Delaware
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13-3045573
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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The press release contained non-GAAP financial measures within the meaning of the Securities and Exchange Commission's Regulation G, including: (a) Adjusted EBITDA (operating income (loss) before deduction for the following non-cash charges: (i) depreciation and amortization expense; (ii) loss on impairment of tangible and intangible assets; (iii) loss (gain) on disposal of assets; and (iv) stock compensation expense), together with the percentage of net sales represented by this measure; (b) Adjusted EBITDA before restructuring and other charges, together with the percentage of net sales represented by this measure; (c) Adjusted net income (loss), before goodwill impairment expense, (d) Adjusted net income (loss), before goodwill impairment expense, restructuring and other charges, and loss on extinguishment of debt; (e) Adjusted net income (loss) per share - diluted, before goodwill impairment expense; (f) Adjusted net income (loss) per share - diluted, before goodwill impairment expense, restructuring and other charges, and loss on extinguishment of debt; and (g) net debt.
The Company believes that each of these non-GAAP financial measures provides useful information about the Company's results of operations and/or financial position to both investors and management. Each non-GAAP financial measure is provided because management believes it is an important measure of financial performance used in the retail industry to measure operating results, to determine the value of companies within the industry and to define standards for borrowing from institutional lenders. The Company uses each of these non-GAAP financial measures as a measure of the performance of the Company. The Company provides these measures to investors to assist them in performing their analysis of its historical operating results. Each of these non-GAAP financial measures reflects a measure of the Company's operating results before consideration of certain charges and consequently, none of these measures should be construed as an alternative to net income (loss) or operating income (loss) as an indicator of the Company's operating performance, or as an alternative to cash flows from operating activities as a measure of the Company's liquidity, as determined in accordance with generally accepted accounting principles. The Company may calculate each of these non-GAAP financial measures differently than other companies.
With respect to the non-GAAP financial measures discussed in the press release, the Company has provided, as an attachment to such press release, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
The disclosure in this Current Report, including in the Exhibit attached hereto, of any financial information shall not constitute an admission that such information is material.
Edward M. Krell, Chief Executive Officer: $1,300,000
Rebecca C. Matthias, President & Chief Creative Officer: $1,143,462
Lisa Hendrickson, Chief Merchandising Officer: $216,884
Judd P. Tirnauer, Senior Vice President & Chief Creative Officer: $325,000
The Committee also granted Ms. Matthias 10,000 shares of restricted stock under the Company's Amended and Restated 2005 Equity Incentive Plan, which shares the Committee determined had been earned under existing contractual arrangements as a result of the achievement of 2009 fiscal year performance goals.
Given the Committee's determination of Ms. Hendrickson's value to the Company, the Committee also established an opportunity for her to earn an additional cash bonus of $216,884. Ms. Hendrickson will be entitled to receive this special bonus on December 15, 2010 if she remains continuously employed by the Company through December 15, 2010. This special bonus would also be paid to Ms. Hendrickson if her employment is terminated by the Company without cause prior to December 15, 2010.
Ex. No. 99.1 Press Release of the Company issued November 18, 2009.
DESTINATION MATERNITY CORPORATION
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Date: November 24, 2009
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By:
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/s/ Judd P. Tirnauer
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Judd P. Tirnauer
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Senior Vice President & Chief Financial Officer
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Exhibit No.
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Description
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EX-99.1
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Press Release of the Company issued November 18, 2009
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