non-current operating lease liabilities846,584
 
Other non-current liabilities27,541
 165,047
Total liabilities1,744,156
 788,207
Commitments and contingencies


 


Shareholders' equity:   
Common shares paid in-capital, no par value971,380
 953,801
Treasury shares, at cost(515,065) (373,436)
Retained earnings267,094
 254,718
Accumulated other comprehensive loss(2,495) (2,706)
Total shareholders' equity720,914
 832,377
Total liabilities and shareholders' equity$2,465,070

$1,620,584

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

F-6



DESIGNER BRANDS INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except per share data)
Number of SharesAmounts
 
 
 
Class A
common
shares
Class B
common
shares
Treasury sharesCommon shares paid in capitalTreasury sharesRetained earnings (deficit)Accumulated other comprehensive loss

Total
Balance, February 3, 201872,294 7,733 13,091 $936,252 $(325,906)$354,979 $(10,074)$955,251 
Net loss— — — — — (20,466)— (20,466)
Stock-based compensation activity378 — — 17,549 — — — 17,549 
Repurchase of Class A common shares(2,000)— 2,000 — (47,530)— — (47,530)
Dividends paid ($1.00 per share)— — — — — (79,795)— (79,795)
Other comprehensive income— — — — — — 7,368 7,368 
Balance, February 2, 201970,672 7,733 15,091 953,801 (373,436)254,718 (2,706)832,377 
Cumulative effect of accounting change— — — — — (9,556)— (9,556)
Net income— — — — — 94,497 — 94,497 
Stock-based compensation activity439 — — 17,579 — — — 17,579 
Repurchase of Class A common shares(7,078)— 7,078 — (141,629)— — (141,629)
Dividends paid ($1.00 per share)— — — — — (72,565)— (72,565)
Other comprehensive income— — — — — — 211 211 
Balance, February 1, 202064,033 7,733 22,169 971,380 (515,065)267,094 (2,495)720,914 
Net loss— — — — — (488,719)— (488,719)
Stock-based compensation activity633 — — 18,773 — — — 18,773 
Dividends paid ($0.10 per share)— — — — — (7,160)— (7,160)
Other comprehensive loss— — — — — — (791)(791)
Balance, January 30, 202164,666 7,733 22,169 $990,153 $(515,065)$(228,785)$(3,286)$243,017 
 Number of Shares Amounts
 
 
 
Class A
common
shares
 Class B
common
shares
 Treasury shares Common shares paid in capital Treasury shares Retained
earnings
 Accumulated other comprehensive loss 

Total
Balance, January 28, 201772,447
 7,733
 12,591
 $921,358
 $(316,531) $351,350
 $(13,941) $942,236
Net income
 
 
 
 
 67,452
 
 67,452
Stock-based compensation activity347
 
 
 14,894
 
 
 
 14,894
Repurchase of Class A common shares(500) 
 500
 
 (9,375) 
 
 (9,375)
Dividends paid ($0.80 per share)
 
 
 
 
 (63,823) 
 (63,823)
Other comprehensive income
 
 
 
 
 
 3,867
 3,867
Balance, February 3, 201872,294
 7,733
 13,091
 936,252
 (325,906) 354,979
 (10,074) 955,251
Net loss
 
 
 
 
 (20,466) 
 (20,466)
Stock-based compensation activity378
 
 
 17,549
 
 
 
 17,549
Repurchase of Class A common shares(2,000) 
 2,000
 
 (47,530) 
 
 (47,530)
Dividends paid ($1.00 per share)
 
 
 
 
 (79,795) 
 (79,795)
Other comprehensive income
 
 
 
 
 
 7,368
 7,368
Balance, February 2, 201970,672
 7,733
 15,091
 953,801
 (373,436) 254,718
 (2,706) 832,377
Cumulative effect of accounting change
 
 
 
 
 (9,556) 
 (9,556)
Net income
 
 
 
 
 94,497
 
 94,497
Stock-based compensation activity439
 
 
 17,579
 
 
 
 17,579
Repurchase of Class A common shares(7,078) 
 7,078
 
 (141,629) 
 
 (141,629)
Dividends paid ($1.00 per share)
 
 
 
 
 (72,565) 
 (72,565)
Other comprehensive income
 
 
 
 
 
 211
 211
Balance, February 1, 202064,033
 7,733
 22,169
 $971,380
 $(515,065) $267,094
 $(2,495) $720,914

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

F-7



DESIGNER BRANDS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
FiscalFiscal
2019 2018 2017202020192018
Cash flows from operating activities:     Cash flows from operating activities:
Net income (loss)$94,497
 $(20,466) $67,452
Net income (loss)$(488,719)$94,497 $(20,466)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization86,649
 79,048
 80,861
Depreciation and amortization88,026 86,649 79,048 
Stock-based compensation expense17,059
 17,393
 14,704
Stock-based compensation expense20,236 17,059 17,393 
Deferred income taxes(2,931) (11,748) (12,804)Deferred income taxes34,485 (2,931)(11,748)
Loss (income) from equity investments(10,149) 12
 (1,057)Loss (income) from equity investments(9,329)(10,149)12 
Distributions received from equity investment10,514
 
 
Distributions received from equity investment8,491 10,514 
Loss on previously held equity investment in TSL and notes receivable from TSL
 33,988
 
Loss on previously held equity investment in TSL and receivables from TSLLoss on previously held equity investment in TSL and receivables from TSL0��33,988 
Impairment charges7,771
 60,760
 89,440
Impairment charges153,606 7,771 60,760 
Change in fair value of contingent consideration liability
 
 (32,747)
Gain on settlementGain on settlement(8,990)
Loss on foreign currency reclassified from accumulated other comprehensive loss
 13,963
 1,281
Loss on foreign currency reclassified from accumulated other comprehensive loss13,963 
Other3,957
 3,780
 282
Other695 3,957 3,780 
Change in operating assets and liabilities:     Change in operating assets and liabilities:
Accounts receivable265
 36,151
 (230)
Accounts receivablesAccounts receivables23,179 265 36,151 
Income tax receivableIncome tax receivable(149,824)
Inventories9,290
 (4,162) (1,908)Inventories160,312 9,290 (4,162)
Prepaid expenses and other current assets(14,994) (12,310) (15,895)Prepaid expenses and other current assets17,166 (14,994)(12,310)
Accounts payable36,995
 (38,059) (8,855)Accounts payable(47,014)36,995 (38,059)
Accrued expenses(26,595) 16,984
 10,492
Accrued expenses30,144 (26,595)16,984 
Operating lease assets and liabilities, net(15,621) 
 
Operating lease assets and liabilities, net13,743 (15,621)
Net cash provided by operating activities196,707
 175,334
 191,016
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(153,793)196,707 175,334 
Cash flows from investing activities:     Cash flows from investing activities:
Cash paid for property and equipment(77,820) (65,355) (56,282)Cash paid for property and equipment(31,114)(77,820)(65,355)
Purchases of available-for-sale investments(20,973) (16,735) (133,153)Purchases of available-for-sale investments(20,973)(16,735)
Sales of available-for-sale investments66,389
 71,136
 187,866
Sales of available-for-sale investments24,755 66,389 71,136 
Additional borrowings by TSL
 (15,989) (57,396)Additional borrowings by TSL(15,989)
Repayments of borrowings by TSL
 1,160
 
Repayments of borrowings by TSL1,160 
Equity investment in ABG-Camuto
 (56,827) 
Equity investment in ABG-Camuto(56,827)
Working capital proceeds received (cash paid) for business acquisitions, net of cash acquired4,965
 (199,403) 
Net cash used in investing activities(27,439) (282,013) (58,965)
Proceeds from settlementsProceeds from settlements8,990 4,965 
Cash paid for business acquisitions, net of cash acquiredCash paid for business acquisitions, net of cash acquired(199,403)
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities2,631 (27,439)(282,013)
Cash flows from financing activities:     Cash flows from financing activities:
Borrowing on revolving line of credit463,300
 160,000
 
Borrowing on revolving line of credit276,000 463,300 160,000 
Payments on revolving line of credit(433,300) 
 
Payments on revolving line of credit(466,000)(433,300)
Borrowing under ABL RevolverBorrowing under ABL Revolver150,000 
Payments on borrowings under ABL RevolverPayments on borrowings under ABL Revolver(50,000)
Proceeds from issuance of Term LoanProceeds from issuance of Term Loan250,000 
Payments on borrowings under Term LoanPayments on borrowings under Term Loan(6,263)
Payments of debt issuance costsPayments of debt issuance costs(21,422)
Cash paid for treasury shares(141,629) (47,530) (9,375)Cash paid for treasury shares(141,629)(47,530)
Dividends paid(72,565) (79,795) (63,823)Dividends paid(7,160)(72,565)(79,795)
Other841
 (2,711) 1,769
Other(2,201)841 (2,711)
Net cash provided by (used in) financing activities(183,353) 29,964
 (71,429)Net cash provided by (used in) financing activities122,954 (183,353)29,964 
Effect of exchange rate changes on cash balances81
 1,351
 
Effect of exchange rate changes on cash balances1,225 81 1,351 
Net increase (decrease) in cash, cash equivalents, and restricted cash(14,004) (75,364) 60,622
Net decrease in cash, cash equivalents, and restricted cashNet decrease in cash, cash equivalents, and restricted cash(26,983)(14,004)(75,364)
Cash, cash equivalents, and restricted cash, beginning of period100,568
 175,932
 115,310
Cash, cash equivalents, and restricted cash, beginning of period86,564 100,568 175,932 
Cash, cash equivalents, and restricted cash, end of period$86,564
 $100,568
 $175,932
Cash, cash equivalents, and restricted cash, end of period$59,581 $86,564 $100,568 
Supplemental disclosures of cash flow information:     Supplemental disclosures of cash flow information:
Cash paid for income taxes$39,450
 $41,695
 $77,208
Cash paid (received) for income taxesCash paid (received) for income taxes$(11,822)$39,450 $41,695 
Cash paid for interest on debt$8,323
 $864
 $
Cash paid for interest on debt$19,523 $8,323 $864 
Cash paid for operating lease liabilities$236,506
 $
 $
Cash paid for operating lease liabilities$198,400 $236,506 $
Non-cash investing and financing activities:     Non-cash investing and financing activities:
Property and equipment purchases not yet paid$12,164
 $13,537
 $9,778
Property and equipment purchases not yet paid$1,590 $12,164 $13,537 
Operating lease liabilities arising from lease asset additions (excluding ASU 2016-02 transition adjustments)$24,137
 $
 $
Adjustment to operating lease assets and lease liabilities for modifications$71,945
 $
 $
Operating lease liabilities arising from lease asset additionsOperating lease liabilities arising from lease asset additions$9,407 $24,137 $
Net increase to operating lease assets and lease liabilities for modificationsNet increase to operating lease assets and lease liabilities for modifications$36,109 $71,945 $

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

F-8
F-7

DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SIGNIFICANT ACCOUNTING POLICIES

Business Operations- Designer Brands Inc., originally founded as DSW Inc., is a leadingone of North AmericanAmerica's largest designers, producers and retailers of footwear and accessories designer, produceraccessories. We operate in 3 reportable segments: the U.S. Retail segment, the Canada Retail segment, and retailer.the Brand Portfolio segment. The U.S. Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its U.S. stores and e-commerce site. The Canada Retail segment operates The Shoe Company, Shoe Warehouse, and DSW banners through its Canada stores and e-commerce sites. Together, the U.S. Retail and Canada Retail segments are referred to as the "retail segments." The Brand Portfolio segment earns revenue from the sale of wholesale products to retailers, commission 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. Our other operating segments are below the quantitative and qualitative thresholds for reportable segments and are aggregated into Other for segment reporting purposes.

On May 10, 2018, we acquired the remaining interest in Town Shoes Limited ("TSL") that we did not previously own. Beginning with our second quarter of fiscal 2018, TSL ceased being accounted for under the equity method of accounting and was accounted for as a consolidated wholly owned subsidiary. As a result of this acquisition, we operate a Canadian business that is a retailer of branded footwear under The Shoe Company, Shoe Warehouse, and DSW Designer Shoe Warehouse banners, as well as related e-commerce sites.accessories. Subsequent to the acquisition, and as a result of our strategic review, we exited the Town Shoes banner in Canada during fiscal 2018.

On November 5, 2018, we completed the acquisition of Camuto LLC, doing business as Camuto"Camuto Group, ("Camuto Group")," a footwear design and brand development organization, from Camuto Group LLC (the "Sellers"). The Camuto Group acquisition provides us a global production, sourcing and design infrastructure, including operations in Brazil and China, a new state-of-the-art distribution center in New Jersey, footwear licenses of brands, including Jessica Simpson and Lucky Brand, and branded e-commerce sites. Camuto Group earns revenue fromsites as reported in the sale of wholesale products to retailers, commissions for serving retailers as the design and buying agent for products under private labels ("First Cost"), and the sale of branded products on direct-to-consumer e-commerce sites.Brand Portfolio segment. Also on November 5, 2018, in partnership with Authentic Brands Group LLC, a global brand management and marketing company, we formed ABG-Camuto LLC ("ABG-Camuto"), a joint venture in which we have a 40% interest. This joint venture acquired several intellectual property rights from the Sellers, including Vince Camuto, Louise et Cie, Sole Society, CC Corso Como, and others, and will focus on licensing and developing new category extensions to support the global growth of these brands. We have entered into a licensing agreement with ABG-Camuto whereby we pay royalties to ABG-Camuto, with the royalty expense included in our cost of sales, based on our netthe sales of footwear, handbags and jewelry, subject to guaranteed minimums. ABG-Camuto also earns royalties on sales from third parties that license the brands owned by ABG-Camuto.

On March 4, 2016,brand names to produce non-footwear product categories. Given our 40% ownership interest in ABG-Camuto, we acquired Ebuys, an off-price footwear and accessories retailer operating in digital marketplaces. Due to recurring operating losses incurred by Ebuys since its acquisition, as well as increased competitive pressures inrecognize earnings under the digital marketplace, we decided to exit the business and ended all operations in fiscal 2018.

We present 3 reportable segments: the U.S. Retail segment, the Canada Retail segment, andequity method, which is included within the Brand Portfolio segment. The U.S. Retail segment includes stores operated in the U.S. under the DSW Designer Shoe Warehouse banneras ABG-Camuto and its related e-commerce site. The Canada Retail segment, which is the resultconsidered an integral part of the TSL acquisition, includes stores operated in Canada under The Shoe Company, Shoe Warehouse, DSW Designer Shoe Warehouse banners and related e-commerce sites. The Brand Portfolio segment which is the result of the Camuto Group acquisition, includes sales from wholesale, First Cost, and direct-to-consumer branded e-commerce sites. Our other operating segments, including our Affiliated Business Group ("ABG"), are below the quantitative and qualitative thresholds for reportable segments and are aggregated into Other for segment reporting purposes.business.

Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year 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, but occasionally will contain an additional week resulting in a 53-week fiscal year. The periods presented in these consolidated financial statements and selected financial data each consisted of 52 weeks, except for fiscal 2017, which consisted of 53 weeks.

Variable Interest Entities- We had three joint ventures as a result of the Camuto Group acquisition where each joint venture licensed brands and contracted with Camuto Group to provide design, buying and sourcing services. Under these joint ventures, Camuto Group was responsible for managing all aspects of the brands and the joint ventures paid royalties, commissions, or consulting fees to the other parties. We were responsible for providing all funding to support the joint ventures' working capital needs. As a result, we were considered the primary beneficiary of the joint ventures and they were consolidated within our financial statements. Assets and liabilities of the joint ventures in the aggregate were immaterial. During fiscal 2019, we terminated the three joint ventures along with related licensing and design, buying and sourcing arrangements.

During the fourth quarter of fiscal 2019, we formed a joint venture with an entity affiliated with performing artist and celebrity Jennifer Lopez. This partnership was formed in order to design, source and sell the JLO JENNIFER LOPEZ collection, a line of footwear and handbags. Our Camuto Group business will beis responsible for design and sourcing, and DSW will beis the initial exclusive retailer of thenew products. Jennifer Lopez and her team will lead the creative directive for marketing and product design, with our technical expertise and guidance from our operating units.guidance. Jennifer Lopez earns fixed licensing fees and also has the opportunity to earn the Company's Class A common shares beginning in fiscal 2021 based on the expansion of our VIP rewards programs from her fan base. Based on

F-8

DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

certain terms within the joint venture operating agreement, we have determined that we have overall control of the joint venture. In addition, we provide a revolving line of credit to the joint venture and a guarantee for funding in excess of the joint venture's equity. As a result, we are considered the primary beneficiary of the joint venture and it is consolidated within our financial statements. Assets and liabilities of the joint venture are immaterial. We will recognize all of the losses of the joint venture up to the amounts guaranteed and share any profits between the partners under the terms of the joint venture operating agreement.
F-9


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impacts of COVID-19- In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") outbreak a pandemic. On March 18, 2020, to help control the spread of the virus and protect the health and safety of our customers, associates, and the communities we serve, we temporarily closed all of our stores in the U.S. and Canada. In addition, we took several actions in late March 2020 to reduce costs and operations to levels that were more commensurate with then-current sales, including furloughs and pay reductions. As this continues to be an unprecedented period of uncertainty, we have made and may continue to make adjustments to our operational plans, inventory controls, and liquidity management, as well as reductions to our expense and capital expenditure plans.

During the second quarter and into the third quarter of fiscal 2020, we re-opened all of our stores, discontinued the furlough program, and restored pay for our associates that had taken pay reductions. Beginning in July 2020, we initiated an internal reorganization and reduction of our workforce with additional actions taken throughout fiscal 2020, resulting in the elimination of approximately 1,000 associate positions, including over 200 vacant positions that will not be filled. The charges recorded as a result of this reorganization are included in our integration and restructuring costs discussed below.

Following the re-opening of stores, we experienced and have continued to experience significantly reduced customer traffic and net sales, which included subsequent store closures and reduced hours in certain areas, primarily in Canada, where government-imposed restrictions were mandated. Our retail customers in the Brand Portfolio segment have had and are having similar experiences. Given the continuation of overall depressed consumer sentiment, customer behavior has been and may continue to be slow to return to pre-COVID-19 patterns and levels, if at all. We have continued to serve our customers through our e-commerce businesses during the period that our stores were closed and beyond, but store closures primarily during the first half of fiscal 2020 and continuing reduced customer traffic resulted in a sharp decline in our net sales and cash flows.

As a result of the material reduction in net sales and cash flows during fiscal 2020, we performed impairment analyses for our U.S. Retail and Canada Retail segments at the store-level, which represents the lowest level for which identifiable cash flows are independent of the cash flows of other assets. The carrying amount of the store asset group, primarily made up of operating lease assets, leasehold improvements and fixtures, is considered impaired when the carrying value of the asset group exceeds the expected future cash flows from the asset group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value (categorized as Level 3 under the fair value hierarchy). Fair value at the store level is typically based on projected discounted cash flows over the remaining lease term. In addition, we evaluated other long-lived assets based on our intent to use such assets going forward. During fiscal 2020, we recorded impairment charges of $127.1 million ($104.2 million and $22.9 million for the U.S. Retail and Canada Retail segments, respectively), including impairment charges during the fourth quarter of fiscal 2020 of $4.2 million ($1.0 million and $3.2 million for the U.S. Retail and Canada Retail segments, respectively). Also during fiscal 2020, we recorded an impairment charge of $6.5 million for the Brand Portfolio segment customer relationship intangible asset resulting in a full impairment due to the lack of projected cash flows over the remaining useful life (categorized as Level 3 under the fair value hierarchy).

As a result of the material reduction in net sales and cash flows due to the temporary closure of all of our stores, the decrease in net sales from our retailer customers and the decrease in the Company's market capitalization due to the impact of the COVID-19 outbreak on macroeconomic conditions, we performed our impairment analysis for goodwill and other indefinite-lived intangible assets during the first quarter of fiscal 2020. We calculated the fair value of the reporting units with goodwill primarily based on a discounted cash flow analysis (categorized as Level 3 under the fair value hierarchy). Our analysis concluded that the fair value of the U.S. Retail segment, which is also the reporting unit, and other indefinite-lived intangible assets were in excess of the carrying values, but that the fair value of the First Cost reporting unit within the Brand Portfolio segment did not exceed its carrying value. Accordingly, during fiscal 2020, we recorded an impairment charge of $20.0 million for the First Cost reporting unit in the Brand Portfolio segment, resulting in a full impairment. We updated our impairment analysis for the goodwill within the U.S. Retail segment and other indefinite-lived intangible assets during the fourth quarter of fiscal 2020 as part of our annual evaluation, which resulted in the fair values being in excess of the carrying values.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which, among other things, provided employer payroll tax credits for wages paid to associates who were unable to work during the COVID-19 outbreak and options to defer payroll tax payments. Based on our evaluation of the CARES Act, we qualify for certain employer payroll tax credits that were treated as government subsidies to offset related operating expenses, as well as the deferral of payroll and other tax payments in the future. Similar credits and deferrals were also available in Canada. During fiscal 2020, the qualified government credits reduced our operating expenses by $11.4 million on our consolidated statements of operations. As of January 30, 2021, we had $10.0 million of deferred qualified payroll and other tax obligations, half of which is included in accrued expenses on the consolidated balance sheets that we expect to pay at the end of fiscal 2021, with the remaining included in other non-current liabilities on the consolidated balance sheets that we expect to pay at the end of fiscal 2022.
F-10


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded our income tax expense, income tax receivable, and deferred tax assets and related liabilities based on management’s best estimates. Additionally, we assessed the likelihood of realizing the benefits of our deferred tax assets. Our ability to recover these deferred tax assets depends on several factors, including the amount of net operating losses we can carry back and our ability to project future taxable income. One of the provisions of the CARES Act allows net operating losses generated within tax years 2018 through 2020 to be carried back up to five years, including years in which the U.S. federal statutory tax rate was 35%, as opposed to the current rate of 21%. 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 fiscal 2020 due to COVID-19, we are in a three-year cumulative loss position as of January 30, 2021, which is significant objective negative evidence in considering whether deferred tax assets are realizable. Such objective evidence limits the ability to consider other subjective evidence, such as the projection of future taxable income. A valuation allowance has been recognized as a reserve on the total deferred tax asset balance due to the uncertainty of realization of our loss carry forwards and other deferred tax assets. Our effective tax rate changed from 21.1% for fiscal 2019 to 19.7% for fiscal 2020. The decrease in the effective tax rate was primarily driven by the recording of an additional valuation allowance of $87.6 million partially offset by the ability to carry back current year losses to a tax year where the U.S. federal statutory tax rate was 35%.

In addition, during fiscal 2020, we incurred $10.6 million of incremental costs directly related to COVID-19, including hazard pay for store associates, termination fees, pre-open cleaning services, signs used to encourage customers in social distancing, plexiglass shields used at store registers, and supplies of thermometers, masks, gloves, cleaning agents, and other items.

The COVID-19 pandemic remains challenging and unpredictable. The ongoing and prolonged nature of the outbreak has continued to adversely impact our business and may lead to further adjustments to store operations, as well as continue to drive changes in customer behaviors and preferences, including reductions in consumer spending, which may necessitate further shifts in our business model. As such, the ultimate impacts of the COVID-19 outbreak to our businesses remain highly uncertain and will depend on future developments, including the widespread availability, use and effectiveness of vaccines, which are highly uncertain and cannot be predicted. We may have additional write-downs or adjustments to inventories, receivables, long-lived assets, intangibles, goodwill, and the valuation allowance on deferred tax assets.

Integration and Restructuring Costs- During fiscal 2020, we incurred restructuring costs, which consisted primarily of severance of $15.2 million ($5.5 million, $0.8 million and $8.9 million for the U.S. Retail, Canada Retail and Brand Portfolio segments, respectively), including severance charges during the fourth quarter of fiscal 2020 of $5.2 million (primarily related to the Brand Portfolio segment), and professional fees of $2.4 million. During fiscal 2019, we incurred integration and restructuring costs related to our prior year acquisition activity, which consisted primarily of severance of $3.9 million, in severance, $7.2 million in fees for terminating joint ventures and $6.6of $7.2 million, ofand professional fees and other integration costs.costs of $6.6 million. During fiscal 2018, we incurred restructuring costs of $5.6 million in severance, primarily related to changes to our store staffing model. These costs are included in operating expenses in the consolidated statementsAs of operations. As ofJanuary 30, 2021 and February 1, 2020, and February 2, 2019, we had $1.7 $6.5 million and $2.8$1.7 million, respectively, of severance liability included in accrued expenses on the consolidated balance sheets.

Gain on Settlement- During fiscal 2020, we collected $9.0 million, net of legal costs incurred, and recorded a gain to operating expenses in the consolidated statements of operations that was due to a settlement with a vendor related to costs incurred on an internal-use software project that was capitalized and then impaired in a previous fiscal year.

Principles of Consolidation- The consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries, including the joint ventures.variable interest entities. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in United States dollars ("USD"), unless otherwise noted.

Use of Estimates- The preparation of financial statements in conformity with GAAPaccounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net sales and expenses during the reporting period. Certain estimates and assumptions use forecasted financial information using information reasonably available to us, along with the estimated, but uncertain, future impacts of the COVID-19 outbreak. 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, legal reserves, foreignand tax contingent liabilities,reserves, 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 itthat we may undertake in the future,future. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

F-11


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition- Sales from the U.S. Retail and Canada Retail segments are recognized upon customer receipt of merchandise, net of estimated returns and exclude sales tax. Customers can purchase products from one of our stores, online or from our mobile application. For products shipped directly to our customers, we recognize the sale upon the estimated customer receipt date based on historical delivery transit times. Revenue from shipping and handling is recorded in net sales while the related costs are included in cost of sales.sales in the consolidated statements of operations. For products shipped directly to our customers from our suppliers (referred to as "drop ship"), we record gross sales upon deliverycustomer receipt based on the price paid by the customers as we have determined that we are the principal party responsible for the sale transaction.

Sales from the Brand Portfolio segment are recognized upon transfer of control. Generally, our wholesale customers arrange their own transportation of merchandise and control is transferred at the time of shipment. Sales are recorded at the transaction price, excluding sales tax, net of estimated reserves for customer returns, allowances and discounts. Direct-to-consumer sales are also recognized upon shipment of merchandise, net of estimated returns and exclude sales tax. CommissionFirst Cost commission income for serving retailers as the design and buying agent for products under private labels (referred to as "First Cost") is recognized at the point in time when the customer's freight forwarder takes control of the related merchandise.

ABG supplies footwear to other retailers under supply arrangements. We maintain ownership of the merchandise we supply under these arrangements, including risk of loss, returns, shrink up to a certain percentage and loss of inventory value, until customer receipt. Furthermore, we are responsible for the footwear assortment, inventory fulfillment, and pricing at all locations and online. As a result, sales are recognized upon receipt by the end customer, net of estimated returns and exclude sales tax. The affiliated retailers provide the sales associates and retail space. In return, we pay a percentage of net sales to the affiliated retailers, which is included in cost of sales.

Gift Cards- Amounts received from the sale of gift cards are recorded as a liability and are recognized as sales when the cards are redeemed for merchandise. Based on historical information, the likelihood of a gift card remaining unredeemed (referred to as "breakage") can be reasonably estimated at the time of gift card issuance. Breakage income is recognized over the estimated average redemption period of redeemed gift cards.

Loyalty Programs- We offer loyalty programs to our customers in the U.S. and Canada. Members under the programs earn points based on their level of spending, as well as for various other activities. Upon reaching a specified point threshold, members receive reward certificates that may be redeemed for purchases made within the stated expiration date. We record a reduction of net sales when points are awarded based on an allocation of the initial customer purchase and the stand-alone value

F-9

DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the points earned. We maintain a deferred liability for the outstanding points and certificates based on historical conversion and redemption rates. The deferred liability is reduced and sales are recognized when certificates are redeemed or when points and certificates expire.

Cost of Sales- Cost of sales from the U.S. Retail and Canada Retail segments is recognized net of estimated returns. In addition to the cost of merchandise sold, which includes freight and the impact of markdowns, shrinkageshrink and other inventory valuation adjustments, we include in cost of sales expenses associated with distribution and fulfillment and store occupancy. Distribution and fulfillment expenses are comprisedcomprise of labor costs, rent, depreciation, insurance, utilities, maintenance and other operating costs associated with the operations of the distribution and fulfillment centers. Store occupancy expenses include rent, utilities, repairs, maintenance, insurance, janitorial costs, and occupancy-related taxes, but excludesexclude depreciation.

Cost of sales from the Brand Portfolio segment is recognized net of estimated returns. In addition to the cost of merchandise sold, which includes freight and the impact of inventory valuation adjustments, we include in cost of sales royalty expense for licensed brands.

Operating Expenses- Operating expenses include expenses related to store management and store payroll costs, advertising, store depreciation, new store costs, design, sourcing and distribution costs associated with the Brand Portfolio segment, and corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation and amortization expense for corporate assets, marketing, legal, finance, outside professional services, customer service center expenses, and payroll-related costs for associates.

Stock-Based Compensation- We recognize compensation expense for awards of stock options, restricted stock units ("RSUs"), and director stock units, based on the fair value on the grant date and on a straight-line basis over the requisite service period for the awards that vest.are expected to vest, with forfeitures estimated based on our historical experience and future expectations. Stock-based compensation is included in operating expenses in the consolidated statements of operations.

