DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`1 4.
`
`INCOME TAXES (Continued)
`
`The accounting standard for uncertai11 income tax positions clarifies the accounting for income taxes by prescribing the minimum recognition
`threshold a tax position is required to meet before being recognized in the financial statements and also contains guidance 011 the measurement of
`uncertain tax positions.
`
`A reconciliation of gross unrecognized tax benefits for uncertain tax positions for the years ended September 30 follows (in thousands):
`
`Balance at beginning of year
`Additions for current ycar tax positions
`Additions for prior year tax positions
`Reductions ofprior year tax positions
`Settlements
`Balance at cnd of year
`
`20 1 3
`
`2 0 1 2
`
`20 1 1
`
`$
`
`$
`
`4,063
`476
`331
`(12)
`(640)
`4,218
`
`$
`
`$
`
`2,591
`1,377
`266
`(20)
`(151 )
`4,063
`
`55
`
`$
`
`3,830
`203
`154
`(1,104)
`(492)
`2,591
`
`As of September 30, 2013, gross unrecognized tax benefits included accrued interest and penalties of $1,957,000. During fiscal 2013, 2012 and
`2011, interest and penalties of $341,000, $577,000, and $(3 86,000), respectively. related to unrecognized tax benefits, were included i11 income tax
`provision. If recognized, the portion of the liability for unrecognized tax benefits that would impact the Company's effective tax rate was $2,985,000,
`net of federal tax benefit.
`
`As of September 30, 2013, the Company had income taxes receivable of $648,000. which are included in prepaid expenses and other current
`assets in the accompanying Consolidated Balance Sheet.
`
`During the twelve months subsequent to September 30, 2013, it is reasonably possible that the gross unrecognized tax benefits could
`potentially increase by approximately $399,000 (of which approximately $278,000, net of federal benefit, would affect the effective tax rate) for
`uncertain tax positions, including the continued effect of interest on unrecognized tax benefits and limitatio11s on certain potential tax credits,
`partially offset by the effect of expiring statutes of limitations and settlements.
`
`The Company’s United States Federal income tax returns for the years ended September 30, 2010 and thereafter remain subject to examination
`by the United States Internal Revenue Service. The Company also files tax returns in Canada, India and numerous United States state jurisdictions,
`which have varyi11g statutes of limitations. Generally, Canadian tax returns for tax years ended September 30, 2007 and thereafter, Indian tax returns
`for tax years ended March 31, 2009 and thereafter, and United States state tax returns for tax years ended September 30, 2009 and thereafter,
`depending upon the jurisdiction, remain subject to examination. However, the statutes of limitations 011 certain of the Company’s United States
`state tax returns remain open for tax years prior to fiscal 2009.
`
`1 5.
`
`COM1VIITMENTS AND CONTINGENCIES
`
`The Company leases its retail facilities and certain equipment under various non-cancelable operating leases. Certain of these leases have
`renewal options. Total rent expense (including related occupancy costs, such as insurance, n1ai11te11a11ce and taxes, paid to landlords) under
`operating leases amounted to $61,253,000, $65,412,000 and $67,496,000 in fiscal 2013, 2012 and 2011, respectively. Such amounts include contingent
`rentals based upon a percentage of sales totaling $1,574,000, $1,428,000 and $1,563,000 in fiscal 2013, 2012 and 2011, respectively.
`
`In September 2013 the Company announced its plans to relocate its corporate headquarters and distribution operations from Philadelphia,
`Pennsylvania to southern New Jersey. The lease for the new Corporate headquarters building was signed September 19, 2013 a11d is expected to
`commence in Fall 2014, and the lease for a new build—to—suit distribution center building was signed December 3, 2013 and is expected to commence
`in early to mid 2015. Future minimum payments for the two leases are included in the table below.
`
`Store, office and distribution facility leases generally provide for payment of direct operating costs in addition to rent.
`
`F- 23
`
`Source: Destination Maternity Corp, 102K, 12/13/2013 I Powered by Intelligize
`
`
`
`DMC Exhibit 2042_O76
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`1 5.
