IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : In re: : Chapter 11 : TSIC, Inc. f/k/a SHARPER IMAGE CORPORATION, 1 : Case No (KG) : Debtor. : Hearing Date: July 14, 2011 at 1:30 p.m. : Objection Deadline: July 6, 2011 at 4:00 p.m x NOTICE OF EIGHTH INTERIM STAFFING AND COMPENSATION REPORT OF CONWAY, DEL GENIO, GRIES & CO., LLC FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM DECEMBER 1, 2010 THROUGH MAY 31, 2011 PLEASE TAKE NOTICE that 1. On June 16, 2011, TSIC, Inc. f/k/a Sharper Image Corporation, the abovecaptioned debtor and debtor in possession ( TSIC or the Debtor ), filed the attached Eighth Interim Staffing and Compensation Report of Conway, Del Genio, Gries & Co., For The Period December 1, 2010 Through May 31, 2011 (the Report ) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware (the Court ); 2. Pursuant to CDG s Third Interim Compensation Report (Docket No. 1765), CDG agreed, for the months of June 2009 through the later of (i) December 31, 2009 and (ii) closing of the chapter 11 case, to reduce its fees to $20,000 per month and has further agreed to be subject to the same holdback provisions as other professionals in the case. Therefore, CDG requests that the Court direct the payment on the basis of 100% of the allowed compensation granted pursuant to this report and 100% of the expenses requested. 1 The address of the Debtor s principal executive offices is 1255 Treat Blvd, Suite 300, Walnut Creek, California The Debtor s EIN is

2 3. Pursuant to the Order Authorizing the Continued Engagement of Conway, Del Genio, Gries & Co., LLC ( CDG ) dated April 23, 2008 (the Retention Order ), the Interim Staffing and Compensation Report reflects fees in the amount of $120,000 for the period of December 1, 2010 through May 31, 2011 (the Interim Period ). No expenses were incurred during the Interim Period; 4. In accordance with the Retention Order and CDG s Retention Agreement with the Debtor, CDG has received $2,070,000 in fees and expense reimbursement of $217, from February 19, 2008 through November 30, 2010; and 5. Upon conclusion of CDG s services, CDG shall file a final fee application with the Court seeking approval of all fees and expenses paid to date. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2

3 Dated: New York, New York June 16, 2011 /s/ Robert Conway Robert Conway CONWAY, DEL GENIO, GRIES & CO., LLC 645 Fifth Avenue New York, New York Tel: (212) Fax: (212)

4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : In re: : Chapter 11 : TSIC, Inc. f/k/a SHARPER IMAGE CORPORATION, 1 : Case No (KG) : Debtor. : Hearing Date: July 14, 2011 at 1:30p.m. : Objection Deadline: July 6, 2011 at 4:00 p.m x EIGHTH INTERIM STAFFING AND COMPENSATION REPORT OF CONWAY, DEL GENIO, GRIES & CO., LLC FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS RESTRUCTURING MANAGEMENT PERSONNEL FOR TSIC, INC. FOR THE PERIOD DECEMBER 1, 2010 THROUGH MAY 31, 2011 Name of Applicant: Authorized to Provide Professional Services to: Conway, Del Genio, Gries & Co., LLC ( CDG ) TSIC, Inc. f/k/a Sharper Image Corporation ( TSIC or the Debtor ) Date of Retention: Nunc Pro Tunc to February 19, 2008 Period for Which Compensation and Reimbursement is Sought: December 1, 2010 through May 31, 2011 (the Interim Period ) Amount of Compensation Sought as Actual, Reasonable, and Necessary: $120,000 Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $0 1 The address of the Debtor s principal executive offices is 1255 Treat Blvd, Suite 300, Walnut Creek, California The Debtor s EIN is

5 Preliminary Statement 1. Pursuant to the Order Authorizing the Continued Engagement of Conway, Del Genio, Gries & Co., LLC to Provide Restructuring Management Personnel (the Retention Order ), CDG hereby submits this Monthly Staffing and Compensation Report (the Report ) for the period commencing December 1, 2010 through May 31, In support of this Report, CDG respectfully represents as follows: I. Jurisdiction 2. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157(b)(2). Venue in this district is proper pursuant to 28 U.S.C and II. Background 3. On February 19, 2008 (the Commencement Date ), the Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtor is authorized to continue to operate its business and manage its properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On April 23, 2008, the Court granted the Debtors Motion for Order Authorizing the Continued Engagement of Conway, Del Genio, Gries & Co., LLC to Provide Restructuring Management Personnel including providing Chief Executive Officer for the Debtor (Doc. No. 93). 5. Pursuant to CDG s Third Interim Compensation Report (Docket No. 1765), CDG agreed, for the months of June 2009 through the later of (i) December 31, 2009 and (ii) closing of the chapter 11 case, to reduce its fees to $20,000 per month and has further agreed to be subject to the same holdback provisions as other professionals in the case. 5