New Store Opening Costs- Costs associated with the opening of new stores are expensed as incurred. During fiscal 2020, 2019 2018 and 2017,2018, new store opening costs, primarily pre-opening rent and marketing expenses, were $2.7 million, $2.6 million $2.8 million and $2.6$2.8 million, respectively.

Marketing Expense- The cost of advertising is generally expensed when the advertising first takes place or when mailed. During fiscal 2020, 2019 2018 and 2017,2018, marketing costs were $131.7 million, $123.9 million $121.4 million and $83.8$121.4 million, respectively.

F-12


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Non-Operating Expenses,Income (Expenses), Net- Non-operating expenses,income (expenses), net, includes gains and losses from foreign currency revaluation, realized gains and losses related to our investment portfolio, and fair value adjustments of pre-existing assets as a result of the acquisition of the remaining interest in TSL.

Income Taxes- We account for income taxes under the asset and liability method. We determine the aggregate amount of income tax expense to accrue and the amount whichthat will be currently payable based upon tax statutes of each jurisdiction in which we do business. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating loss and tax credit carryforwards, as measured using enacted tax rates expected to be in effect in the periods wherewhen temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable.

We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously
identified uncertain positions that have been adequately resolved. Additionally, uncertain positions may be remeasured as
warranted by changes in facts or law. Accounting for uncertain tax positions requires estimating the amount, timing and
likelihood of ultimate settlement. Although we believe that these estimates are reasonable, actual results could differ from
these estimates.

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 represented cash that is restricted as to withdrawal or usage and consisted of a mandatory cash deposit for certain outstanding letters of credit.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
(in thousands)January 30, 2021February 1, 2020February 2, 2019
Cash and cash equivalents$59,581 $86,564 $99,369 
Restricted cash, included in prepaid expenses and other current assets1,199 
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows$59,581 $86,564 $100,568 
(in thousands)February 1, 2020 February 2, 2019 February 3, 2018
Cash and cash equivalents$86,564
 $99,369
 $175,932
Restricted cash, included in prepaid expenses and other current assets
 1,199
 
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows$86,564
 $100,568
 $175,932


Investments- We determine the balance sheet classification of investments at the time of purchase and evaluate the classification at each balance sheet date. All income generated from these investments is recorded as interest income. We hold investmentFor prior period investments, we held securities in bonds and term notes that arewere classified as available-for-sale, which iswas based on our intention of the use of the investments. The unrealized holding gains or losses for the available-for-sale securities arewere reported in other comprehensive income (loss). We account for our purchases and sales of investments on the trade date of the investment. We account for investments using the equity method of accounting when we exercise significant influence over the investment. If we do not exercise significant influence, we account for the investment using the cost method of accounting. Cost method investments are included in other assets on the consolidated balance sheets. We evaluate our investments for impairment and whether impairment is other-than-temporary at each balance sheet date.

Accounts ReceivableReceivables, net- Accounts receivableReceivables are classified as current assets because the average collection period is generally shorter than one year. We monitor our exposure for credit losses based upon specific accounts receivable balances and we record related allowances for doubtful accounts where a riskfor estimated losses resulting from the inability of default has been identified.our customers to make required payments. We utilize an unrelated third-party provider for credit and collection services for receivables from the sale of wholesale products to certain retailers. This third-party provider guarantees payment for the majority of the serviced receivables.

Inventories- All of our inventory is made up of finished goods. The U.S. Retail segment inventory is accounted for using the retail inventory method and is stated at the lower of cost or market. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost-to-retail ratio to the retail value of inventories. The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered by markdowns. As a result, earnings are negatively impacted as the merchandise is marked down prior to sale. The Canada Retail segment and the Brand Portfolio segment inventory is accounted for using the weightedmoving average cost method and is stated at the lower of cost or net realizable value. We monitor aged inventory for obsolete
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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and slow-moving inventory that may need to be liquidated in the future at amounts below cost. Reductions to inventory values establish a new cost basis. Favorable changes in facts or circumstances do not result in an increase in the newly established cost basis.

We perform physical inventory counts or cycle counts on all inventory on hand throughout the year and adjust the recorded balance to reflect the results. We record estimated shrinkageshrink between physical inventory counts, based on historical experience and recent results.results, less amounts realized.

Inherent in the calculation of inventories are certain significant judgments and estimates, including setting the original merchandise retail value, markdowns, shrinkage,shrink, and liquidation values. The ultimate amount realized from the sale of inventory and write offs from counts could differ from management estimates.

Concentration of Risks- We are subject to risk due to concentration of merchandise coming from China. All of the products we manufacture in the Brand Portfolio segment come from third-party facilities outside of the U.S., with 83%73% of units sourced from China, whereas our U.S. Retail and Canada Retail merchandise is purchased from both domestic and foreign vendors. Many of our domestic vendors import a large portion of their merchandise from abroad, with the majority manufactured in China.

We are also subject to concentration of vendor risk within the U.S. Retail and Canada Retail segments. During fiscal 2019,2020, three key third-party vendors together supplied approximately 21%22% of our retail merchandise.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial instruments, which principally subject us to concentration of credit risk, consist of cash and cash equivalents and investments. We invest excess cash when available through financial institutions in money market accounts and investment securities. At times, such amounts invested through banks may be in excess of Federal Deposit Insurance Corporation insurance limits, and we mitigate the risk by utilizing multiple banks.

Fair Value- Fair value is defined as the price that would be received to sellin 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.

We measure available-for-sale investments at fair value on a recurring basis. These investments are measured using a market-based approach using inputs such as prices of similar assets in active markets (categorized as Level 2). The carrying value of cash and cash equivalents, accounts receivables and accounts payables approximated their fair values due to their short-term nature. The carryingfair value of borrowingborrowings under our senior secured asset-based revolving credit facility ("ABL Revolver") and our previous senior unsecured revolving credit agreement (the "Credit("Credit Facility") approximates itsapproximated the carrying value. As of January 30, 2021, the fair value of borrowings under our senior secured term loan ("Term Loan") was $254.1 million compared to the carrying value of $243.8 million. The fair value of debt borrowings was estimated based on its term and variablecurrent interest rate.rates offered for similar instruments (categorized as Level 2).

Property and Equipment-Equipment, net- Property and equipment, net, are stated at cost less accumulated depreciation determined by the straight-line method over the expected useful life of assets. The net book value of property or equipment sold or retired is removed from the asset and related accumulated depreciation accounts with any resulting net gain or loss included in results of operations. The estimated useful lives by class of asset are as follows:
Useful Lives
Useful Lives
Buildings39 years
Building and leasehold improvements3 to 20 years or the lease term if shorter
Furniture, fixtures and equipment3 to 10 years
Software5 to 10 years


Internal Use Software Costs- Costs related to software developed or obtained for internal use are expensed as incurred until the application development stage has been reached. Once the application development stage has been reached, certain qualifying costs are capitalized until the software is ready for its intended use. If a cloud computing arrangement includes a software
F-14


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the arrangement is accounted for as a service contract.

Leases- A lease liability for new leases is recorded based on the present value of future fixed lease commitments with a corresponding lease asset. For leases classified as operating leases, we recognize a single lease cost on a straight-line basis based on the combined amortization of the lease liability and the lease asset. Other leases will be accounted for as finance arrangements. For real estate leases, we are generally required to pay base rent, real estate taxes, and insurance, which are considered lease components, and maintenance, which is a non-lease component. We have elected to not separate non-lease payment components from the associated lease component for all new real estate leases. We determine the discount rate for each lease by estimating the rate that we would be required to pay on a secured borrowing for an amount equal to the lease payments over the lease term. The majority of our real estate leases provide for renewal options, which are typically not included in the lease term used for measuring the lease assets and lease liabilities as it is not reasonably certain we will exercise renewal options.

We monitor for events or changes in circumstances that may require a reassessment of our leases and determine if a remeasurement is required. In response to the COVID-19 outbreak, we negotiated deferrals of lease payments to be repaid over various periods, with no substantive changes to the total consideration without a change in the terms. We have elected to treat these changes as modifications to our leases, resulting in remeasuring the related lease assets and liabilities and including non-lease components per our policy.

Impairment of Long-Lived Assets- We periodically evaluate the carrying amount of our long-lived assets, primarily operating lease assets, property and equipment and definite-lived intangible assets, when events and circumstances warrant such a review to ascertain if any assets have been impaired. The reviews are conducted at the lowest identifiable level. The carrying amount of a long-lived asset or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group (categorized as Level 3 under the fair value hierarchy). The reviews are conducted at the lowest identifiable level.group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value.value (categorized as Level 3 under the fair value hierarchy). Fair value at the store level is typically based on projected discounted cash flows over the remaining lease term.

Refer to section above, Impacts of COVID-19, regarding impairment charges of long-lived assets during fiscal 2020. During fiscal 2019, we recorded impairment charges of $7.8 million, including $4.8 million for operating lease assets and other property and equipment in the Brand Portfolio segment related to the planned consolidation of certain locations as part of our integration efforts and $3.0 million primarily for operating lease assets related to under-performing stores ($2.3 million and $0.7 million for the U.S. Retail and Canada Retail segments, respectively). During fiscal 2018, we recorded impairment charges of $19.0 million, including $13.9 million for an abandoned corporate internal-use software that was under development and $5.1 million primarily for leasehold improvements related to under-performing stores ($1.5 million and $3.6 million for the U.S. Retail and Canada Retail segments, respectively). As a result of recurring operating losses incurred by Ebuys since its acquisition, which led to our decision to exit the business, during fiscal 2017, we recorded impairment charges of $31.9 million for intangible assets and $3.8 million for property and equipment, which resulted in writing off all of Ebuys' long-lived assets.stores.

Goodwill and Other Indefinite Lived Intangible Assets- We evaluate goodwill and other indefinite lived intangible assets for impairment annually during our fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that impairment may exist. When evaluating for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that there is an impairment. If we do not perform a qualitative assessment, or if we

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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

determine that it is more likely than not that the carrying value exceeds its fair value, we will calculate the estimated fair value. Fair value is typically calculated using a discounted cash flow analysis. Where deemed appropriate, we may also utilize a market approach for estimating fair value. Impairment charges are calculated as the amount by which the carrying amount exceeds its fair value, but not to exceed the carrying value for goodwill.

Refer to section above, Impacts of COVID-19, regarding impairment charges of goodwill during fiscal 2020. During fiscal 2018, we determined that the value of the acquired net assets of TSL exceeded its fair value based on the fair value of TSL using a discounted cash flow model (categorized as Level 3 under the fair value hierarchy). As a result, we recorded a goodwill impairment charge of $41.8 million that resulted in impairing all of Canada Retail segment’s goodwill. During fiscal 2017, due to recurring operating losses incurred by Ebuys since its acquisition, which led to our decision to exit the business, we recorded a goodwill impairment charge of $53.8 million, which resulted in writing off all of Ebuys' goodwill.

Self-Insurance Reserves- We record estimates for certain health and welfare, workers' compensation and casualty insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. The liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. Estimates for self-insurance reserves are calculated utilizing claims development estimates based on historical experience and other factors. We have purchased stop loss insurance to limit our exposure on a per person basis for health and welfare and on a per claim basis for workers' compensation and general liability, as well as on an aggregate annual basis.

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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency Translation and Transactions- Prior to our acquisition of the remaining interest in TSL, our equity investment in TSL and notes receivable from TSL, along with certain investments, were denominated in Canadian dollardollars ("CAD") and translated into USD at exchange rates in effect at the balance sheet date. Each quarter, the income or loss from TSL was recorded in USD at the average exchange rate for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss. During fiscal 2018, as a result of the acquisition of TSL, we reclassified a net loss of $12.2 million of foreign currency translation related to the previously held balances from accumulated other comprehensive loss to non-operating expenses, net.

During fiscal 2018, TSL became a wholly owned subsidiary with CAD as theirits functional currency. Assets and liabilities of the Canadian business are translated into USD at exchange rates in effect at the balance sheet date or historical rates as appropriate. Each quarter, amounts included in our consolidated statements of operations from the Canadian business are translated at the average exchange rate for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss. Transaction gains and losses are included in the consolidated statements of operations.

Deferred Compensation Plans- We provide deferred compensation plans, including defined contribution plans to eligible employeesassociates and a non-qualified deferred compensation plan for certain executives and members of the Board of Directors. Participants may elect to defer and contribute a portion of their eligible compensation to the plans up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. During fiscal 2020, 2019 2018 and 2017,2018, we recognized costs associated with matching contributions of $5.9$5.3 million, $5.2 million and $4.4 million, respectively.

Prior Period Reclassifications- Certain prior period reclassifications were made to conform to the current period presentation. For fiscal 2018, commission income of $3.5 million previously presented in commission, franchise and other revenue was reclassified to net sales. For fiscal 2018 and 2017, other revenue, which primarily included operating sublease income, of $5.8$5.9 million and $5.2 million, respectively, also previously presented in commission, franchise and other revenue was reclassified to operating expenses. In addition,respectively.

Adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments- During the first quarter of fiscal 2020, we reclassified $25.0 millionadopted Accounting Standards Update ("ASU") 2016-13, which replaces the previous incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method. The adoption of previously presented basis difference related to acquisition of commonly controlled entity to common shares paid in-capital within shareholders' equity for all periods presented. The basis difference related to acquisition of commonly controlled entity related toASU 2016-13 did not have a legal entity acquisition in fiscal 2012 from certain Schottenstein Affiliates. The legal entity owned property that was previously leased by us. As this was a transaction between entities under common control, the difference between the historical cost carrying amounts and the consideration transferred is reflected as an equity transaction within common shares paid in-capital.material impact on our consolidated financial statements.

Adoption of ASU 2016-02, Leases- During the first quarter of fiscal 2019, we adopted the new accounting standard for leases, Accounting Standards Update ("ASU")ASU 2016-02 and the related amendments. We elected to initially apply ASU 2016-02 as of February 3, 2019, with the recognition of $1.0 billion of lease assets and $1.1 billion of lease liabilities andwhich resulted in a cumulative-effect adjustment that decreased retained earnings by $9.6 million for transition impairments related to previously impaired leased locations. Periods prior to February 3, 2019 were not restated. Upon transition to ASU 2016-02, we recognized lease liabilities based on the present value of the remaining future fixed lease commitments, net of outstanding tenant allowance receivables, with corresponding lease assets. Amounts for prepaid expenses, deferred rent, deferred construction and tenant allowances, the

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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

accrual for lease obligations, and favorable and unfavorable leasehold interests were netted against the lease assets. At transition, we elected the package of practical expedients, which allows us to carry forward the historical lease classification and not reassess whether any expired or existing contracts are leases or contain leases. We did not elect the use of hindsight to determine the term of our leases at transition.

A lease liability for new leases is recorded based on the present value of future fixed lease commitments with a corresponding lease asset. For leases classified as operating leases, we recognize a single lease cost on a straight-line basis based on the combined amortization of the lease liability and the lease asset. Other leases will be accounted for as finance arrangements. For real estate leases, we are generally required to pay base rent, real estate taxes, and insurance, which are considered lease components, and maintenance, which is a non-lease component. As provided for under ASU 2016-02, we have elected to not separate non-lease payment components from the associated lease component for all new real estate leases. We determine the discount rate for each lease by estimating the rate that we would be required to pay on a secured borrowing for an amount equal to the lease payments over the lease term.

Prior to the adoption of ASU 2016-02, we recognized rent expense on a straight-line basis over the noncancelable terms of the lease. For leases with fixed increases of the minimum rentals during the noncancelable term,lease and we recorded the difference between the amounts charged to expense and the rent paid as deferred rent and amortized such deferred rent upon the delivery of the lease location by the lessor. In addition, cash allowances received from landlords were deferred and amortized on a straight-line basis over the noncancelable terms of the lease as a reduction of rent expense. Deferred rent and construction and tenant allowances are included in other non-current liabilities on the consolidated balance sheetsexit charges for periods prior to February 3, 2019. Also, we recorded reserves for leased spaces that were abandoned due to closure. Using a credit-adjusted risk-free rate to calculate the present value of the liability, we estimated future lease obligations based on remaining fixed lease payments, estimated or actual sublease income, and any other relevant factors.

Adoption of ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software- Also during the first quarter of fiscal 2019, we early adopted ASU 2018-15 on a prospective basis, which aligned the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or acquire internal-use software. The adoption of ASU 2018-15 did not have a material impact on our consolidated financial statements.

2.    ACQUISITIONS AND EQUITY METHOD INVESTMENT

Step Acquisition of TSL- On May 10, 2018, we acquired the remaining interest in TSL for $36.2 million CAD ($28.2 million USD), net of acquired cash of $8.5 million CAD ($6.6 million USD), by exercising our call option. This was accounted for as a step acquisition whereby we remeasured to fair value our previously held assets, which included our equity investment in TSL and notes and accounts receivablereceivables from TSL, and included these assets in the determination of the purchase price. During fiscal 2018, as a result of the remeasurement, we recorded a loss of $34.0 million to non-operating expenses, net, in the consolidated statements of operations. Also during fiscal 2018, we reclassified a net loss of $12.2 million of foreign currency translation adjustments related to the previously held balances from accumulated other comprehensive loss to non-operating expenses, net.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price and the allocation of the total consideration to the fair values of the assets and liabilities acquired was finalized as of February 2, 2019 and consisted of the following (in USD):
(in thousands)Final Purchase Price and Allocation
Purchase price: 
Cash consideration, net of cash acquired$28,152
Replacement stock-based awards attributable to pre-acquisition services196
Fair value of pre-existing assets92,242
 $120,590
Fair value of assets and liabilities acquired: 
Inventories$66,072
Other current assets3,687
Property and equipment41,008
Goodwill43,022
Intangible assets20,689
Accounts payable and other liabilities(33,196)
Non-current liabilities(20,692)
 $120,590


The fair value of previously held assets was determined immediately before the business combination, primarily by considering the income valuation approach (discounted cash flow) and the market valuation approach (precedent comparable transactions). Additionally, other information such as current market, industry and macroeconomic conditions were utilized to assist in developing these fair value measurements. The fair value of intangible assets included $15.7 million for tradenames, $3.6 million for favorable leasehold interests, and $1.4 million for customer relationships associated with the Canada loyalty program. The fair value of unfavorable leasehold interests, included in other non-current liabilities, was $7.6 million. The fair value for tradenames was determined using the relief from royalty method of the income approach, the fair value for leasehold interests was determined based on the market valuation approach, and the fair value for customer relationships related to the loyalty program was determined using the replacement cost method. The fair value for property and equipment was determined using the cost and market approaches. The fair value of inventories, which is made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs.

The goodwill represents the excess of the purchase price over the fair value of the net assets acquired. With this being a step acquisition, the purchase price included the fair value of our previously held assets, which considered the valuation of the TSL enterprise. This valuation identified that the resulting goodwill was not supportable as the value of the acquired net assets exceeded the enterprise fair value. As a result, during fiscal 2018, we recorded a goodwill impairment charge, net of adjustments as a result of recording adjustments to the preliminary purchase allocations, which resulted in impairing all of the Canada Retail segment’s goodwill. A portion of the goodwill is not expected to be deductible for income tax purposes.

During fiscal 2018, our consolidated statements of operations included net sales and net losses for TSL of $220.3 million and $48.9 million, respectively, which included the pre-tax losses from the wind down of operations for the Town Shoes banner, the goodwill impairment charge of $41.8 million, long-lived asset impairment charges of $3.6 million and lease exit charges of $15.5 million. Primarily in fiscal 2018, we incurred $3.1 million of acquisition-related costs as a result of the step acquisition (not included in the TSL net loss disclosed in the previous sentence), which were included in operating expenses in the consolidated statements of operations.

Acquisition of Camuto Group- On November 5, 2018, we completed the acquisition of all of the outstanding securities of Camuto Group for $166.3 million, net of acquired cash of $9.7 million and a working capital settlement of $5.0 million received during fiscal 2019. The purchase price of the acquisition, along with the acquired equity investment in ABG-Camuto (discussed below), was funded with available cash and borrowings on the revolving line of credit of $160.0 million.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price and the allocation of the total consideration to the fair values of the assets and liabilities acquired was finalized as of November 2, 2019 and consisted of the following:
(in thousands)
Preliminary Purchase Price and Allocation
as of November 5, 2018
 Measurement Period Adjustments 
Final Purchase Price and Allocation
as of November 2, 2019
Purchase price -     
Cash consideration, net of cash acquired$171,251
 $(4,965) $166,286
Fair value of assets and liabilities acquired:     
Accounts receivable$83,939
 $3,410
 $87,349
Inventories74,499
 (2,999) 71,500
Other current assets7,197
 1,105
 8,302
Property and equipment43,906
 (1,469) 42,437
Goodwill63,614
 24,131
 87,745
Intangible asset27,000
 (19,000) 8,000
Other assets13,351
 
 13,351
Accounts payable and other liabilities(122,811) (2,030) (124,841)
Non-current liabilities(19,444) (8,113) (27,557)
 $171,251
 $(4,965) $166,286


The fair value of the intangible asset relates to customer relationships and was based on the excess earnings method under the income approach. The fair value measurement is based on significant unobservable inputs, including the future cash flows and discount and customer attrition rates. The fair values for property and equipment were determined using the cost and market approaches. The fair value of inventories, which consist of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. The inventory valuation step-up was recognized to cost of goods sold during fiscal 2018 based on assumed inventory turns.

The goodwill represents the excess of the purchase price over the fair value of the net assets acquired, and was primarily attributable to acquiring an established design and sourcing process, which provides us the opportunity to expand our exclusive brand products offering at lower cost of goods in our retail segments and an assembled workforce. We determined that goodwill should be allocated to reporting units within the U.S. Retail and Brand Portfolio segments based on each reporting unit’s estimated benefit from the expected synergies from the Camuto Group acquisition. We allocated $67.8 million of the goodwill to the U.S. Retail segment based primarily on a discounted cash flow of the sourcing benefit. The remaining $20.0 million of goodwill was allocated to the First Cost reporting unit within the Brand Portfolio segment based on the fair value of the reporting unit over the fair value of the net assets allocated to the reporting unit. Goodwill is expected to be deductible for income tax purposes.

Other non-current liabilities included $12.7 million of estimated unpaid foreign payroll and other taxes. We recorded an offsetting indemnification asset to other assets, which we expect to collect under the terms of the securities purchase agreement with the Sellers. See Note 16, Commitments and Contingencies, for additional information.

Measurement period adjustments were the result of refining cash flow assumptions relating to certain synergy assumptions, adjusting accruals and related indemnification receivables based on additional information, and other immaterial adjustments identified as we performed additional analysis of the assets and liabilities acquired. Adjustments to the purchase price were based on a working capital settlement with the Sellers as provided by the purchase agreement. Measurement period adjustments are recognized on a prospective basis in the period of change.

During fiscal 2018, our consolidated statements of operations included net sales from external customers and net losses for Camuto Group of $89.6 million and $16.2 million, respectively. We incurred $22.2 million of acquisition-related costs as a result of the acquisition (not included in the Camuto Group net loss disclosed in the previous sentence), which were included in operating expenses in the consolidated statements of operations.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Investment in ABG-Camuto- On November 5, 2018, we acquired a 40% interest in the newly formed ABG-Camuto joint venture for $56.8 million in partnership with Authentic Brands Group LLC. Also on November 5, 2018, ABG-Camuto acquired several intellectual property rights from the Sellers and entered into a licensing agreement with us, through which ABG-Camuto earns royalties from the net sales of Camuto Group under the brands acquired.

Activity related to our equity investment in ABG-Camuto was as follows:
Fiscal
(in thousands)202020192018
Balance at beginning of period$57,760 $58,125 $
Initial investment in ABG-Camuto56,827 
Share of net earnings9,329 10,149 1,298 
Distributions received(8,491)(10,514)
Balance at end of period$58,598 $57,760 $58,125 
 Fiscal
(in thousands)2019 2018
Balance at beginning of period$58,125
 $
Initial investment in ABG-Camuto
 56,827
Share of net earnings10,149
 1,298
Distributions received(10,514) 
Balance at end of period$57,760
 $58,125


Combined Results- The following table provides the supplemental unaudited pro forma net sales and net income of the combined entity had the acquisition dates of TSL and Camuto Group and the investment in ABG-Camuto been the first day of our fiscal 2017:
(in thousands)Fiscal 2018
Net sales$3,562,498 
Net income$74,367 
 Fiscal
(in thousands)2018 2017
Net sales$3,562,498
 $3,487,314
Net income$74,367
 $17,645


The amounts in the supplemental pro forma results apply our accounting policies, eliminate intercompany transactions, assume the acquisition-related transaction costs were incurred in fiscal 2017, and reflect adjustments for additional expenses that would have been charged assuming borrowings on the revolving line of credit of $160.0 million and the same fair value adjustments to inventory, property and equipment, and acquired intangibles had been applied on the first day of our fiscal 2017. Related to the TSL acquisition, the supplemental pro forma results also exclude the loss related to the remeasurement of previously held assets, the net loss of foreign currency translation related to the previously held balances from accumulated other comprehensive loss, and the goodwill impairment charge. Because the ABG-Camuto investment was integral to the Camuto Group acquisition, the supplemental pro forma results include royalty expenses that would be due to ABG-Camuto using the guaranteed minimum royalties per the license agreement and the related earnings from our equity investment in ABG-Camuto had the transactions occurred on the first day of our fiscal 2017. Accordingly, these supplemental pro forma results have been prepared for comparative purposes only and are not intended to be indicative of results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    REVENUE

Disaggregation of Net Sales- The following table presents net sales disaggregated by product and service category for each segment:
Fiscal
(in thousands)202020192018
Net sales:
U.S. Retail segment:
Women's footwear$1,161,836 $1,853,265 $1,866,121 
Men's footwear386,338 539,917 561,722 
Kids' footwear151,121 158,261 118,859 
Accessories and other101,028 193,952 192,287 
1,800,323 2,745,395 2,738,989 
Canada Retail segment:
Women's footwear92,623 133,762 123,323 
Men's footwear45,665 63,140 57,567 
Kids' footwear37,233 40,995 30,216 
Accessories and other7,138 11,120 9,219 
182,659 249,017 220,325 
Brand Portfolio segment:
Wholesale197,940 379,698 86,209 
Commission income18,509 26,424 3,894 
Direct-to-consumer32,197 42,163 9,709 
248,646 448,285 99,812 
Other62,909 122,090 128,968 
Total segment net sales2,294,537 3,564,787 3,188,094 
Elimination of intersegment sales(59,818)(72,100)(10,176)
Total net sales$2,234,719 $3,492,687 $3,177,918 
 Fiscal
(in thousands)2019 2018 2017
Net sales:     
U.S. Retail segment:     
Women's footwear$1,853,265
 $1,866,121
 $1,771,058
Men's footwear539,917
 561,722
 556,772
Kids' footwear158,261
 118,859
 68,796
Accessories and other193,952
 192,287
 181,085
 2,745,395
 2,738,989
 2,577,711
Canada Retail segment:     
Women's footwear133,762
 123,323
 
Men's footwear63,140
 57,567
 
Kids' footwear40,995
 30,216
 
Accessories and other11,120
 9,219
 
 249,017
 220,325
 
Brand Portfolio segment:     
Wholesale379,698
 86,209
 
Commission income26,424
 3,894
 
Direct-to-consumer42,163
 9,709
 
 448,285
 99,812
 
Other122,090
 128,968
 227,844
Total segment net sales3,564,787
 3,188,094
 2,805,555
Elimination of intersegment sales(72,100) (10,176) 
Total net sales$3,492,687
 $3,177,918
 $2,805,555


Deferred Revenue Liabilities- We record deferred revenue liabilities, included in accrued expenses on the 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:
Fiscal
(in thousands)202020192018
Gift cards:
Beginning of period$35,461 $34,998 $32,792 
Gift cards redeemed and breakage recognized to net sales(59,173)(91,000)(90,569)
Gift cards issued58,154 91,463 92,775 
End of period$34,442 $35,461 $34,998 
Loyalty programs:
Beginning of period$16,138 $16,151 $21,282 
Loyalty certificates redeemed and expired and other adjustments recognized to net sales(25,049)(37,311)(41,210)
Deferred revenue for loyalty points issued20,290 37,298 36,079 
End of period$11,379 $16,138 $16,151 
 Fiscal
(in thousands)2019 2018 2017
Gift cards:     
Beginning of period$34,998
 $32,792
 $30,829
Gift cards redeemed and breakage recognized to net sales(91,000) (90,569) (91,778)
Gift cards issued91,463
 92,775
 93,741
End of period$35,461
 $34,998
 $32,792
Loyalty programs:     
Beginning of period$16,151
 $21,282
 $19,889
Loyalty certificates redeemed, expired, and other adjustments recognized to net sales(37,311) (41,210) (30,935)
Deferred revenue for loyalty points issued37,298
 36,079
 32,328
End of period$16,138
 $16,151
 $21,282



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Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Customer Allowances- We reduce sales by the amount of actual and remaining expected customer allowances, discounts and returns, and cost of sales by the amount of merchandise we expect to recover. Customer allowances are provided to our wholesale customers for margin assistance, co-op advertising support, and various other deductions. We estimate the reserves needed for margin assistance by reviewing inventory levels held by retailers, expected markdowns, gross margins realized, and other performance indicators. Product returns and other customer deductions are estimated based on anticipated future returns using historical experience and trends. Co-op advertising allowances are estimated based on arrangements with customers. Customer allowance reserves are included in accrued expenses on the consolidated balance sheets.

