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Designer Brands Inc. – ‘10-Q’ for 7/30/22 – ‘R16’

On:  Wednesday, 8/31/22, at 4:12pm ET   ·   For:  7/30/22   ·   Accession #:  1319947-22-36   ·   File #:  1-32545

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/31/22  Designer Brands Inc.              10-Q        7/30/22   60:7M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.83M 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     21K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     21K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     19K 
11: R1          Cover Page                                          HTML     73K 
12: R2          Condensed Consolidated Statements of Operations     HTML    100K 
13: R3          Condensed Consolidated Statements of Comprehensive  HTML     38K 
                Income (Loss)                                                    
14: R4          Condensed Consolidated Balance Sheets               HTML    127K 
15: R5          Condensed Consolidated Statements of Shareholders'  HTML     97K 
                Equity Statement                                                 
16: R6          Condensed Consolidated Statements of Shareholders'  HTML     19K 
                Equity (Parenthetical)                                           
17: R7          Condensed Consolidated Statements of Cash Flows     HTML    125K 
18: R8          Description of Business and Significant Accounting  HTML     45K 
                Policies                                                         
19: R9          Revenue                                             HTML    185K 
20: R10         Related Party Transactions                          HTML     26K 
21: R11         Earnings Per Share                                  HTML     31K 
22: R12         Stock-Based Compensation                            HTML     39K 
23: R13         Shareholders' Equity                                HTML     37K 
24: R14         Receivables                                         HTML     35K 
25: R15         Accrued Expenses                                    HTML     33K 
26: R16         Debt                                                HTML     42K 
27: R17         Commitments and Contingencies                       HTML     21K 
28: R18         Segment Reporting                                   HTML    102K 
29: R19         Description of Business and Significant Accounting  HTML     70K 
                Policies (Policies)                                              
30: R20         Description of Business and Significant Accounting  HTML     38K 
                Policies (Tables)                                                
31: R21         Revenue (Tables)                                    HTML    182K 
32: R22         Earnings Per Share (Tables)                         HTML     29K 
33: R23         Stock-Based Compensation (Tables)                   HTML     40K 
34: R24         Shareholders' Equity (Tables)                       HTML     38K 
35: R25         Receivables (Tables)                                HTML     35K 
36: R26         Accrued Expenses (Tables)                           HTML     32K 
37: R27         Debt (Tables)                                       HTML     33K 
38: R28         Segment Reporting (Tables)                          HTML     99K 
39: R29         Description of Business and Significant Accounting  HTML     43K 
                Policies - Narrative (Details)                                   
40: R30         Description of Business and Significant Accounting  HTML     27K 
                Policies - Cash, Cash Equivalents and Restricted                 
                Cash (Details)                                                   
41: R31         Revenue - by Brand Categories (Details)             HTML     73K 
42: R32         Revenue (Details)                                   HTML     86K 
43: R33         Related Party Transactions (Details)                HTML     55K 
44: R34         Earnings Per Share (Details)                        HTML     25K 
45: R35         Earnings Per Share - Anti-Dilutive Securities       HTML     19K 
                (Details)                                                        
46: R36         Stock-Based Compensation - Expense (Details)        HTML     24K 
47: R37         Stock-Based Compensation - Award Activity           HTML     32K 
                (Details)                                                        
48: R38         Shareholders' Equity - Class of Stock (Details)     HTML     40K 
49: R39         Shareholders' Equity - Dividends (Details)          HTML     21K 
50: R40         Shareholders' Equity - Share Repurchases (Details)  HTML     25K 
51: R41         Receivables (Details)                               HTML     35K 
52: R42         Accrued Expenses (Details)                          HTML     33K 
53: R43         Debt (Details)                                      HTML     82K 
54: R44         Commitments and Contingencies (Details)             HTML     19K 
55: R45         Segment Reporting (Details)                         HTML     63K 
58: XML         IDEA XML File -- Filing Summary                      XML    102K 
56: XML         XBRL Instance -- dsw-20220730_htm                    XML   2.15M 
57: EXCEL       IDEA Workbook of Financial Reports                  XLSX    102K 
 7: EX-101.CAL  XBRL Calculations -- dsw-20220730_cal                XML    138K 
 8: EX-101.DEF  XBRL Definitions -- dsw-20220730_def                 XML    383K 
 9: EX-101.LAB  XBRL Labels -- dsw-20220730_lab                      XML   1.06M 
10: EX-101.PRE  XBRL Presentations -- dsw-20220730_pre               XML    621K 
 6: EX-101.SCH  XBRL Schema -- dsw-20220730                          XSD    103K 
59: JSON        XBRL Instance as JSON Data -- MetaLinks              311±   443K 
60: ZIP         XBRL Zipped Folder -- 0001319947-22-000036-xbrl      Zip    318K 


‘R16’   —   Debt


This is an IDEA Financial Report.  [ Alternative Formats ]



 
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Debt
6 Months Ended
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following:
(in thousands)July 30, 2022January 29, 2022July 31, 2021
2020 ABL Revolver$ $— $16,810 
2022 ABL Revolver387,441 — — 
Term Loan 231,250 237,500 
Total debt387,441 231,250 254,310 
Less unamortized Term Loan debt issuance costs (5,714)(7,241)
Less current maturities of long-term debt — (62,500)
Long-term debt$387,441 $225,536 $184,569 
2022 ABL Revolver- On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility ("2020 ABL Revolver") with our current senior secured asset-based revolving credit facility ("2022 ABL Revolver"), which provides a revolving line of credit of up to $550.0 million, including a Canadian sub-limit of up to $55.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $55.0 million sub-limit for swing loan advances for U.S. borrowings, and a $5.5 million sub-limit for swing loan advances for Canadian borrowings. Our 2022 ABL Revolver matures in March 2027 and is secured by a first priority lien on substantially all of our personal property assets, including credit card receivables and inventory. The 2022 ABL Revolver may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of July 30, 2022, the 2022 ABL Revolver had a borrowing base of $550.0 million, with $387.4 million in outstanding borrowings and $4.9 million in letters of credit issued, resulting in $157.7 million available for borrowings.

Borrowings and letters of credit issued under the 2022 ABL Revolver accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate (as defined and subject to a floor of 0%) plus 0.5%, and (iii) the one-month Adjusted Term SOFR (as defined) plus 1.0%; or (B) a one-month, three-month or six-month Adjusted Term SOFR per annum (subject to a floor of 0%), plus, in each instance, an applicable rate to be determined based on average availability, with an interest rate of 3.9% as of July 30, 2022. Commitment fees are based on the unused portion of the 2022 ABL Revolver. Interest expense related to the 2022 ABL Revolver includes interest on borrowings and letters of credit, commitment fees, and the amortization of debt issuance costs.

Debt Covenants- The 2022 ABL Revolver requires us to maintain a fixed charge coverage ratio covenant of not less than 1:1 when availability is less than the greater of $41.3 million and 10.0% of the maximum borrowing amount. The 2022 ABL Revolver also contains customary covenants restricting our activities, including limitations on the ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. The 2022 ABL Revolver contains customary events of default, including failure to comply with certain financial and other covenants. Upon an event of default that is not cured or waived within the cure periods, in addition to other remedies that may be available to the lenders, the obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral. As of July 30, 2022, we were in compliance with all financial covenants.

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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/31/228-K
For Period end:7/30/22
3/30/228-K
2/8/22
1/29/2210-K
7/31/2110-Q
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Filing Submission 0001319947-22-000036   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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