6 Therefore, CDG requests that the Court direct the payment on the basis of 100% of the allowed compensation granted pursuant to this report and 100% of the expenses requested. III. Staffing Summary 6. The following chart summarizes the CDG personnel providing restructuring management services during the Interim Period. Name CDG Title TSIC, Inc. Position Robert P. Conway Member Chief Executive Officer Christine Kim Managing Director Restructuring Personnel IV. Compensation Summary 7. The following chart summarizes the fees and expenses incurred by CDG for the Interim Period. Period Covered Fees Expenses Total Fees and Expenses 12/1/10 12/31/10 $20,000 $0 $20,000 1/1/11 1/31/11 $20,000 $0 $20,000 2/1/11 2/28/11 $20,000 $0 $20,000 3/1/11 3/31/11 $20,000 $0 $20,000 4/1/11 4/30/11 $20,000 $0 $20,000 5/1/11 5/31/11 $20,000 $0 $20,000 Total: $120,000 $0 $120, CDG does not bill its services on an hourly basis. In addition, CDG bills in arrears for actual out-of-pocket expenses incurred. 6

7 V. Summary of Activities by Category 9. The following is a summary of the significant professional services rendered by CDG during the Interim Period. This summary shows the hours worked by CDG professionals by task category for the Interim Period. Detailed time records by task category as required by the Retention Order are appended hereto as Exhibit A. Task Code Category Description Hours 001 DIP-Related Assessment of DIP facility, preparation and analysis of DIP Cash Flow Forecast and all other activities related to DIP financing including calls/ meetings/correspondences with Wells Fargo and other constituents Comparison of budget to actual and variance analysis for DIP compliance reporting and related calls/ correspondences/meetings 002 Liquidity Assistance in managing liquidity and all supporting activities Management 003 Creditors Committee- Related Preparation of information and analyses for Creditors Committee and related meetings/calls/correspondences 004 Going-Out-of- Business ( GOB ) Sale- Related Review and analysis of store closings, review and assessment of liquidators and negotiation of agency agreement and all other activities related to the going-out-of-business sale Hilco/Gordon Brothers JV inventory review and reconciliations, monitoring of GOB activities including reimbursement of store collections and expenses 005 Board Calls / Preparation for and participation in Board calls and correspondences Meetings 006 Sale Process Preparation and analyses, facilitation of sales due diligence, assessment of bids and other bidding-related activities and related calls/correspondences/meetings Facilitation of sales auction hearings and preparation thereof 007 Alternative Financing 008 Liquidation / Wind Down- Related Business Plan 010 Employee- Related Preparation and facilitation of alternative financing opportunities and related meetings/calls/correspondences Development and analysis and update of Chapter 11 liquidating plan including claims and potential recoveries and all related activities Development and analysis of wind down budget and weekly updates including budget to actual comparisons Execution and monitoring of asset recovery opportunities and expenditures and related calls/meetings/correspondences Status update and monitoring of operational wind down including human resource-related terminations, insurance, information systems, and finance/accounting Development and analysis of 2008 business plan and all related meetings/calls/correspondences Review and analysis of reduction-in-force and related impact on cost, WARN and severance and all related activities Development and analysis of GOB and Wind Down Team incentive

8 011 General Operations 012 Financial Performance 013 Real Estate- Related 014 Chapter 11 Case Administration plans and all related activities Review of employee and settlement agreements and calls/correspondences Review and assessment of strategies and operations including merchandising, advertising, catalog/e-commerce, retail, licensing operations, various contractual and corporate matters, and meetings /calls /correspondences Assessment of corporate insurance, D&O policies and impact on cost and assessment of renewal options Facilitation of intellectual property valuation and related calls/correspondences/meetings Review and analysis of financial performance and status and related activities Review and analysis of real estate leases and potential valuations and all other activities related to leases Evaluation of real estate bids and participation in auction hearings All activities related to the assessment and sale of Little Rock, Arkansas distribution center facility Chapter 11 case administration (time spent on calls/meetings/work 27.0 around the case itself, calls with Weil regarding filing motions, court-related items) Development and discussions on strategies and tasks related to the administration of the case Preparation and review of fee statement and related correspondences and discussions Executive/organizational/town hall meetings and preparation thereof 015 Executive Meetings 016 Claims-Related Review and reconciliation of claims and related activities 017 Travel Time spent traveling to and from TSIC headquarters in San Francisco; time spent traveling to and from airports Time spent traveling to Delaware for hearings Total Hours 43.0 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8

9 VI. Summary of Hours by Professional 10. The following chart summarizes the hours worked by CDG professionals for the Interim Period. Name CDG Title Hours Robert P. Conway Member 1 Christine Kim Managing Director 33.0 Total 43.0 VII. Summary of Expenses 11. No expenses were incurred during the Interim Period. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9

10 Dated: New York, New York June 16, 2011 /s/ Robert Conway Robert Conway CONWAY, DEL GENIO, GRIES & CO., LLC 645 Fifth Avenue New York, New York Tel: (212) Fax: (212)

11 EXHIBIT A Detailed Time Records by Task Category WCSR v1

12 Date Professional Description Time Code 12/15/2010 C. Kim Review and analysis of latest wind down budget /21/2010 C. Kim Review of monthly operating report /21/2010 C. Kim Meeting with R. Conway regarding latest wind down budget and operating report /21/2010 R. