15-12596-mg Doc 114 Filed 10/22/15 Entered 10/22/15 16:03...

COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Jeffrey L. Cohen Michael A. Klein Richelle Kalnit Proposed Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------- In re: QUIRKY, INC., et al.1 Debtors.

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Chapter 11 Case No. 15-12596 (MG)

Jointly Administered

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SUPPLEMENTAL DECLARATION OF MICHAEL KATZENSTEIN IN SUPPORT OF DEBTORS’ MOTION FOR AN ORDER AUTHORIZING THE DEBTORS TO ADOPT AND

IMPLEMENT (I) A KEY EMPLOYEE INCENTIVE PLAN AND (II) A KEY EMPLOYEE RETENTION PROGRAM

I, Michael Katzenstein, being duly sworn, state the following under penalty of

perjury:

1. I am a Senior Managing Director at FTI Consulting, Inc. (“FTI”), a financial

advisory services firm with numerous offices throughout the country. I make this Supplemental

Declaration (the “Supplemental Declaration”) in further support of the Motion for an Order

Authorizing the Debtors to Adopt and Implement (I) a Key Employee Incentive Plan and (II) a

Key Employee Retention Plan (the “Motion”).2 Except as otherwise indicated, the facts and

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Quirky, Inc. (2873); Wink, Inc. (8826); and Undercurrent Acquisition, LLC (9692). The Debtors’ principal offices are located at 606 West 28th Street, Seventh Floor, New York, NY 10001.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

15-12596-mg Doc 114 Filed 10/22/15 Entered 10/22/15 16:03:23 Main Document Pg 1 of 19

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statements set forth in this declaration are based upon my personal knowledge, my review of

relevant documents, information provided to me or verified by the Debtors or the Debtors’ other

professional advisors and my opinion based upon my experience as a financial advisor. I am

authorized to make this declaration on behalf of FTI and, if called upon to testify, I would testify

competently to the facts set forth herein.

2. I am a Senior Managing Director in FTI’s Corporate Finance group and

am a member of the Technology, Media and Telecom (“TMT”) practice within Corporate

Finance. I also lead FTI’s Interim Management practice, with responsibility for the many

engagements that FTI undertakes at any time as part of which it provides long and short-term

interim managers for companies in distress or transition. I have served as Interim CEO, as

CRO and as Interim COO as well as a board member of many TMT companies and am

intimately familiar with technology, operations and finance issues faced by companies similar to

the Debtors. I have counseled TMT corporations and creditors and other parties of interest in

dozens of in- and out- of-court restructurings over the course of my career. As part of my

responsibilities as a leader in the TMT practice, I remain current and informed on technology

trends and directions, including those of significance to the Debtors. As a business leader, I am

also keenly aware of the import of human capital and talent management in these companies. I

have served as a Senior Managing Director at FTI since FTI’s purchase in December 2008 of

CXO LLC, the boutique TMT restructuring and turnaround management firm that I co-founded. I

served as Managing Principal of CXO from its inception in 2001 until the sale to FTI. Prior to

that, I served as a senior executive, and later as the CEO, of a telecom and media company,

and as a partner in a New York law firm.

3. FTI has a wealth of experience in providing financial advisory services in

complex restructurings and reorganizations. FTI enjoys an excellent reputation for services it

has rendered in chapter 11 cases on behalf of debtors and creditors throughout the United

States. FTI’s expertise includes focusing on liquidity and capital structure assessment, debt and


3

equity restructuring advice and identification of reorganization alternatives. FTI has significant

experience assisting distressed companies with day-to-day management and operating

activities, including development of pro forma financials and business plans, cash flow

management, and implementation of liquidity-enhancing and cost-saving strategies.

4. I hereby incorporate by reference my prior declaration in support of the

Motion.

I. The KEIP

5. Following discussion with the official committee of unsecured creditors

and in response to the objection to the Motion filed by the Office of the United States Trustee

(the “U.S. Trustee”), the Debtors agreed to revise the thresholds under which the KEIP

Participants would be entitled to payments under the KEIP and also agreed to remove the

Quirky “wind-down” component of the Quirky wind-down incentive. The terms of the amended

KEIP are set forth in the attached Exhibit A.3 A redline comparing the original KEIP to the

amended KEIP is set forth in the attached Exhibit B.

6. The KEIP Participants had previously agreed to waive their rights to

severance to which they otherwise would have been entitled (whether under an employment

contract or under the Debtors’ severance practices) in exchange for a payment under the KEIP.

The KEIP Participants have reserved all of their rights with respect to severance, payable upon

their termination, unless and until the first threshold of the Wink component of the KEIP is

achieved and paid. I understand that the Debtors will seek approval to pay severance to the

KEIP Participants in the event that an overbid is not achieved.

7. In his objection, the U.S. Trustee requested additional information

3 In response to an objection filed by the U.S. Trustee related to the Debtors’ request to file certain documents under seal, the Debtors have agreed to publicly file a redacted version of Exhibits A and C hereto. See Notice of Filing of Redacted Summaries of KEIP Terms and KERP Terms in Furtherance of (A) Motion for an Order Authorizing the Debtors to Adopt and Implement (I) a Key Employee Incentive Plan and (II) a Key Employee Retention Program and (B) Motion to Seal Certain Confidential Information Pertaining to the Same.


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concerning why Quirky executives were receiving payments based upon milestones associated

with the sale of Wink. He further requested information concerning the individual contributions

of each KEIP Participant. In response, the Debtors provide the information set forth on

Exhibit A.

8. As of the date hereof, I am advised that the Debtors have received no

bids for the Wink assets (other than the stalking horse bid). Likewise, the Debtors have

received no bids for the Quirky assets.

II. The KERP

9. In his objection, the U.S. Trustee argues, among other things, that the

Debtors failed to meet their burden to establish that the KERP Recipients are not insiders.

Although some of the KERP Participants hold titles such as “Vice President,” “Manager” or

“Director,” I am advised, and, based upon my interactions with Quirky have observed, that they

do not take part in the management of the Debtors and they hold these titles in name only. I

understand that the KERP Participants do not attend senior management meetings, do not

participate in board meetings or corporate governance or strategy, and that their authority is

limited to their immediate job responsibilities. Further, I understand that many of the KERP

Participants’ duties are limited to particular business units, which further constricts their scope of

authority. Therefore, while the titles of the KERP Participants reflect their individual roles and

functions, I do not believe that they confer insider status upon the KERP Participants.

10. Of the 41 KERP Participants, 4 4 Quirky employees and 5 Wink

employees hold titles of “Vice President” or “Director.” The number of KERP Participants with

officer-sounding titles is a result of how the Debtors historically operated. Like many peers in

the start-up technology market, the Debtors provide titles to employees for a variety of reasons,

including for recruitment reasons, providing them with greater creditability in interactions with

4 Since the filing of the Motion, one KERP Participant (in Group 4) resigned. A chart setting forth the remaining KERP Participants, including information pertaining to their job functions, is set forth on Exhibit C hereto.


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partners, in lieu of pay raises or other similar reasons. The majority of these titles have been

given to mid-level employees who do not have decision-making authority that would confer

insider status.

11. In the case of Wink KERP Participants, the titles of “Vice President” and

“Director” reflect the KERP Participants’ management of a limited technical function related to

the Wink business, such as back-end systems engineering, mobile development or customer

experience design. These participants report to Nathan Smith or Brett Worthington who have

historically reported to the Chief Executive Officer of Quirky, Inc., who in turn reports to the

Board. These KERP Participants do not have a direct line of communication to the CEO or the

Board. These participants interact with senior Wink management (Nathan Smith and/or Brett

Worthington) on the aspects of the business that are related to their particular technical function.