`
`COMMITMENTS AND CONTINGENCIES (Continued)
`
`Future annual minimum operating lease payments, excluding such direct operating costs, as well as leases for equipment rental as of
`September 30. 2013 are as follows (in thousands):
`
`Fiscal Year
`
`2014
`2015
`2016
`2017
`2018
`2019 and thereafter
`
`$
`
`$
`
`42,200
`33,704
`28,360
`23,447
`18,973
`72,732
`219,416
`
`From time to time, the Company is named as a defendant in legal actions arising from normal business activities. Litigation is inherently
`unpredictable and although the amount of any liability that could arise with respect to currently pending actions cannot be accurately predicted,
`the Company does not believe that the resolution of any pending action will have a material adverse effect on its financial position, results of
`operations or liquidity.
`
`1 6.
`
`EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS
`
`The Company has an employment agreement with Edward M. Krell, the Company’s Chief Executive Officer (“CEO”). Mr. Krell’s employment
`agreement was amended on August 10, 2011 to increase Mr. Krell’s annual base salary from $650,000 to $750,000, effective December 1, 2010. On
`December 4, 2013, the Compensation Committee aaproved an increase to Mr. Krell’s annual base salary from $750,000 to $800,000. Base salary
`earned for Mr. K_rell was $750,000, $750,000 and $733,000 for fiscal 2013, 2012 and 2011, respectively. The agreement also provides for salary
`continuation and severance payments should the employment of the executive be terminated u11der specified conditions, as defined therein.
`Additionally, Mr. Krell is eligible for an annual cash bonus based on performance. The agreement continues in effect until terminated by either the
`Company or the executive in accordance with the ermination provisions of the agreement.
`
`Effective June 1, 2011, the Company entered into an employment agreement with Christopher F. Daniel, in connection with the hiring of Mr.
`Daniel as the Company’s President. The agreemen provided that Mr. Daniel’s annual base salary would be $525,000. On December 4, 2013, the
`Compensation Committee approved an increase to Mr. Daniel’s annual base salary from $525,000 to $535,000. Base salary earned for Mr. Daniel was
`S525,000, $525,000 and $175,000 for fiscal 2013, 2012 and 2011, respectively. The agreement also provides for salary continuation and severance
`payments should employment of the executive be erminated under specified conditions, as defined therein. Additionally, Mr. Daniel is eligible for
`an annual cash bonus based on performance. The agreement continues i11 effect until terminated by either the Company or the executive in
`accordance with the termination provisions of the agreement.
`
`The Company has an employment agreemen with Judd P. Tirnauer, the Company’s Executive Vice President & Chief Financial Officer. Mr.
`Tirnauer was promoted from Senior Vice President & Chief Financial Officer to Executive Vice President & Chief Financial Officer effective
`November 22, 2011. Mr. Tirnauer’s employment agreement was amended on August 10, 2011 to increase Mr. Tirnauer’s annual base salary from
`$332,000 to $375,000, effective December 1, 2010. On November 15, 2012, the Compensation Committee approved an increase to Mr. Tirnauer’s
`annual base salary from $375,000 to $385,000, effective December 1, 2012. On December 4, 2013, the Compensation Committee approved an increase
`to Mr. Timauer’s annual base salary from $385,000 to $405,000. Base salary earned for Mr. Tirnauer was $383,000, $375,000 and $368,000 for fiscal
`2013, 2012 and 201 l, respectively. The agreement also provides for salary continuation and severance payments should employment ofthe
`executive be terminated under specified conditions, as defined therein. Additionally, Mr. Tirnauer is eligible for an annual cash bonus based on
`performance. The agreement continues in effect until terminated by either the Company or the executive in accordance with the termination
`provisions ofthe agreement.
`
`F- 24
`
`Source: Destination Maternity Corp, 102K, 12/13/2013 I Powered by Intelligize
`
`
`
`DMC Exhibit 2042_O77
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`1 6.
`
`EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS (Continued)
`
`The Company has an employment agreement with Ronald J. Masciantonio, the Company’s Executive Vice President & Chief Administrative
`Officer. Effective April 21. 2011, Mr. Masciantonio was named by the Board as an executive officer of the Company. Effective November 22, 2011,
`Mr. Masciantonio was promoted fi'om Senior Vice President & General Counsel to Executive Vice President & General Counsel and, effective
`November 15, 2012, Mr. Masciantonio was promoted to the additional position of Chief Administrative Officer and continued to serve as the
`Company’s General Counsel until August 16, 2013. Mr. Masciantonio’s employment agreement was amended on August 10, 2011 to increase Mr.
`Masciantonio’s annual base salary from $275,000 to $320,000, effective December 1, 2010. On November 15, 2012, the Compensation Committee
`approved an increase to Mr. Masciantonio’s annual base salary from $320,000 to $360,000, effective December 1, 2012. On December 4, 2013, the
`Compensation Committee approved an increase to Mr. Masciantonio’s annual base salaiy fi‘on1 $360,000 to $390,000. Base salary earned for Mr.
`Masciantonio was $353,000, $320,000 and $312,000 for fiscal 2013, 2012 and 2011, respectively. The agreement also provides for salary continuation
`and severance payments should employment ofthe executive be terminated under specified conditions, as defined therein. Additionally, Mr.
`Masciantonio is eligible for an annual cash bonus based on performance. The agreement continues in effect until terminated by either the Company
`or the executive in accordance with the termination provisions ofthe agreement.
`
`1 7.
`
`POSTRETIREMENT OBLIGATIONS
`
`Effective September 30, 2008, Dan W. Matthias, the Company’s former Chairman of the Board and Former CEO, retired as CEO. In connection
`with Mr. Matthias’ retirement as CEO, in September 2008 the Company entered into a Transition Agreement (the “D. Matthias Transition
`Agreement”) with Mr. Matthias, the term of which expired on September 30, 2012. The D. Matthias Transition Agreement provided that Mr.
`Matthias made himself available to the Company during the term of the agreement for strategic planning, corporate development and other matters
`as requested by the Board or the Company’s CEO. Subsequent to his retirement, Mr. Matthias continued to serve the Company as non-executive
`Chairman of the Board until January 2010 and was thereafter available to the Company as stipulated in the D. Matthias Transition Agreement. In
`consideration of Mr. Matthias’ advisory and board services (and in lie11 of all other director compensation), the Company paid Mr. Matthias an
`annual retainer of $200,000 and continued certain insurance and fringe benefits during the term of the D. Matthias Transition Agreement. The D.
`Matthias Transition Agreement also provides for the restrictive covenants set forth in Mr. Matthias’ employment agreement to continue in effect
`until September 30, 2014.
`
`Effective September 30, 2010, Rebecca C. Matthias, the Company’s former President and Chief Creative Officer, retired. In connection with
`Ms. Matthias’ scheduled retirement, in November 2009 the Company entered into a Transition Agreement (the “R. Matthias Transition
`Agreement”) with Ms. Matthias, the term of which expired on September 30, 2012. In addition to certain preretirement employment arrangements,
`the R. Matthias Transition Agreement provided that Ms. Matthias made herself available to the Company during the term of the agreement on a
`limited basis for strategic planning, merchandising, public relations, publicity and other matters as requested by the Company’s CEO. The R.
`Matthias Transition Agreement also provides for the restrictive covenants set forth in
`Matthias’ employment agreement to continue in effect
`until September 30, 2014.
`
`The Company had Supplemental Executive Retirement Agreements (the “SERP Agreement(s)”) with Mr. and Ms. Matthias (the “SERP
`Executives”). which were effective March 2, 2007. Pursuant to the L). Matthias Transition Agreement, Mr. Matthias received SERP Agreement
`benefits totaling $3,960,000, which were paid to Mr. Matthias in installments that commenced on April 1, 2009, with the final installment paid on
`October 1, 2012. The Company paid SERP Agreement benefits to Mr. Matthias totaling $150,000, $600.000 and $750,000 in fiscal 2013, 2012 and 2011,
`respectively. Pursuant to the R. Matthias Transition Agreement, Ms. Matthias received a lump sum payment of the SERP Agreement benefits of
`S4,166,000 on December 16, 2010. No further amounts are payable to Mr. or Ms. Matthias pursuant to their SERP Agreements.