The following table presents the changes and total balances for sales reserves:
Fiscal
(in thousands)202020192018
Sales returns reserve:
Beginning of period$21,408 $17,743 $14,130 
Net sales reduced for estimated returns279,923 448,886 402,274 
Actual returns during the period(283,998)(445,221)(398,661)
End of period$17,333 $21,408 $17,743 
Customer allowances and discounts reserve:
Beginning of period$11,528 $13,094 $
Assumed liability in acquisitions and measurement period adjustments(3,267)15,434 
Net sales reduced for estimated allowances and discounts14,363 43,733 10,669 
Actual allowances and discounts during the period(21,312)(42,032)(13,009)
End of period$4,579 $11,528 $13,094 
 Fiscal
(in thousands)2019 2018 2017
Sales returns reserve:     
Beginning of period$17,743
 $14,130
 $14,149
Net sales reduced for estimated returns448,886
 402,274
 353,156
Actual returns during the period(445,221) (398,661) (353,175)
End of period$21,408
 $17,743
 $14,130
Customer allowances and discounts reserve:     
Beginning of period$13,094
 $
 $
Assumed liability in acquisitions and measurement period adjustments(3,267) 15,434
 
Net sales reduced for estimated allowances and discounts43,733
 10,669
 
Actual allowances and discounts during the period(42,032) (13,009) 
End of period$11,528
 $13,094
 $


As of January 30, 2021, February 1, 2020 and February 2, 2019, the asset for recovery of merchandise returns was $8.4 million, $11.9 million and $10.1 million, respectively, and is included in prepaid expenses and other current assets on the consolidated balance sheets.

4.    RELATED PARTY TRANSACTIONS

Schottenstein Affiliates

As of February 1, 2020,January 30, 2021, the Schottenstein Affiliates consisted of entities owned or controlled by Jay L. Schottenstein, the executive chairman of our Board of Directors, and members of his family,family. As of January 30, 2021, the Schottenstein Affiliates beneficially owned approximately 16% of the Company's outstanding common shares, representing approximately 52% of the combined voting power. Aspower, consisting of, February 1, 2020,in the Schottenstein Affiliates beneficially owned 3.6aggregate, 3.9 million Class A common shares and 7.7 million Class B common shares. We hadThe following summarizes the following related party transactions with Schottenstein Affiliates:Affiliates for the relevant periods:

Leases- We lease our fulfillment center and certain store locations owned by Schottenstein Affiliates. See Note 15,14, Leases, for rent expense and future minimum lease payment requirements associated with the Schottenstein Affiliates.

Other Purchases and Services- During fiscal 2020, 2019 2018 and 2017,2018, we had other purchases and services we incurred from the Schottenstein Affiliates of $4.8 million, $6.0 million $6.5 million and $4.6$6.5 million, respectively.

Due to Related Parties- As of January 30, 2021 and February 1, 2020, and February 2, 2019, we had amounts due to related partiesthe Schottenstein Affiliates of $0.9$1.2 million and $1.0$0.9 million, respectively, included in accounts payable on the consolidated balance sheets.

ABG-Camuto

Beginning in the fourth quarter of fiscal 2018, weWe have a 40% interest in our equity investment in ABG-Camuto. ABG-CamutoWe entered into a licensing agreement with us wherebyABG-Camuto, pursuant to which we pay royalties on the net sales of the brands owned by ABG-Camuto. DuringABG-Camuto, subject to guaranteed minimums. For both fiscal 20192020 and 2018,2019, we recorded $18.2 million and $2.4 million of royalty expense payable to ABG-Camuto, respectively. As of February 1, 2020 and February 2, 2019, we had $0.3 million and $2.4 million payable to ABG-Camuto, respectively, included in accrued expenses on the consolidated balance sheets. See Note 16,15, Commitments and Contingencies - Contractual Obligations, for future guaranteed minimum royalty payment requirements to ABG-Camuto. Amounts due to ABG-Camuto for all periods presented were immaterial.

F-19

Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.    EARNINGS (LOSS) PER SHARE

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

The following is a reconciliation of the number of shares used in the calculation of earnings (loss) per share:
Fiscal
(in thousands)202020192018
Weighted average basic shares outstanding72,198 73,602 80,026 
Dilutive effect of stock-based compensation awards1,003 
Weighted average diluted shares outstanding72,198 74,605 80,026 
 Fiscal
(in thousands)2019 2018 2017
Weighted average basic shares outstanding73,602
 80,026
 80,160
Dilutive effect of stock-based compensation awards1,003
 
 527
Weighted average diluted shares outstanding74,605
 80,026
 80,687


For fiscal 2020, 2019 2018 and 2017,2018, the number of potential shares that were not included in the computation of diluted earnings (loss) per share due to the anti-dilutive effect was 3.25.9 million, 3.2 million and 4.33.2 million, respectively.

6.STOCK-BASED COMPENSATION

6.    STOCK-BASED COMPENSATION

The DSW Inc. 2014 Long-Term Incentive Plan (the "Plan") provides for the issuance of stock-based compensation awards for eligible recipients. The Plan replaced the DSW Inc. 2005 Equity Incentive Plan but did not affect awards granted under that plan, some of which remain outstanding. Eligible recipients include key employeesassociates as well as directors. The maximum number of shares of Class A common shares underlying awards which may be issued over the term of the Plan cannot exceed 8.511.0 million shares. As of February 1, 2020, 2.9January 30, 2021, 9.2 million shares of Class A common shares remain available for future stock-based compensation grants under the Plan.

Stock-based compensation expense consisted of the following:
Fiscal
(in thousands)202020192018
Stock options$1,467 $2,079 $4,900 
Restricted and director stock units18,769 14,980 12,493 
$20,236 $17,059 $17,393 
 Fiscal
(in thousands)2019 2018 2017
Stock options$2,079
 $4,900
 $6,420
Restricted and director stock units14,980
 12,493
 8,284
 $17,059
 $17,393
 $14,704


Stock Options- Stock options were granted with an exercise price per share equal to the fair market value of our common stock on the grant date. Stock options generally vest 20% per year on a cumulative basis and remain exercisable for a period of 10 years from the date of grant.

Stock-based compensation expense is recognized only Stock option activity for those awards that are expected to vest, with forfeitures estimated based on our historical experiencethe periods presented and future expectations. As of February 1, 2020, the total compensation cost related to unvested options not yet recognizedas of January 30, 2021 was approximately $2.0 million, with a weighted average expense recognition period remaining of 1.8 years.immaterial.


F-20

Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the stock-based compensation award activity for outstanding stock options for fiscal 2019:
(in thousands, except per share amounts and years)Shares Subject to Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value
Outstanding - beginning of period4,001
 $24.36
    
Exercised(169) $12.46
    
Forfeited(71) $24.87
    
Outstanding - end of period3,761
 $24.90
 5.5 years $176
Vested and expected to vest - end of period3,669
 $24.96
 5.4 years $176
Exercisable - end of period2,618
 $25.94
 4.9 years $176


The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the option exercise price. The total intrinsic value of options exercised during fiscal 2019, 2018 and 2017 was $1.2 million, $2.1 million and $2.0 million, respectively. The total fair value of options that vested during fiscal 2019, 2018 and 2017 was $1.1 million, $0.8 million and $0.6 million, respectively.

Restricted Stock Units- Grants of time-based RSUs generally cliff vest over three years and performance-based RSUs generally cliff vest over three years based upon the achievement of pre-established goals as of the end of the first year of the term. RSUs receive dividend equivalents in the form of additional restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award. The grant date fair value of RSUs is based on the closing market price of the Class A common shares on the date of the grant.

F-20


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the stock-based compensation award activity for unvested stock units for fiscal 2019:2020:
Time-Based RSUsPerformance-Based RSUs
(shares in thousands)Number of SharesWeighted Average Grant Date Fair ValueNumber of SharesWeighted Average Grant Date Fair Value
Outstanding - beginning of period1,687$21.37 768 $21.24 
Granted5,880 $6.57 11 $5.49 
Vested(358)$19.58 (226)$19.74 
Forfeited(764)$10.41 (13)$21.94 
Outstanding - end of period6,445 $9.20 540 $21.84 
 Time-Based RSUs Performance-Based RSUs
(shares in thousands)Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value
Outstanding - beginning of period989
 $22.45
 596
 $21.87
Granted970
 $21.05
 519
 $21.90
Vested(162) $25.88
 (179) $24.66
Forfeited(110) $21.92
 (168) $21.94
Outstanding - end of period1,687
 $21.37
 768
 $21.24


The total fair value of time-based RSUs that vested during fiscal 2020, 2019, and 2018 and 2017 was $6.5 million, $3.8 million $1.7 million and $2.9$1.7 million, respectively. As of February 1, 2020,January 30, 2021, the total compensation cost related to unvested time-based RSUs not yet recognized was $15.3$27.9 million, with a weighted average expense recognition period remaining of 1.92.1 years.

The total fair value of performance-based RSUs that vested during fiscal 2020, 2019 and 2018 and 2017 was $4.0 million, $3.9 million $3.2 million and $1.8$3.2 million, respectively. As of February 1, 2020,January 30, 2021, the total compensation cost related to unvested performance-based RSUs not yet recognized was approximately $4.4$2.3 million, with a weighted average expense recognition period remaining of 1.7 years.1.0 year.

Director Stock Units- We issue stock units to directors who are not employees.associates. Stock units are automatically granted to each director on the date of each annual meeting of shareholders based on the closing market price of the Class A common shares. In addition, each director eligible to receive compensation for board service may elect to have the cash portion of such compensation paid in the form of stock units. Stock units granted to directors vest immediately and directors are given the option to settle their units 30 days after the grant date, at a specified date more than 30 days following the grant date, or upon completion of service. Stock units granted to directors not yet settled, which are not subject to forfeiture, are considered to be outstanding for the purposes of computing basic earnings (loss) per share. As of February 1, 2020,January 30, 2021, we had 0.50.4 million director stock units not yet settled.


F-21

Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.    SHAREHOLDERS' EQUITY

Shares- Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be 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 1 vote per share and holders of Class B common shares are entitled to 8 votes per share on matters submitted to shareholders for approval.

The following table provides additional information for our common shares:
February 1, 2020 February 2, 2019January 30, 2021February 1, 2020
(in thousands)Class A Class B Class A Class B(in thousands)Class AClass BClass AClass B
Authorized shares250,000
 100,000
 250,000
 100,000
Authorized shares250,000 100,000 250,000 100,000 
Issued shares86,202
 7,733
 85,763
 7,733
Issued shares86,835 7,733 86,202 7,733 
Outstanding shares64,033
 7,733
 70,672
 7,733
Outstanding shares64,666 7,733 64,033 7,733 
Treasury shares22,169
 
 15,091
 
Treasury shares22,169 22,169 


We have authorized 100.0100 million shares of 0-par value preferred shares with 0 shares issued for any of the periods presented.

Share Repurchases- On August 17, 2017, the Board of Directors authorized the repurchase of anadditional $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 fiscal 2019, we repurchased 7.1authorization, with $334.9 million Class A common shares at a cost of $141.6 million, with $334.9 million of Class A common shares that remain authorized under the program as of February 1, 2020. During fiscal 2018, we repurchased 2.0 million Class A common shares at a cost of $47.5 million, with $476.6 million of Class A common shares that remain authorized under the program as of February 2, 2019.January 30, 2021. The share repurchase program is subject to the ABL Revolver and Term Loan restrictions and 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. SharesAny share repurchases will be repurchasedcompleted in the open market at times and in amounts considered appropriate based on price and market conditions.
F-21


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Loss- Changes for the balances of each component of accumulated other comprehensive loss were as follows (all amounts are net of tax):
(in thousands)Foreign Currency TranslationAvailable-for-Sale SecuritiesTotal
Balance, February 3, 2018$(9,278)$(796)$(10,074)
Other comprehensive income (loss) before reclassifications(7,013)192 (6,821)
Amounts reclassified to non-operating expenses, net13,963 226 14,189 
Other comprehensive income6,950 418 7,368 
Balance, February 2, 2019(2,328)(378)(2,706)
Other comprehensive income (loss) before reclassifications(340)609 269 
Amounts reclassified to non-operating expenses, net(58)(58)
Other comprehensive income (loss)(340)551 211 
Balance, February 1, 2020(2,668)173 (2,495)
Other comprehensive income (loss) before reclassifications(618)195 (423)
Amounts reclassified to non-operating income, net(368)(368)
Other comprehensive loss(618)(173)(791)
Balance, January 30, 2021$(3,286)$$(3,286)
(in thousands)Foreign Currency Translation Available-for-Sale Securities Total
Balance, January 28, 2017$(13,699) $(242) $(13,941)
Other comprehensive income (loss) before reclassifications3,681
 (1,095) 2,586
Amounts reclassified to non-operating expenses, net740
 541
 1,281
Other comprehensive income (loss)4,421
 (554) 3,867
Balance, February 3, 2018(9,278) (796) (10,074)
Other comprehensive income (loss) before reclassifications(7,013) 192
 (6,821)
Amounts reclassified to non-operating expenses, net13,963
 226
 14,189
Other comprehensive income6,950
 418
 7,368
Balance, February 2, 2019(2,328) (378) (2,706)
Other comprehensive income (loss) before reclassifications(340) 609
 269
Amounts reclassified to non-operating expenses, net
 (58) (58)
Other comprehensive income (loss)(340) 551
 211
Balance, February 1, 2020$(2,668) $173
 $(2,495)



F-22

Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    ACCOUNTS RECEIVABLERECEIVABLES

Accounts receivable,Receivables, net, consisted of the following:
(in thousands)January 30, 2021February 1, 2020
Customer accounts receivables:
Serviced by third-party provider with guaranteed payment$29,615 $54,209 
Serviced by third-party provider without guaranteed payment363 365 
Serviced in-house4,576 7,630 
Income tax receivable149,824 
Other receivables12,865 28,166 
Total receivables197,243 90,370 
Allowance for doubtful accounts(1,194)(1,219)
$196,049 $89,151 
(in thousands)February 1, 2020 February 2, 2019
Customer accounts receivables:   
Serviced by third-party provider with guaranteed payment$54,209
 $47,599
Serviced by third-party provider without guaranteed payment365
 280
Serviced in-house7,630
 9,892
Construction and tenant allowance receivables due from landlords(1)

 4,034
Other receivables28,166
 8,004
Accounts receivable90,370
 69,809
Allowance for doubtful accounts(1,219) (939)
Accounts receivable, net$89,151
 $68,870
(1)Upon transition to ASU 2016-02 at the beginning of fiscal 2019, amounts for construction and tenant allowance receivables due from landlords were netted against the operating lease liabilities.