They are not involved in making overall management decisions, including decisions related to

product lines and service line offerings, financing or overall corporate strategy.

12. In the case of the Quirky KERP Participants, the titles of “Vice President”

and “Director” reflect the KERP Participants’ management of a limited corporate management

function, such as Human Resources, Finance or IT. However, these KERP Participants do not

participate in senior management or Board meetings. These KERP Participants report to the

Chief Executive Officer of Quirky, Inc., who in turn reports to the Board. These KERP

Participants do not have decision-making authority, do not have direct line communication with

the Board and are not directly involved in discussions regarding strategy, financing or M&A

transactions, other than in an analytical support role.

[Remainder of page intentionally left blank.]


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I declare under penalty of perjury that the foregoing is true and correct.

Dated: October 22, 2015 New York, New York

/s/ Michael Katzenstein Michael Katzenstein

Senior Managing Director FTI Consulting, Inc.


EXHIBIT A TO SUPPLEMENTAL KATZENSTEIN DECLARATION

Summary of Revised KEIP Terms KEIP Participant Proposed Payment and Terms

Quirky KEIP Employees Sale Incentive

$655,000 would be available to pay the Quirky KEIP Employees in connection with a sale of the assets related to the Wink business1 pursuant to the milestones set forth below.

would receive a total payment of $375,000 if all milestones are met, and would receive a total payment of $280,000 if all milestones are met (excluding any sharing).

Payments will be based on the following thresholds:

o 50% upon achieving a sale resulting in $15.8 million of gross proceeds.

o 62.5% upon achieving a sale resulting in $20 million of gross proceeds.

o 85% earned upon achieving a sale resulting in $35 million of gross proceeds.


o If gross sale proceeds exceed $40 million, Quirky KEIP Employees and Wink KEIP Employees will share in 2% of incremental gross proceeds (i.e., 2% sharing in any amount over and above $40 million).

Quirky Wind-Down Incentive

$270,000 would be available to pay the Quirky KEIP Employees in connection with the wind-down of Quirky pursuant to the milestones set forth below. would receive a total payment of $150,000 if all milestones are met, and

would receive a total payment of $120,000 if all milestones are met, as set forth below:

1 Excludes Quirky FF&E and machinery in NYC office, as such assets belong to Quirky and may not be included in bids from other bidders who are interested in the Wink assets.

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Performance Metric Target Threshold

Percentage of Incentive Pool

Complete sale(s) of Quirky platform, products, IP and related assets2

$2,250,000 60%

Liquidate Quirky furniture, fixtures, equipment and machinery

$750,000 22.5%

Liquidate remaining Quirky inventory / eliminate warehouse expense

$500,000 17.5%

Wink KEIP Employees Sale Incentive

$650,000 would be available to pay the Wink KEIP Employees in connection with a sale of the assets related to the Wink business3 pursuant to the milestones set forth below.

would receive a total payment of $375,000 if all milestones are met, and

would receive a total payment of $275,000 if all milestones are met.


o 50% upon achieving a sale resulting in $15.8 million of gross proceeds

o 62.5% upon achieving a sale resulting in $20 million of gross proceeds




2 Assets for which Hilco Streambank has been retained to sell with the support of the Quirky KEIP Participants

3 Excludes Quirky FF&E and machinery in NYC office.

REDACTED

REDACTED


3

KEIP Participants in Wink Sale Process

REDACTED

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4

KEIP Participants in Quirky Sale Process

REDACTED

REDACTED


EXHIBIT B TO SUPPLEMENTAL KATZENSTEIN DECLARATION

Comparison of Original KEIP to Amended KEIP


EXHIBIT 1A TO SUPPLEMENTAL KATZENSTEIN DECLARATION

Summary of Revised KEIP Terms KEIP Participant Proposed Payment and Terms

Quirky KEIP Employees Sale Incentive

$655,000 would be available to pay the Quirky KEIP Employees in connection with a sale of the assets related to the Wink business1 pursuant to the milestones set forth below.

would receive a total payment of $375,000 if all milestones are met, and would receive a total payment of $280,000 if all milestones are met (excluding any sharing).


o 50% earned upon securingachieving a stalking horse bid atsale resulting in $15.8 million of gross proceeds.

o 62.5% upon achieving a level acceptable to Comericasale resulting in $20 million of gross proceeds.