`
`The Company accounted for the SERP Agreements in accordance with the accounting requirements for defined benefit pension and other
`post—retireme11t plans.
`
`F- 25
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O78
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`1 7.
`
`POSTRETIREMENT OBLIGATIONS (Continued)
`
`Changes in the benefit obligation under the SERP Agreements as of September 30 were as follows (in thousands):
`
`Benefit obligation at beginning of year
`Interest cost
`
`Benefit payments
`Benefit obligation at end of year
`Less: current portion included in accrued expenses and other current liabilities
`Non—current benefit obligation at end of year
`
`2013
`
`2012
`
`$
`
`$
`
`150
`
`$
`
`(150)
`—
`—
`— $
`
`732
`18
`
`(600)
`150
`(150)
`—
`
`Net periodic pension cost on a pretax basis for fiscal 2012 and 2011 consisted of interest cost of $18,000 and $88,000, respectively.
`
`The Company had a grantor trust, which was established for the purpose of accumulating assets in anticipation of the Company’s payment
`obligations under the SERP Agreements (the “Grantor Trust”). In accorda11ee with the Company’s agreements with the SERP Executives arid the
`trustee for the Grantor Trust (the “Trustee”), the Company made partial cash contributions to the Grantor Trust, and provided an irrevocable
`standby letter of credit to the Trustee, in lieu of any contributions otherwise required, as security for funding obligations under the SERP
`Agreements. In December 2010, tl1e Company received a distribution of the assets in the Grantor Trust totaling $1,504,000. The amount withdrawn
`was used to partially fund the December 2010 lump sum payment of $4,166,000 of SERP Agreement benefits to Ms. Matthias. No further amounts
`remain in the Grantor Trust.
`
`1 8.
`
`EMPLOYEE BENEFIT PLANS
`
`The Company has a 401(k) savings plan for all employees who elect to participate and who have at least six months of service and are at least
`18 years of age. Employees ca11 contribute up to 20% of their annual salary. Employees who meet certain criteria are eligible for a matching
`contribution from the Company based 011 a sliding scale. Company matches are made in the first quarter of the succeeding calendar year and vest
`over a period of approximately six years from each employee’ s commencement of employment with the Company. Company matching contributions
`totaling $121,000 (net of $12,000 of cumulative plan forfeitures), $39,000 (net of S100,000 of cumulative plan forfeitures) and $146,000, were made in
`fiscal 2013, 2012 and 2011, respectively. In addition, the Company may make discretionary contributions to the plan. which vest over a period of
`approximately six years from each employee's commencement of employment with the Company. The Company has not made any discretionary
`contributions.
`
`1 9.
`
`Q1 TARTERI [V FINANCIAL INFORMATION (I TNAI IDITED)
`
`Quarterly financial results for the years ended September 30, 2013 and 2012 were as follows (in thousands, except per share amounts):
`
`Fiscal 2013
`
`Net sales
`Gross profit
`Net income
`Net income per share—Basic
`Net income per share—Diluted
`
`9/30/13
`
`Quarter Ended
`6/30/13
`3/31/13
`
`12/31/12
`
`$
`
`S
`
`128.250
`69,525
`5,633
`0.42
`0.42
`
`$
`
`141,886
`77,288
`8,591
`0.65
`0.64
`
`$
`
`134,859
`72980
`5,877
`0.44
`0.44
`
`135,264
`71,168
`3,842
`0.29
`0.29
`
`F- 26
`
`Source: Destination Maternity Corp, 102K, 12/13/2013 I Powered by Intelligize
`
`DMC Exhibit 2042_O79
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`1 9.