The following presents the activity in our balance in the allowance for doubtful accounts:
Fiscal
(in thousands)202020192018
Allowance for doubtful accounts - beginning of period$(1,219)$(939)$
Provision for bad debts(1,041)(1,446)(939)
Recoveries and other adjustments1,066 1,166 
Allowance for doubtful accounts - end of period$(1,194)$(1,219)$(939)
 Fiscal
(in thousands)2019 2018
Allowance for doubtful accounts - beginning of period$(939) $
Provision for bad debts(1,446) (939)
Recoveries and other adjustments1,166
 
Allowance for doubtful accounts - end of period$(1,219) $(939)


F-22
9.    INVESTMENTS

Investments in available-for-sale securities consisted of the following:

(in thousands)February 1, 2020 February 2, 2019
Carrying value of investments$24,831
 $70,195
Unrealized gains included in accumulated other comprehensive loss143
 44
Unrealized losses included in accumulated other comprehensive loss
 (521)
Fair value$24,974
 $69,718


10.PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:
(in thousands)February 1, 2020 February 2, 2019
Land$1,110
 $1,110
Buildings12,485
 12,485
Building and leasehold improvements449,958
 437,116
Furniture, fixtures and equipment482,573
 487,494
Software189,291
 161,226
Construction in progress32,645
 38,646
Total property and equipment1,168,062
 1,138,077
Accumulated depreciation and amortization(773,053) (728,501)
Property and equipment, net$395,009
 $409,576



F-23

Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9.    INVESTMENTS

11.GOODWILL AND INTANGIBLE ASSETS
Investments in available-for-sale securities consisted of the following:
(in thousands)January 30, 2021February 1, 2020
Carrying value of investments$$24,831 
Unrealized gains included in accumulated other comprehensive loss143 
Fair value$$24,974 

10.    PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:
(in thousands)January 30, 2021February 1, 2020
Land$1,110 $1,110 
Buildings12,485 12,485 
Building and leasehold improvements446,937 449,958 
Furniture, fixtures and equipment471,586 482,573 
Software194,064 189,291 
Construction in progress10,659 32,645 
Total property and equipment1,136,841 1,168,062 
Accumulated depreciation and amortization(840,372)(773,053)
$296,469 $395,009 
F-23


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    GOODWILL AND INTANGIBLE ASSETS

Goodwill- Activity related to our goodwill was as follows:
January 30, 2021February 1, 2020
(in thousands)GoodwillAccumulated ImpairmentsNetGoodwillAccumulated ImpairmentsNet
Beginning of period by segment:
U.S. Retail$93,655 $$93,655 $25,899 $$25,899 
Canada Retail41,610 (41,610)42,048 (42,048)
Brand Portfolio19,989 19,989 63,614 63,614 
155,254 (41,610)113,644 131,561 (42,048)89,513 
Activity by segment:
U.S. Retail -
Allocation of goodwill from Brand Portfolio— 67,756 — 67,756 
Canada Retail -
Currency translation adjustment1,476 (1,476)(438)438 
Brand Portfolio:
Impairment charges— (19,989)(19,989)— 
Purchase price and allocation adjustments24,131 24,131 
Allocation of goodwill to U.S. Retail— (67,756)— (67,756)
1,476 (21,465)(19,989)23,693 438 24,131 
End of period by segment:
U.S. Retail93,655 93,655 93,655 93,655 
Canada Retail43,086 (43,086)41,610 (41,610)
Brand Portfolio19,989 (19,989)19,989 19,989 
$156,730 $(63,075)$93,655 $155,254 $(41,610)$113,644 
 February 1, 2020 February 2, 2019
(in thousands)Goodwill Accumulated Impairments Net Goodwill Accumulated Impairments Net
Beginning of period by segment:           
U.S. Retail$25,899
 $
 $25,899
 $25,899
 $
 $25,899
Canada Retail42,048
 (42,048) 
 
 
 
Brand Portfolio63,614
 
 63,614
 
 
 
Other
 
 
 53,790
 (53,790) 
 131,561
 (42,048) 89,513
 79,689
 (53,790) 25,899
Activity by segment:           
U.S. Retail -           
Allocation of goodwill from Brand Portfolio67,756
 
 67,756
 
 
 
Canada Retail:           
Acquired TSL goodwill
 
 
 43,022
 
 43,022
Impairment charges
 
 
 
 (41,845) (41,845)
Currency translation adjustment(438) 438
 
 (974) (203) (1,177)
Brand Portfolio:           
Acquired Camuto Group goodwill
 
 
 63,614
 
 63,614
Purchase price and allocation adjustments24,131
 
 24,131
 
 
 
Allocation of goodwill to U.S. Retail(67,756) 
 (67,756) 
 
 
Other - Eliminated goodwill from Ebuys exit
 
 
 (53,790) 53,790
 
 23,693
 438
 24,131
 51,872
 11,742
 63,614
End of period by segment:           
U.S. Retail93,655
 
 93,655
 25,899
 
 25,899
Canada Retail41,610
 (41,610) 
 42,048
 (42,048) 
Brand Portfolio19,989
 
 19,989
 63,614
 
 63,614
 $155,254
 $(41,610) $113,644
 $131,561
 $(42,048) $89,513


Intangible Assets- Intangible assets consisted of the following:
January 30, 2021February 1, 2020
(in thousands)CostAccumulated AmortizationNetCostAccumulated AmortizationNet
Definite-lived customer relationships$2,909 $(2,791)$118 $9,360 $(2,044)$7,316 
Indefinite-lived trademarks and tradenames15,517 — 15,517 15,530 — 15,530 
$18,426 $(2,791)$15,635 $24,890 $(2,044)$22,846 
 February 1, 2020 February 2, 2019
(in thousands)Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Definite-lived:           
Customer relationships$9,360
 $(2,044) $7,316
 $28,375
 $(1,010) $27,365
Favorable leasehold interests
 
 
 3,513
 (295) 3,218
Indefinite-lived trademarks and tradenames15,530
 
 15,530
 15,546
 
 15,546
 $24,890
 $(2,044) $22,846
 $47,434
 $(1,305) $46,129



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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.    ACCRUED EXPENSES
The customer relationships are amortized by the straight-line method over three years associated with the Canada loyalty program and eight years for Brand Portfolio customer relationships. Upon transition to ASU 2016-02 at the beginning of fiscal 2019, amounts for favorable leasehold interests were netted against the operating lease assets.

12.ACCRUED EXPENSES

Accrued expenses consisted of the following:
(in thousands)January 30, 2021February 1, 2020
Gift cards$34,442 $35,461 
Accrued compensation and related expenses49,864 26,768 
Accrued taxes24,206 19,399 
Loyalty programs deferred revenue11,379 16,138 
Sales returns17,333 21,408 
Customer allowances and discounts4,579 11,528 
Other58,523 63,562 
$200,326 $194,264 
(in thousands)February 1, 2020 February 2, 2019
Gift cards and merchandise credits$35,461
 $34,998
Accrued compensation and related expenses26,768
 53,577
Accrued taxes19,399
 16,491
Loyalty programs deferred revenue16,138
 16,151
Sales returns21,408
 17,743
Customer allowances and discounts11,528
 13,094
Other63,562
 49,481
 $194,264
 $201,535


13.    OTHER NON-CURRENT LIABILITIESDEBT

Other non-current liabilitiesDebt consisted of the following:
(in thousands)January 30, 2021February 1, 2020
ABL Revolver$100,000 $
Term Loan243,750 
Credit Facility190,000 
Total debt343,750 190,000 
Less unamortized Term Loan debt issuance costs(8,931)
Less current maturities of long-term debt(62,500)
Long-term debt$272,319 $190,000 
(in thousands)February 1, 2020 February 2, 2019
Foreign tax contingent liabilities$6,018
 $13,429
Deferred tax liabilities2,009
 3,260
Construction and tenant allowances(1)

 71,634
Deferred rent(1)

 35,934
Accrual for lease obligations(1)

 16,483
Unfavorable leasehold interests(1)

 5,779
Other19,514
 18,528
 $27,541
 $165,047

As of January 30, 2021, future maturities of debt are as follows:
(in thousands)
Fiscal 2021$62,500 
Fiscal 202212,500 
Fiscal 202312,500 
Fiscal 202412,500 
Fiscal 2025243,750 
(1)TotalUpon transition to ASU 2016-02 at the beginning of fiscal 2019, amounts for construction and tenant allowances, deferred rent, the accrual for lease obligations, and unfavorable leasehold interests were netted against the operating lease assets.$343,750 

The following table presents
ABL Revolver- On August 7, 2020, we replaced our Credit Facility with the changes and total balancesABL Revolver, which provides a revolving line of credit of up to $400.0 million, including a Canadian sub-limit of up to $20.0 million, a $50.0 million sub-limit for the accrualissuance of letters of credit, a $40.0 million sub-limit for lease obligations:swing loan advances for U.S. borrowings, and a $2.0 million sub-limit for swing loan advances for Canadian borrowings. Our ABL Revolver matures in August 2025 and is secured by substantially all of our personal property assets, including a first priority lien on credit card receivables and inventory and a second priority lien on personal property assets that constitute first priority collateral for the Term Loan. The amount of credit available is limited to a borrowing base based on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of January 30, 2021, the ABL Revolver had a borrowing base of $400.0 million, with $100.0 million outstanding and $5.3 million in letters of credit issued, resulting in $294.7 million available for borrowings.
 Fiscal
(in thousands)2019 2018
Beginning of period$16,483
 $6,511
Netted against lease assets upon transition to ASU 2016-02(16,483) 
Assumed liability in acquisitions
 6,792
Additions
 23,507
Lease obligation payments, net of sublease income
 (20,496)
Adjustments
 169
End of period$
 $16,483



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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of our decision to exit the Ebuys business, which is included in our Other segment, during fiscal 2018, we exited a leased office space that expires in 2020Borrowings and a fulfillment center that expires in 2023 and recorded a lease exit charge of $6.3 million. Also during fiscal 2018, as a result of our decision to exit the Town Shoes banner, which is included in our Canada Retail segment, we closed or re-branded all Town Shoes banner stores and recorded lease exit charges of $15.5 million. The lease exit charges were recorded to operating expenses in the consolidated statements of operations with a related addition to the accrual for lease obligations that included the reserves for these leases based on the remaining lease payments and estimated sublease income. We incurred $19.5 million of charges related to the exit of the Town Shoes banner, which included lease exit charges, severance, and inventory write-downs.

14.DEBT

Credit Facility- Our Credit Facility, with a maturity date of August 25, 2022, provides a revolving line of credit up to $400 million, with sub-limits for the issuance of up to $50 million in letters of credit swing loan advances of up to $15 million, and the issuance of up to $75 million in foreign currency revolving loans and letters of credit. The Credit Facility may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the Credit Facility. Our Credit Facility allows the payments of dividends by us or our subsidiaries, provided that immediately before and after a dividend payment there is no event of default, as defined in our Credit Facility.

Loans issued under the revolving line of credit bearABL 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 overnight bank funding rate plus 0.5%, and (iii) the adjusted one-month London Interbank Offered Rate ("LIBOR") (as defined) plus 1.0%; or (B) an alternate baseadjusted LIBOR per annum (subject to a floor of 0.75%), plus, in each instance, an applicable rate as defined in the Credit Facility plus a marginto be determined based on our leverage ratio,average availability, with an interest rate of 3.4%3.25% as of February 1, 2020. Any loans issued in CAD bear interest at the alternate base rate plus a margin based on our leverage ratio. Interest on letters of credit issued under the Credit Facility is variable based on our leverage ratio and the type of letters of credit, with an interest rate of 1.8% as of February 1, 2020.January 30, 2021. Commitment fees are based on the average unused portion of the Credit Facility at a variable rate based on our leverage ratio. As of February 1, 2020 and February 2, 2019, we had $190.0 million and $160.0 million, respectively, outstanding under the Credit Facility. As of February 1, 2020, with the amount outstanding under the Credit Facility and $3.0 million in letters of credit issued, we had $207.0 million available for borrowings.ABL Revolver. Interest expense related to the Credit FacilityABL Revolver includes interest on borrowings and letters of credit, commitment fees and the amortization of debt issuance costs.

Term Loan- On August 7, 2020, we also entered into a $250.0 million Term Loan. The Term Loan requires minimum quarterly principal payments with the remaining outstanding balance due in August 2025. The Term Loan has limited prepayment requirements under certain conditions. The Term Loan is collateralized by a first priority lien on substantially all of our personal and real property (subject to certain exceptions), including investment property and intellectual property, and by a second priority lien on certain other personal property, primarily credit card receivables and inventory, that constitute first priority collateral for the ABL Revolver.

Borrowings under the Term Loan accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greater of (i) 3.25%, (ii) the prime rate, (iii) the overnight bank funding rate plus 0.5%, and (iv) the adjusted one-month LIBOR plus 1.0%, plus, in each instance, 7.5%; or (B) an adjusted LIBOR per annum (subject to a floor of 1.25%), plus 8.5%, with an interest rate of 9.75% (effective interest rate of 11.81% when including the amortization of debt issuance costs) as of January 30, 2021.

Debt Covenants-The Credit FacilityABL Revolver contains financiala minimum availability covenant where an event of default shall occur if availability is less than the greater of $30.0 million or 10.0% of the maximum credit amount. The Term Loan includes a springing covenant imposing a minimum earnings before interest, taxes, depreciation, and amortization covenant, which arises when liquidity is less than $150.0 million. In addition, the ABL Revolver and the Term Loan each contain 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, butin some cases, upon satisfying specified payment conditions. We are restricted from paying dividends or repurchasing stock until the third quarter of fiscal 2021 at the earliest, after which certain limitations apply. Both the ABL Revolver and the Term Loan contain customary events of default with cross-default provisions. Upon an event of default that is not limitedcured or waived within the cure periods, in addition to limitations on indebtedness, liens and investments, as well as the maintenance of a leverage ratio notother remedies that may be available to exceed 3.25:1 and a fixed charge coverage ratio not to be less than 1.75:1. A violation of any of the covenants could result in a default under the Credit Facility that would permit the lenders, to restrict our ability to further access the Credit Facility for loans andobligations may be accelerated, outstanding letters of credit may be required to be cash collateralized and requireremedies may be exercised against the immediate repayment of any outstanding loans under the Credit Facility.collateral. As of February 1, 2020,January 30, 2021, we were in compliance with all financial covenants.