Quirky Wind-Down Incentive

$270,000 would be available to pay the Quirky KEIP Employees in connection with the wind-down of Quirky pursuant to the milestones set forth below. would receive a total payment of $150,000 if all milestones are met, and

would receive a total payment of $120,000 if all milestones are met, as set forth below:

1 Excludes Quirky FF&E and machinery in NYC office, as such assets belong to Quirky and may not be included in bids from other bidders who are interested in the Wink assets.

REDACTED

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DACTED


2

Performance Metric Target Threshold

Percentage of Incentive Pool

Complete sale(s) of Quirky platform, products, IP and related assets2

$2,250,000 5560%

Liquidate Quirky furniture, fixtures, equipment and machinery

$750,000 2022.5%

Liquidate remaining Quirky inventory / eliminate warehouse expense

$500,000 1517.5%

Wind down materially all corporate operations and costs as reasonably determined by the Debtors in consultation with the official committee of unsecured creditors

-- 5%

Wink KEIP Employees Sale Incentive

$650,000 would be available to pay the Wink KEIP Employees in connection with a sale of the assets related to the Wink business3 pursuant to the milestones set forth below.

would receive a total payment of $375,000 if all milestones are met, and

would receive a total payment of $275,000 if all milestones are met.


o 50% earned upon securingachieving a stalking horse bid atsale resulting in $15.8 million of gross proceeds

o 62.5% upon achieving a level acceptable to Comerica.sale resulting in $20 million of gross proceeds


2 Assets for which Hilco Streambank has been retained to sell with the support of the Quirky KEIP Participants

3 Excludes Quirky FF&E and machinery in NYC office.

REDACTED

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o If gross sale proceeds exceed $40 million, Wink KEIP Employees and Quirky KEIP Employees and Wink KEIP Employees will share in 52% of incremental gross proceeds (i.e., 52% sharing in any amount over and above $40 million).


EXHIBIT C TO SUPPLEMENTAL KATZENSTEIN DECLARATION

Summary of KERP Terms1

Category Name Company Title Reportsto ProposedAmount

JobResponsibilities

Group1 EmployeeA Quirky Controller EdKremer

$80,000

: reports to Chief Financial Officer. oversees two direct reports, a systems application manager (1) and a business analyst (1). The oversees day-to-day accounting operations, including the monthly close process, the preparation of financial statements, preparation and management of federal and state tax filings and supervision of the annual audit..

Group1 EmployeeB Quirky VP,Finance EdKremer

100,000

reports to Chief Financial Officer. has no direct employee supervisory responsibilities. contributes to financial planning and analysis, including the annual budgeting process, cash flow forecasting and internal management reporting. Additionally, provides analytical support to the Debtors’ management team in financing and M&A discussions..

Group1 EmployeeC Quirky

EdKremer

45,000

reports to Chief Executive Officer. oversees one direct report, a workplace coordinator. is responsible for human resources operations, including on-boarding, training and administration of payroll and benefits plans..

Group1EmployeeD Wink

Nathan

Smith

100,000

reports to VP Engineering, Wink. oversees one direct report, a machine learning & automation specialist. is responsible for day-to-day architecture and execution of data strategy at Wink, including analysis of user behavior data and development of data-driven algorithms and features for the Wink platform.

Group1 EmployeeE Wink Nathan

Smith

80,000

reports to VP Engineering, Wink. oversees two direct reports, including a software engineer (1) and a senior software engineer (1). Additionally,

leads backend engineering operations for the Wink platform, feature and infrastructure.