`
`QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Continued)
`
`Fiscal 2012
`
`Net sales
`Gross profit
`Net income
`Net income per share—Basic
`Net income per share—Diluted
`
`9/30/12
`
`Quarter Ended
`6/30/12
`3/31/12
`
`12/31/11
`
`$
`
`S
`
`128,487
`71,588
`5,189
`0.39
`0.39
`
`$
`
`138,847
`75,756
`6,941
`0.53
`0.52
`
`$
`
`137,792
`73,761
`4,979
`0.38
`0.38
`
`136,350
`69,606
`2,263
`0.17
`0.17
`
`The Company’s business, like that of other retailers, is seasonal. The Company’s quarterly net sales have historically been highest in its third
`fiscal quartcr, corresponding to the peak Spring selling scason. Given the historically higher sales level in its third fiscal quarter and tl1c rclativcly
`fixed nature ofmost ofthe Company’s operating expenses, tl1e Company l1as typically generated a very significant percentage ofits full year
`operating income and net income during its third fiscal quarter.
`
`20.
`
`SEGMENT AND ENTERPRISE WIDE DISCLOSURES
`
`Operating Segment. For purposes of tlie disclosure requirements for segments of a business enterprise, the Company has determined that its
`business is comprised of one operating segment: the design. manufacture and sale of maternity apparel and related accessories. While the
`Company offers a wide range of products for sale, the substantial portion of its products are initially distributed through the same distribution
`facilities, many of the Company’s products are manufactured at common contract manufacturer production facilities, the Company’s products are
`marketed through a comnron marketing department, and these products are sold to a sir11ilar customer base, Consisting of expectant mothers.
`
`Geographic Information. Geographic revenue information is allocated based on the country in which the products or services are sold and,
`in the case of international franchise revenues, on the location of tlie customer. Information concerning the Company’s operations by geographic
`area is as follows (in thousands):
`
`Net Sales to Unaffiliated Customers
`
`United States
`Foreign
`
`Long—LiVed Assets, Net
`United States
`Foreign
`
`Year Ended September 30,
`2012
`
`201 1
`
`2013
`
`35
`
`$
`
`512,585
`27,674
`
`$
`
`514,779
`26,697
`
`520,023
`25,371
`
`September 30,
`2013
`
`September 30,
`2012
`
`35
`
`$
`
`53,992
`1,799
`
`51,449
`976
`
`Major Customers. For the periods presented, the Company did not have any one customer who represented more than 10% of its net sales.
`
`F- 27
`
`Source: Destination Maternity Corp, 109K, 12/13/2013 i Powered by Intetligize
`
`
`
`DMC Exhibit 2042_O80
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
`
`2 1.
`
`INTEREST EXPENSE, NET
`
`Interest expense, net for the years ended September 30 is comprised of t11e following (in thousands):
`
`Interest expense
`Interest income
`Interest expense, net
`
`22.
`
`RELATED PARTY TRANSACTIONS
`
`2 0 1 3
`
`20 1 2
`
`20 1 1
`
`$
`
`35
`
`557
`(25)
`532
`
`$
`
`$
`
`1.256
`(41)
`1.215
`
`$
`
`$
`
`2.266
`(33)
`2,233
`
`There is a husband and wife relationship between Mr. Matthias and Ms. Matthias. There are no family relationships among any of the
`Company’s current executive officers or directors.
`
`F- 28
`
`Source: Destination Maternity Corp, 10~K, 12/13i2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O81
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`DESTINATION MATERNITY CORPORATION AND SUBSIDIARIES
`
`SCHEDULE H—VALUATION AND QUALIFYING ACCOUNTS
`
`(in thousands)
`
`Year Ended September 30, 2013
`Product return reserve
`
`Year Ended September 30, 2012
`Product rcturn rcscrvc
`
`Year Ended September 30, 2011
`Product return reserve
`
`Balance at
`beginning
`of period
`(1)
`
`Additions
`charged to
`costs and
`expenses
`
`Deductions and
`reclussificalitins
`
`Balance at
`end of
`period (1)
`
`$
`
`$
`
`$
`
`2,225
`
`2,083
`
`1,469
`
`$
`
`$
`
`$
`
`477
`
`142
`
`614
`
`$
`
`$
`
`$
`
`— $
`
`2,702
`
`— $
`
`2.225
`
`— $
`
`2,083
`
`(1)
`
`As of September 30, 2013, 2012 and 2011, the Company’s product return reserve reflects the estimated gross sales value of estimated
`product returns, which had an estimated cost value of $1,160, $919 and $853, respectively.