15.LEASES
14.    LEASES

We lease our stores, fulfillment center and other facilities under operating lease arrangements with unrelated parties and related parties owned by the Schottenstein Affiliates. The majority of our real estate leases provide for renewal options, which are typically not included in the lease term used for measuring the lease assets and lease liabilities as it is not reasonably certain we will exercise options. We pay variable amounts for certain lease and non-lease components as well as for contingent rentalsrent based on sales for certain leases where the sales are in excess of specified levels and for leases that have certain contingent triggering events that are in effect. We also lease equipment under operating leases.

We receive operating sublease income from unrelated third parties for leasing portions or all of certain properties. Operating sublease income and operating expenses for these properties are included in operating expenses in our consolidated statements of operations.


Lease income and lease expense consisted of the following:
Fiscal
(in thousands)202020192018
Operating sublease income$12,219 $9,601 $4,659 
Operating lease expense:
Lease expense to unrelated parties$199,729 $213,156 $204,873 
Lease expense to related parties9,239 9,486 9,220 
Variable lease expense to unrelated parties63,881 53,239 23,822 
Variable lease expense to related parties1,341 1,283 
$274,190 $277,164 $237,915 
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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease income and lease expense consisted of the following for fiscal 2019 (after the adoption of ASU 2016-02) and fiscal 2018 and 2017 (prior to the adoption of ASU 2016-02):
 Fiscal
(in thousands)2019 2018 2017
Operating lease income$9,601
 $4,659
 $4,491
Operating lease expense:     
Lease expense to unrelated parties$213,156
 $204,873
 $178,353
Lease expense to related parties9,486
 9,220
 9,150
Variable lease expense to unrelated parties53,239
 23,822
 27,804
Variable lease expense to related parties1,283
 
 
 $277,164
 $237,915
 $215,307


Fiscal 20192020
Other operating lease information:
Weighted-average remaining lease term6.05.3 years
Weighted-average discount rate3.94.0 %


As of February 1, 2020,January 30, 2021, our future fixed minimum lease payments are as follows:
(in thousands)Unrelated PartiesRelated PartiesTotal
Fiscal 2021$267,251 $9,085 $276,336 
Fiscal 2022202,431 7,118 209,549 
Fiscal 2023159,705 4,573 164,278 
Fiscal 2024117,648 4,139 121,787 
Fiscal 202583,705 3,919 87,624 
Future fiscal years thereafter156,796 7,434 164,230 
987,536 36,268 1,023,804 
Less discounting impact on operating leases(97,539)(3,744)(101,283)
Total operating lease liabilities889,997 32,524 922,521 
Less current operating lease liabilities(236,813)(7,973)(244,786)
Non-current operating lease liabilities$653,184 $24,551 $677,735 
(in thousands)Unrelated Parties Related Parties Total
Fiscal 2020$214,533
 $8,574
 $223,107
Fiscal 2021222,936
 8,697
 231,633
Fiscal 2022189,534
 7,418
 196,952
Fiscal 2023150,003
 4,573
 154,576
Fiscal 2024111,490
 4,139
 115,629
Future fiscal years thereafter232,644
 11,353
 243,997
 1,121,140
 44,754
 1,165,894
Less discounting impact on operating leases(127,431) (5,184) (132,615)
Total operating lease liabilities993,709
 39,570
 1,033,279
Less current operating lease liabilities(179,548) (7,147) (186,695)
Non-current operating lease liabilities$814,161
 $32,423
 $846,584


As of February 1, 2020,January 30, 2021, we have entered into lease commitments for 119 new store locations and 1 store relocation where the leases have not yet commenced, and therefore the lease liabilities have not yet been recorded. We expect the lease commencement to begin inover the next three fiscal quarterquarters for these locations and we will record additional operating lease liabilities of approximately $20.1$14.0 million.













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Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of February 2, 2019, future minimum lease payment requirements, excluding contingent rental payments, maintenance, insurance, real estate taxes, and the amortization of deferred rent and construction and tenant allowances, consisted of the following, as determined prior to the adoption of ASU 2016-02:
(in thousands)Unrelated Parties Related Parties Total
Fiscal 2019$233,237
 $9,425
 $242,662
Fiscal 2020227,001
 9,364
 236,365
Fiscal 2021204,803
 8,697
 213,500
Fiscal 2022170,030
 6,518
 176,548
Fiscal 2023131,594
 1,874
 133,468
Future fiscal years thereafter298,437
 5,596
 304,033
 $1,265,102
 $41,474
 $1,306,576


15.    COMMITMENTS AND CONTINGENCIES
16.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 the 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.

Foreign Tax Contingencies-Insurance Recoveries- During fiscal 2020, we experienced lost sales and the related margins and recognized incremental losses due diligence procedures performed related to the acquisitionan incident at a third-party vendor that resulted in a shutdown of Camuto Group, we identified probable contingent liabilities associated with unpaid foreign payrollservices to us that impacted our ability to fulfill orders from customers for a limited period of time. This incident is covered under an insurance policy that provides for reimbursement of lost profits and other taxes that could alsorecognized losses as a result in assessed penalties and interest. We developed an initial estimate of the range of outcomes related to these obligations and have since refined our estimates with additional analysis. Our current estimate of the range of outcomes is $28.1 million to $40.0 million for obligations we are aware of at this time. We expect to resolve certain obligations with tax authorities over the next twelve months. As of February 1,outage. During fiscal 2020, we recognized insurance recovery gains of $3.0 million, recorded a contingent liabilityto cost of $28.1 million, with $22.1 million included in accrued expenses and $6.0 million included in other non-current liabilitiessales on the consolidated balance sheets, representingstatements of operations, for recognized losses that we believe are probable of being reimbursed through the low endinsurance policy. Reimbursement for lost profits and any additional recoveries in excess of recognized losses are treated as gain contingencies and will be recognized when realized or realizable. We will continue to work with the range andinsurance carrier to reach an indemnification asset of $24.5 million, with $19.6 million included in accounts receivable and $4.9 million included in other assetsagreement on the consolidated balance sheets, representing the estimatedtotal amount we expect to collect under the terms of the securities purchase agreement with the Sellers. We are continuing to assess the exposure, which may result in material changes to these estimates, and we may identify additional contingent liabilities. We believe that the Sellers are obligated to indemnify us for any payments to foreign taxing authorities for the periods up to the acquisition date. Although a portion of the purchase price is held in escrow and another portion is held in a restricted bank account, there can be no assurance that we will successfully collect all amounts that we may be obligated to settle with the foreign taxing authorities.recovered.

Guarantee- As a result of a previous merger, we provided a guaranteeWe provide guarantees for a lease commitmentobligations that isare scheduled to expire in fiscal 2023 for a locationlocations that hashave been leased to a third party.parties. If thea 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 February 1, 2020,January 30, 2021, the total future minimum lease payment requirements for this guarantee wasthese guarantees were approximately $13.4$15.9 million.

Contractual Obligations- As of February 1, 2020,January 30, 2021, we have entered into various noncancelable purchase and service agreements, including construction commitments for capital items to be purchased for projects that were under construction or for which a lease has been signed. In addition, we have license agreements that allow us to use third-party owned brands, including a license agreement with ABG-Camuto (a related party), that have guaranteed minimum royalty payments.


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Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of February 1, 2020,January 30, 2021, our noncancelable purchase obligations and future guaranteed minimum royalty payments are as follows:
Guaranteed Minimum Royalties
(in thousands)Noncancelable Purchase ObligationsUnrelated PartiesRelated PartyTotal
Fiscal 2021$5,449 $19,253 $18,350 $37,603 
Fiscal 20221,922 16,309 18,350 34,659 
Fiscal 20231,521 15,309 18,350 33,659 
Fiscal 202415,309 19,650 34,959 
Fiscal 20256,984 19,650 26,634 
Future fiscal years thereafter20,952 58,950 79,902 
$8,892 $94,116 $153,300 $247,416 
   Guaranteed Minimum Royalties
(in thousands)Noncancelable Purchase Obligations Unrelated Parties Related Party Total
Fiscal 2020$9,838
 $15,309
 $18,350
 $33,659
Fiscal 20211,871
 15,309
 18,350
 33,659
Fiscal 2022
 15,309
 18,350
 33,659
Fiscal 2023
 15,309
 18,350
 33,659
Fiscal 2024
 15,309
 19,650
 34,959
Future fiscal years thereafter
 27,936
 78,600
 106,536
 $11,709
 $104,481
 $171,650
 $276,131


1716.    INCOME TAXES

Income including(loss) before income (loss)taxes and loss from equity investment in TSL before income taxes consisted of the following:
 Fiscal
(in thousands)2019 2018 2017
Domestic income$111,021
 $123,172
 $131,131
Foreign income (loss), including income (loss) from equity investment in TSL8,753
 (113,805) (4,112)
Income, including income (loss) from equity investment in TSL, before income taxes$119,774
 $9,367
 $127,019
Fiscal
(in thousands)202020192018
Domestic income (loss)$(559,120)$111,021 $123,172 
Foreign income (loss), including loss from equity investment in TSL(49,527)8,753 (113,805)
Income (loss) before income taxes and loss from equity investment in TSL$(608,647)$119,774 $9,367 


Income tax provision (benefit) consisted of the following:
FiscalFiscal
(in thousands)2019 2018 2017(in thousands)202020192018
Current:     Current:
Federal$21,196
 $29,073
 $60,041
Federal$(151,931)$21,196 $29,073 
Foreign205
 188
 901
Foreign1,451 205 188 
State and local6,596
 12,268
 11,382
State and local(3,840)6,596 12,268 
Total current tax expense27,997
 41,529
 72,324
(154,320)27,997 41,529 
Deferred:     Deferred:
Federal(620) (2,234) (10,431)Federal23,601 (620)(2,234)
Foreign(1,241) (9,273) 927
Foreign1,504 (1,241)(9,273)
State and local(859) (189) (3,253)State and local9,287 (859)(189)
Total deferred tax expense(2,720) (11,696) (12,757)
Income tax provision$25,277
 $29,833
 $59,567
34,392 (2,720)(11,696)
Income tax provision (benefit)Income tax provision (benefit)$(119,928)$25,277 $29,833 



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Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following presents a reconciliation of the income tax provision (benefit) based on the U.S. federal statutory tax rate to the total tax provision (the U.S. federal statutory tax(benefit):
Fiscal
(in thousands)202020192018
Income tax provision (benefit) at federal statutory rate$(127,816)$25,152 $1,966 
State and local taxes, net of federal benefit (provision)(23,678)4,809 5,688 
Foreign tax rate differential(3,000)546 (3,270)
Foreign impairment charges11,196 
Change in valuation allowance87,579 (3,949)8,157 
Non-deductible compensation3,617 344 2,219 
CARES Act rate differential(57,894)
Change in uncertain tax positions(290)(527)2,611 
Net impact of implementing tax reform2,144 
Other1,554 (1,098)(878)
Income tax provision (benefit)$(119,928)$25,277 $29,833 

See Note 1, Significant Accounting Policies - Impacts of COVID-19, for discussion of CARES Act rate used below for fiscal 2017 excludesdifferential and the impact of the revised rate due to the U.S. Tax Reform as that change is reflected in the net impact of implementing the U.S. Tax Reform):valuation allowance.
 Fiscal
(in thousands)2019 2018 2017
Income tax provision at federal statutory rate$25,152
 $1,966
 $44,457
State and local taxes, net of federal benefit4,809
 5,688
 3,896
Foreign tax rate differential546
 (3,270) 922
Foreign impairment charges
 11,196
 
Change in valuation allowance(3,949) 8,157
 834
Non-deductible compensation344
 2,219
 54
Change in uncertain tax positions(527) 2,611
 1,245
Net impact of implementing the U.S. Tax Reform
 2,144
 10,079
Other(1,098) (878) (1,920)
Income tax provision$25,277
 $29,833
 $59,567

On December 22, 2017, the U.S. Tax Reform was enacted in the U.S., which significantly changed how the U.S. taxes corporations. The U.S. Tax Reform reduced the federal statutory tax rate from 35% to 21% and requires complex computations to be performed that were not previously required in U.S. tax law. The U.S. Treasury Department, the U.S. Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from our interpretation. During fiscal 2017, we recognized $10.1 million of additional net tax expense based on our initial assessment of implementing the U.S. Tax Reform. During fiscal 2018, we completed our determination of the accounting implications of the U.S. Tax Reform and recognized $2.1 million of additional net tax expense as a result of implementing the U.S. Tax Reform.

For fiscal 2019, the impact of taxation of the foreign operations on our total effective income tax rate was primarily related to valuation allowances taken.


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Table of Contents
DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:
(in thousands)January 30, 2021February 1, 2020
Deferred tax assets:
Operating lease liabilities$232,910 $259,846 
Net operating losses34,917 9,251 
Stock-based compensation11,782 10,987 
Inventories9,103 11,669 
Accrued expenses5,567 4,193 
Intangible assets5,031 442 
State bonus depreciation4,654 3,342 
Loyalty programs deferred revenue2,406 3,405 
Gift cards2,153 3,801 
Other3,824 4,459 
312,347 311,395 
Less: valuation allowance(101,185)(9,472)
Total deferred tax assets, net of valuation allowance211,162 301,923 
Deferred tax liabilities:
Operating lease assets(187,398)(242,733)
Property and equipment(23,306)(25,359)
Other(5,065)(3,977)
(215,769)(272,069)
Net deferred tax assets (liabilities)$(4,607)$29,854 
(in thousands)February 1, 2020 February 2, 2019
Deferred tax assets:   
State bonus depreciation$3,342
 $3,233
Inventory11,669
 11,131
Construction and tenant allowances
 3,048
Stock-based compensation10,987
 9,081
Gift cards3,801
 2,763
Accrued expenses4,193
 3,389
Accrued rewards3,405
 3,356
Accrued rent
 13,441
Lease liability259,846
 
Foreign net operating losses9,251
 13,627
Acquisition-related transaction costs4,194
 2,832
Other6,341
 4,540
 317,029
 70,441
Less: valuation allowance(9,472) (14,097)
Total deferred tax assets, net of valuation allowance307,557
 56,344
Deferred tax liabilities:   
Right of use asset(242,733) 
Property and equipment(25,359) (23,423)
Intangible assets(5,634) (3,287)
Prepaid expenses and other(3,977) (2,611)
 (277,703)
(29,321)
Net deferred tax assets$29,854
 $27,023

F-29


DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes are reported within the consolidated balance sheets as follows:
(in thousands)January 30, 2021February 1, 2020
Deferred tax assets$$31,863 
Deferred tax liabilities included in other non-current liabilities(4,607)(2,009)
Net deferred tax assets (liabilities) as shown above$(4,607)$29,854 
(in thousands)February 1, 2020 February 2, 2019
Deferred tax assets$31,863
 $30,283
Deferred tax liabilities included in other non-current liabilities(2,009) (3,260)
Net deferred tax assets as shown above$29,854
 $27,023


We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. As of February 1, 2020,January 30, 2021, the valuation allowance is primarily related to federal, state and foreign deferred tax assets. Additionally, there are state and foreign net operating losses, which, if not utilized, a portion of the carryovers will begin to expire in fiscal 2034.2025 and 2034, respectively. The following presents the changes in valuation allowance:
Fiscal
(in thousands)202020192018
Valuation allowance - beginning of period$9,472 $14,097 $2,736 
Additions charged to income tax provision (benefit)87,579 8,157 
Additions related to acquisitions6,124 
Allowances taken or written off(3,949)(2,920)
Other adjustments4,134 (676)
Valuation allowance - end of period$101,185 $9,472 $14,097 
 Fiscal
(in thousands)2019 2018 2017
Valuation allowance - beginning of period$14,097
 $2,736
 $1,972
Additions charged to income tax provision
 8,157
 834
Additions related to acquisitions
 6,124
 
Allowances taken or written off(3,949) (2,920) (70)
Other adjustments(676) 
 
Valuation allowance - end of period$9,472
 $14,097
 $2,736


The U.S. Tax Reform included a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been previously accrued have now been subject to

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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. tax. Notwithstanding the U.S. taxation of these amounts, weWe intend to continue to invest all of thesethe earnings of foreign subsidiaries, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and we do not expect to incur any significant, additional taxes related to such amounts.