Group2 EmployeeF Quirky Director,IT EdKremer

30,000

reports to Chief Executive Officer. has no direct employee supervisory responsibilities. is responsible for planning, organization and execution of functions for Quirky and Wink.

Group2 EmployeeG Quirky

&

EdKremer

30,000

reports to Chief Executive Officer. has no direct employee supervisory responsibility. is responsible for day-to-day

1 Each employee in KERP Group 4 will only receive payments in the event that (a) a sale of the Wink business is not consummated, or (b) such employee does not receive an employment offer from the purchaser of the Wink business. The proposed payment to KERP Group 4 reflects what each employee in that group would receive as severance pursuant to the Debtors’ severance practices.

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operations, including supply chain and distribution network logistics for wholesale and e-commerce sales for Quirky and Wink.

Group2EmployeeH Wink

tomer BrettWorthington

40,000

reports to General Manager, Wink. oversees five direct reports, including a training & QA supervisor (1), a lead technology specialist (1), a representative (1), an agent experience lead (1) and a customer support operations manager (1).

manages a 24/7 call center, including hiring, scheduling and other administrative responsibilities. is responsible for implementing Wink customer service policies and handling processes including product technical support, website troubleshooting, refunds and return, fraud and domestic and international shipping.

Group2 EmployeeI Winkr,

NathanSmith

40,000

reports to VP Engineering, Wink. oversees four direct reports, including developers (2) and engineering product leads (2). oversees

development for the Wink platform, including leading architectural discussions, coordinating product scoping and implementation with engineering teams and serving as the technical contact for tech teams at partner companies.

Group2 EmployeeJ Wink erienceNathanSmith

40,000

reports to VP Engineering, Wink. has four direct reports, including an

product lead (1), an platform lead (1), a digital product designer (1) and an researcher (1). leads the Wink design team to develop strategy for user interface and user experience design for the Wink app.

Group2 EmployeeK Winkware Nathan

Smith

40,000

reports to VP Engineering, Wink. oversees five direct reports, including a systems engineer (1), a QA manager (1), a mechanical engineer (1) and embedded software developers (2). manages embedded software development and QA activities for Wink. Additionally, works with partners to integrate new products and technologies.

Group2 EmployeeL Wink VP,MarketingBrettWorthington

40,000

reports to General Manager, Wink. oversees one direct report, a

manager. VP is responsible for day-to-day operations for Wink..

Group3EmployeeM Wink

d, JeffreyBartenbach

20,000

: reports to the VP, Experience. has no direct supervisory responsibility. is responsible for Wink’s digital product design operations.

Group3EmployeeN Quirky

on JordanArma

20,000

reports to the Controller. has no direct supervisory responsibility. performs system integrations for Quirky and Wink.

Group3EmployeeO Quirky

l CharlieKwalwasser

20,000

reports to the General Counsel.

has no direct supervisory responsibility. evaluates and advises on legal issues related to

agreements.

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3

Group3 EmployeeP Winkper

ElizabethJohnston

20,000

reports to the Director, . has no direct supervisory responsibility. supports

development for the .

Group3EmployeeQ Wink

per

ElizabethJohnston

20,000

reports to the Director, . Developer has no direct supervisory responsibility. Developer supports


Group3 EmployeeR Wink BrettWorthington

20,000

reports to General Manager, Wink. has no direct supervisory responsibility.

is responsible for day-to-day of partner accounts, including

business planning, relationship management, product updates and other partner communications.

Group3 EmployeeS Wink JasonPowers

20,000

reports to Platform Lead, Experience. has no direct supervisory responsibility. supports Wink’s operations.

Group3 EmployeeT Wink, Elizabeth

Johnston

20,000

: reports to the Director, Mobile. Lead oversees one direct report, a mobile developer. Lead oversees day-to-day Android mobile development operations for the Wink app.

Group3 EmployeeU Wink, Elizabeth

Johnston

20,000

reports to Director, Mobile. oversees three direct reports, including mobile developers (3). is responsible for day-to-day iOS mobile development operations for the Wink app.