`
`F- 29
`
`Source: Destination Maternity Corp, 10~K, 12/13i2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O82
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Exhibit No.
`
`INDEX OF EXHIBITS
`
`Description
`
`‘$10.40 Letter, dated August 16, 2013, from Ronald J. Masciantonio to the Company pursuant to employment agreement
`21 Subsidiaries of the Company
`23 Consent of KPMG LLP
`
`31.1 Certification of the Chief Executive Ollicer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
`
`31.2 Certification of tl1e Executive Vice President & Chief Fi11a11cial Ofiicer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
`32.1 Certification ofthe Cl1ief'Executive Officer Pursuant to 18 U_S.C_ Section 1350, as Adopted Pursuant to Section 906 ofthe Sarl1anes-
`Oxley Act of 2002
`
`32.2 Certification of the Executive Vice President & Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
`Section 906 ofthc Sarbancs-Oxlcy Act of 2002
`l0l.lNS XBRL Instance Document
`
`10l.SCH XBRL Taxonomy Extension Schema Document
`10l.CAL XBRL Taxonomy Extension Calculation Linkbase Document
`
`101.DEF XBRL Taxonomy Extension Definition Linkbase Document
`
`10l.LAB XBRL Taxonomy Extension Label Linkbase Document
`
`101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
`
`*5‘
`
`Management contract or compensatory plan or arrangement.
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_083
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O84
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Exhibit 10.40
`
`August 16, 2013
`
`VIA HAND DELIVER Y
`
`Edward M. Krell
`ChiefExecutive Officer
`
`Destination Matemity Corporation
`456 North Fifth Street
`
`Philadelphia, PA 19123
`
`Re: Executive Employment Agreement dated as of July 16, 2009 (as amended April 27, 2010, August 10, 2011, November 22, 2011 and
`November 14, 2012, the “Agreement") by and between Destination Matemity Corporation (the ‘‘Company‘‘) and Ronald J. Masciantonio.
`
`Dear Ed:
`
`Reference is hereby 111ade to the above referenced Agreement.
`
`As we have agreed, effective immediately, in connection with the promotion of Kristen D. Han to the position of Vice President & General
`Counsel of the Company (reporting to me), 1 voluntarily relinquish the title of “General Counsel” and accept the title “Executive Vice President &
`ChiefAdministrative Off1cer.“1 do so with the understanding that my authority and duties at the Company will not be materially and adversely altered
`by this change in title and, thus, I hereby agree that this change in title will not constitute “Good Reason” under my Agreement.
`
`Regards,
`
`/S/ RONALD J. MASCIANT ONIO
`Ronald J. Masciantonio
`
`Source: Destination Maternity Corp, E><—1D, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O85
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Source: Destination Maternity Corp, EX—10, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_086
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`NAME OF SUBSIDIARY
`
`Cave Springs, Inc.
`
`Destination Maternity Apparel Private Limited
`
`DM Urban Renewal, L.L.C.
`
`Mothers Work Canada, Inc.
`
`SI TBSIDIARIES OF THE COMPAl\Y
`
`Exhibit 21
`
`STATE OR OTHER
`JURlSDlC'l'l0l\ OF
`INCORPORATION OR
`ORGANIZATION
`
`OTHER NAMES UNDER
`WHICH SUBSIDIARY
`DOES BIfSI\iESS
`
`Delaware
`
`India
`
`New Jersey
`
`Delaware
`
`N/A
`
`N/A
`
`N/A
`
`N/A
`
`Source: Destination Maternity Corp, EX—21, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O87
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Source: Destination Maternity Corp, EX—21, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O88
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
`
`Exhibit 23
`
`The Board of Directors
`Destination Maternity Corporation:
`
`We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333-59309, 333-12321 and 333-27611) a11d
`registration statements on Form S-8 (l\os. 33-64580, 33-89726, 333-2404, 333-3480, 333-5952‘), 333-57766, 333-112158, 333-137136, 333-174059. 333-
`175976 and 333-186937) of Destination Maternity Co1'po1‘ation (fo1'1ne1‘ly Mothers Work, Inc.) of our repoits dated December 13, 2013, with respect to
`the consolidated balance sheets of Destination Maternity Corporation and subsidiaries as of September 30, 2013 and 2012, and the related
`consolidated statements ofin come, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period
`ended September 30, 2013, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of
`September 30, 2013, which reports appear in the September 30, 2013 annual report on Form 10-K of Destination Maternity Corporation.