Changes in gross unrecognized tax benefits were as follows:
Fiscal
(in thousands)202020192018
Unrecognized tax benefits - beginning of period$10,764 $11,608 $7,925 
Additions for tax positions taken in the current year603 1,692 4,105 
Reductions for tax positions taken in prior years:
Changes in estimates(340)
Settlements(1,280)(2,196)(422)
Unrecognized tax benefits - end of period$10,087 $10,764 $11,608 
 Fiscal
(in thousands)2019 2018 2017
Unrecognized tax benefits - beginning of period$11,608
 $7,925
 $6,773
Additions for tax positions taken in the current year1,692
 4,105
 1,835
Reductions for tax positions taken in prior years:     
Changes in estimates(340) 
 
Lapses of applicable statutes of limitations
 
 (233)
Settlements(2,196) (422) (450)
Unrecognized tax benefits - end of period$10,764
 $11,608
 $7,925


Of the $10.8 million, $11.6 million and $7.9 million of total unrecognized tax benefits at January 30, 2021, February 1, 2020 and February 2, 2019, and February 3, 2018, respectively, approximatelyapproximately $8.7 million, $9.2 million $10.2 million and $6.7$10.2 million, respectively, represent the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate in future periods. While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, any changes are not expected to have a material impact on our financial position, results of operations or cash flows. We recognize interest and penalties related to unrecognized tax benefits as a component of the income tax provision.provision (benefit). As of January 30, 2021, February 1, 2020 and February 2, 2019, and February 3, 2018, interest and penalties were $2.6 million, $2.3 million and $1.8 million, and $0.9 million, respectively.

We are no longer subject to U.S. federal income tax examinations for years prior to fiscal 20142017 and state income tax examinations for years prior to 2015.fiscal 2016. We have a federal income tax return and three state income tax returns in the process of examination at this time. We estimate the range of possible changes that may result from any future tax examinations to be insignificant at this time.

18.SEGMENT REPORTING
Our 3 reportable segments, which are also operating segments, are the U.S. Retail segment, the Canada Retail segment, and the Brand Portfolio segment. We have determined that the Chief Operating Decision Maker ("CODM") is our Chief Executive Officer and we have identified such segments based on internal management reporting and responsibilities. The performance of each segment is based primarily on net sales and gross profit. As a result, we do not allocate operating expenses to the segments. We changed our presentation of net sales and gross profit for all periods presented to include commission income. Total assets by segment are not presented in the table below as the CODM does not evaluate, manage or measure performance of segments using total assets.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17.    SEGMENT REPORTING

The following provides certain financial data by segment reconciled to the consolidated financial statements:
(in thousands)U.S. RetailCanada RetailBrand PortfolioOtherCorporate / EliminationsTotal
Fiscal 2020
Net sales:
External customer sales$1,800,323 $182,659 $188,828 $62,909 $$2,234,719 
Intersegment sales— — 59,818 — (59,818)— 
Total net sales$1,800,323 $182,659 $248,646 $62,909 $(59,818)$2,234,719 
Gross profit$242,786 $28,651 $36,393 $962 $2,449 $311,241 
Income from equity investment in ABG-Camuto$$$9,329 $$$9,329 
Cash paid for property and equipment$9,997 $3,420 $1,194 $67 $16,436 $31,114 
Depreciation and amortization$47,083 $7,817 $5,433 $42 $27,651 $88,026 
Fiscal 2019
Net sales:
External customer sales$2,745,395 $249,017 $376,185 $122,090 $$3,492,687 
Intersegment sales— — 72,100 — (72,100)— 
Total net sales$2,745,395 $249,017 $448,285 $122,090 $(72,100)$3,492,687 
Gross profit (loss)$786,976 $79,850 $114,170 $26,065 $(7,391)$999,670 
Income from equity investment in ABG-Camuto$$$10,149 $$$10,149 
Cash paid for property and equipment$36,302 $7,600 $3,574 $178 $30,166 $77,820 
Depreciation and amortization$47,282 $9,583 $5,644 $372 $23,768 $86,649 
Fiscal 2018
Net sales:
External customer sales$2,738,989 $220,325 $89,636 $128,968 $$3,177,918 
Intersegment sales— — 10,176 — (10,176)— 
Total net sales$2,738,989 $220,325 $99,812 $128,968 $(10,176)$3,177,918 
Gross profit (loss)$840,174 $55,937 $18,920 $25,252 $(1,594)$938,689 
Income from equity investment in ABG-Camuto$$$1,298 $$$1,298 
Cash paid for property and equipment$32,544 $6,396 $447 $147 $25,821 $65,355 
Depreciation and amortization$49,552 $6,951 $1,971 $604 $19,970 $79,048 
(in thousands)U.S. Retail Canada Retail Brand Portfolio Other Corporate / Eliminations Total
Fiscal 2019           
Net sales:           
External customer sales$2,745,395
 $249,017
 $376,185
 $122,090
 $
 $3,492,687
Intersegment sales
 
 72,100
 
 (72,100) 
Total net sales$2,745,395
 $249,017
 $448,285
 $122,090
 $(72,100) $3,492,687
Gross profit$786,976
 $79,850
 $114,170
 $26,065
 $(7,391) $999,670
Income from Equity investment in ABG-Camuto$
 $
 $10,149
 $
 $
 $10,149
Cash paid for property and equipment$36,302
 $7,600
 $3,574
 $178
 $30,166
 $77,820
Depreciation and amortization$47,282
 $9,583
 $5,644
 $372
 $23,768
 $86,649
Fiscal 2018           
Net sales:           
External customer sales$2,738,989
 $220,325
 $89,636
 $128,968
 $
 $3,177,918
Intersegment sales
 
 10,176
 
 (10,176) 
Total net sales$2,738,989
 $220,325
 $99,812
 $128,968
 $(10,176) $3,177,918
Gross profit$840,174
 $55,937
 $18,920
 $25,252
 $(1,594) $938,689
Income from Equity investment in ABG-Camuto$
 $
 $1,298
 $
 $
 $1,298
Cash paid for property and equipment$32,544
 $6,396
 $447
 $147
 $25,821
 $65,355
Depreciation and amortization$49,552
 $6,951
 $1,971
 $604
 $19,970
 $79,048
Fiscal 2017           
Total net sales$2,577,711
 $
 $
 $227,844
 $
 $2,805,555
Gross profit$783,399
 $
 $
 $15,733
 $
 $799,132
Cash paid for property and equipment$28,608
 $
 $
 $3,483
 $24,191
 $56,282
Depreciation and amortization$54,917
 $
 $
 $4,524
 $21,420
 $80,861


The U.S. Retail and Brand Portfolio segments and Other net sales recognized are primarily based on sales to customers in the U.S., and Canada Retail segment net sales recognized are based on sales to customers in Canada. Net sales realized from geographic markets outside of the U.S. and Canada have collectively been immaterial.

As of January 30, 2021 and February 1, 2020, and February 2, 2019, long-lived assets, consisting of property and equipment and operating lease assets, included $1.2$0.9 billion and $374.1 million,$1.2 billion, respectively, in the U.S. and $114.5$78.9 million and $35.2$114.5 million, respectively, in Canada, with only an immaterial amount in other countries. No single customer accounts for ten percent10% or more of consolidated total net sales. However, the Brand Portfolio segment has 4 customers that make up approximately 60%50% of its total net sales, excluding intersegment net sales, and the loss of any or all of these customers could have a material adverse effect on the Brand Portfolio segment.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19.
QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables contain selected quarterly consolidated financial data for fiscal 2019 and 2018 that have been prepared on the same basis as the accompanying audited consolidated financial statements and include all adjustments necessary for a fair presentation, in all material respects, of the information set forth therein on a consistent basis:
 
Fiscal 2019 Quarters Ended(1)
(in thousands, except per share data)May 4, 2019 August 3, 2019 November 2, 2019 February 1, 2020
Net sales$873,289
 $855,952
 $933,826
 $829,620
Gross profit$259,333
 $261,173
 $273,308
 $205,856
Operating profit (loss)$43,981
 $41,267
 $56,108
 $(14,057)
Net income (loss)$31,194
 $27,407
 $43,460
 $(7,564)
Diluted earnings (loss) per share(4)
$0.40
 $0.37
 $0.60
 $(0.11)


 
Fiscal 2018 Quarters Ended(2)
(in thousands, except per share data)May 5, 2018 August 4, 2018 November 3, 2018 February 2, 2019
Net sales$710,437
 $793,735
 $831,669
 $842,077
Gross profit$205,225
 $254,495
 $271,083
 $207,886
Operating profit (loss)$38,470
 $24,469
 $53,089
 $(57,023)
Net income (loss)(3)
$24,297
 $(38,356) $39,319
 $(45,726)
Diluted earnings (loss) per share(4)
$0.30
 $(0.48) $0.48
 $(0.58)

(1)During fiscal 2019, operating results were impacted by the following pre-tax items for the quarters presented:
 Fiscal 2019 Quarters Ended
(in thousands)May 4, 2019 August 3, 2019 November 2, 2019 February 1, 2020
Integration and restructuring expenses$2,488
 $9,621
 $1,465
 $4,148
Impairment charges$
 $
 $4,824
 $2,947

(2)    During fiscal 2018, operating results were impacted by the following pre-tax items for the quarters presented:
 Fiscal 2018 Quarters Ended
(in thousands)May 5, 2018 August 4, 2018 November 3, 2018 February 2, 2019
Lease exit and other termination costs$3,994
 $409
 $16,301
 $2,337
Acquisition-related costs and target acquisition costs$508
 $5,104
 $12,982
 $9,335
Impairment charges (adjustments)$
 $36,240
 $(7,163) $31,683
Fair value adjustments to TSL's previously held assets$
 $33,988
 $
 $
Camuto Group inventory step-up$
 $
 $
 $5,300
Restructuring expenses$
 $2,708
 $563
 $2,342
Foreign currency transactions losses (gains)$1,978
 $13,318
 $94
 $(1)

(3)During the fourth quarter of fiscal 2018, we recognized $2.1 million of additional net tax expense as a result of finalizing the U.S. Tax Reform implementation assessment.
(4)The sum of the quarterly diluted earnings (loss) per share amounts may not equal the fiscal year amount due to rounding and the use of weighted average shares outstanding for each period.


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DESIGNER BRANDS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.
SUBSEQUENT EVENTS

Coronavirus- In March 2020, the World Health Organization declared the coronavirus ("COVID-19") outbreak a pandemic, which continues to spread throughout North America and worldwide. The health and safety of our customers and employees remain our top priority as we continue to make decisions during this rapidly evolving situation. We have taken decisive actions across our businesses to help protect employees, customers and others in the communities we serve. As a measure to limit the spread of the virus, effective March 18, 2020, we temporarily closed all of our stores in the U.S. and Canada. Our e-commerce business will continue to be available to customers and our stores will be used in the fulfillment of online orders to be shipped to customers or available for curbside pickup. During this unprecedented period of uncertainty, we have in place business continuity plans involving adjustments to operational plans, inventory disciplines, liquidity management, and reductions to our expense and capital expenditure plans. Such measures include implementing temporary leaves of absence for over 80% of our workforce without direct pay and pay reductions for nearly all employees not placed on temporary leave. The COVID-19 outbreak and the temporary closure of all of our stores has had a material adverse impact on our business, liquidity, financial condition, and results of operations.

While we cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact, based on our current understanding of governmental mandates and maintaining the health and safety of our customers and employees, we believe our stores will primarily begin re-opening in the second quarter of fiscal 2020 with a gradual return of store traffic through the remainder of fiscal 2020. As such, the impacts of COVID-19 to our businesses are highly uncertain and we will continue to assess the financial impacts. The disruption to the global economy and to our business, along with a sustained decline in our stock price, may lead to triggering events that may indicate that the carrying value of certain assets, including inventories, accounts receivables, long-lived assets, intangibles, and goodwill, may not be recoverable.

Dividends- On March 17, 2020, the Board of Directors declared a quarterly cash dividend payment of $0.10 per share for both Class A and Class B common shares. The dividend was paid on April 10, 2020 to shareholders of record at the close of business on March 30, 2020.

Credit Facility- Subsequent to February 1, 2020, we borrowed $205.0 million from the Credit Facility as a precautionary measure to increase our cash position and preserve financial flexibility considering uncertainty in the U.S. and global markets resulting from COVID-19, resulting in $2.0 million of available for borrowing.

On April 30, 2020, the Credit Facility was amended, which resulted in various changes including:
Provides for a lien on all of the Company's assets;
Reduces the borrowing availability to $375.0 million on October 31, 2020, $350.0 million on January 30, 2021, $325.0 million on May 1, 2021, and $300.0 million on July 31, 2021;
Redefines the components for calculating the leverage ratio and fixed charge coverage ratio to adjust for certain temporary impacts due to COVID-19;
Changes the maximum leverage ratio covenant to 3.50:1 as of May 2, 2020, 4.00:1 as of August 1, 2020, 3.75:1 as of October 31, 2020, and 3.50:1 as of January 30, 2021 and as of the end of each fiscal quarter thereafter;
Changes the minimum fixed charge coverage ratio to 1.25:1 as of May 2, 2020 and 1.05:1 as of August 1, 2020 and as of the end of each fiscal quarter thereafter; and
Restricts the Company from paying dividends, making share repurchases, and making certain acquisitions.


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