Group3 EmployeeV Wink QAManager KitKlein

20,000

reports to Hardware Lead. Manager oversees three direct reports, including

engineers (2) and a junior engineer (1). Manager oversees day-to-day and software testing operations.

Group3EmployeeW Wink

MatthewBornski

20,000

reports to the Director, Back-End Systems. oversees two direct reports, including a software developer (1) and a junior software (1). oversees day-to-day backend engineering operations for the Wink platform, feature and infrastructure.

Group4 EmployeeX Winkper

ElizabethJohnston

5,348

reports to the Director, . Developer has no direct supervisory responsibility. Developer supports


Group4 EmployeeY Wink

Alex

Limpaecher

5,962

: reports to

Lead. has no direct supervisory responsibility. supports day-to-day architecture and execution of data strategy at Wink, including analysis of user behavior data and development of data-driven algorithms and features for the Wink platform.

Group4 EmployeeZ Wink KitKlein

4,327

reports to Hardware Lead. has no direct supervisory responsibility. supports backend

operations for the Wink platform, feature and infrastructure.

Group4EmployeeAA Wink er

BrettWorthington

3,268r reports to the

Director of People & Culture, Wink.

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4

has no direct supervisory responsibility. is responsible for

administrative tasks and maintaining services.

Group4EmployeeBB Wink

r

SylvainLemiere

6,923

reports to the Software Engineer. has no direct supervisory responsibility. supports backend engineering operations for the Wink platform, feature and infrastructure.

Group4EmployeeCC Wink

al KitKlein

5,192

reports to Hardware Lead. has no direct supervisory responsibility. supports backend engineering operations for the Wink platform, feature and infrastructure.

Group4EmployeeDD Wink

ent BrettWorthington

18,846

reports to General Manager, Wink. has no direct supervisory responsibility. is responsible for building and opportunities, including developing, forecasting and closing new business, maintaining relationships with key strategic accounts and onboarding new retail or channel partners.

Group4EmployeeEE Wink

ChristopherMeisner

5,769

reports to Product Lead, Experience. has no direct supervisory responsibility. r supports Wink’s sign operations.

Group4EmployeeFF Wink

per

ElizabethJohnston

5,385

reports to the Director, Mobile. has no direct supervisory responsibility. contributes to development for the .

Group4EmployeeGG Wink

ceJeffreyBartenbach

8,654

reports to Director, . oversees one direct report, a digital product designer. is responsible for Wink’s digital platform design operations.

Group4EmployeeHH Wink

KitKlein

4,904

reports to the Hardware lead. has no direct supervisory responsibility. supports software development operations.

Group4 EmployeeII Wink

KitKlein

3,462

reports to the Hardware lead. has no direct supervisory responsibility. supports software development operations.

Group4 EmployeeJJ Wink BrettWorthington

7,212

reports to General Manager, Wink. oversees two direct reports, a logistics manager (1) and a business operations analyst (1).

serves as a project manager to the integration process for new and existing partners.

Group4EmployeeKK Wink

per

ElizabethJohnston

7,788

reports to the Director, . has no direct supervisory responsibility. contributes to development for the .

Group4EmployeeLL Wink QAEngineer KitKlein

2,692

reports to the Manager. has no direct supervisory responsibility. supports

and software testing operations.

Group4EmployeeMM Wink QAEngineer KitKlein 3,750

reports to the Manager. has no direct supervisory

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responsibility. supports and software testing operations.

Group4EmployeeNN Wink

re

SylvainLemiere

5,481

reports to the Engineer. has no direct

supervisory responsibility. supports backend engineering operations for the Wink platform, feature and infrastructure.

Group4EmployeeOO Wink

KitKlein

4,038

reports to the Manager. Engineer has no direct supervisory responsibility. Engineer supports

and software testing operations.

TOTAL $994,001

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