`
`/s/ KPMG LLP
`
`Philadelphia, Pennsylvania
`December 13, 2013
`
`Source: Destination Maternity Corp, EX—23, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O89
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Source: Destination Maternity Corp, EX—23, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O90
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`SARBAVES-OXI,EV
`SECTION 302 CERTIFICATION
`
`Exhibit 31.1
`
`I, Edward M. Krell, certify that:
`
`1. I have reviewed this Annual Report on Form 10-K of Destination Maternity Corporation;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
`make the statements made, in light of the circumstances under which such stateme11ts were made, not misleading with respect to the period covered
`by this report;
`
`3. Based on my knowledge, tl1e financial statements, and other financial information included in this report, fairly present in all material
`respects the financial condition, results of operations a11d cash flows of the registrant as of, and for, the periods presented in this report;
`
`4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
`defined in Exchange Act Rules l3a-l5(e) and l5d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l3a-l5(t) and
`lSd- l 5(1)) for thc rcgistrant and l1avc:
`
`(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
`supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
`others within those entities, particularly during the period in which this report is being prepared;
`
`(b) Dcsigncd such internal control over financial reporting, or caused such internal control over financial rcporting to bc dcsigncd
`under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
`statements for external purposes in accordance with generally accepted accounting principles;
`
`(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
`about the effectiveness ofthe disclosure controls a11d procedures, as ofthe end of the period covered by this report based o11 such
`evaluation; and
`
`(d) Disclosed in this report any change in the registrants inter11al control over financial reporting that occurred during the registrants
`111ost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of a11 annual report) that has Inaterially affected, or is reasonably
`likely to materially affect, the registrants internal control over financial reporting; and
`
`5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
`reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
`
`(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
`reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
`
`(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
`internal control over financial reporting.
`
`Date: December l3, 2013
`
`/s/ EDWARD M. KRELL
`Edward M. Krell
`C}zzefExecutzve Ofiicer
`
`Source: Destination Maternity Corp, EX—31, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_O91
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`Source: Destination Maternity Corp, EX—31, 12/13/2013 | Powered by Intelligize
`
`DMC Exhibit 2042_092
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`SARBAVES-OXI,EV
`SECTION 302 CERTIFICATION
`
`Exhibit 31.2
`
`I, Judd P. Tirnauer, certify that:
`
`1. I have reviewed this Annual Report on Form 10-K of Destination Maternity Corporation;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
`make the statements made, in light of the circumstances under which such stateme11ts were made, not misleading with respect to the period covered
`by this report;
`
`3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
`respects the financial condition, results of operations a11d cash flows of the registrant as of, and for, the periods presented in this report;
`
`4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
`defined in Exchange Act Rules l3a-l5(e) and l5d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l3a-l5(t) and
`lSd- l 5(1)) for the registrant and l1avc:
`
`(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
`supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
`others within those entities, particularly during the period in which this report is being prepared;
`
`(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
`under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
`statements for external purposes in accordance with generally accepted accounting principles;
`
`(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
`about the effectiveness ofthe disclosure controls a11d procedures, as ofthe end of the period covered by this report based on such
`evaluation; and
`
`(d) Disclosed in this report any change in the registrants inter11al control over financial reporting that occurred during the registrants
`111ost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of a11 a11n11al report) that has materially affected, or is reasonably
`likely to materially affect, the registrants internal control over financial reporting; and
`
`5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
`reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
`
`(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
`reasonably likely to adversely affect the registrant’s ability to record, process, summarize and re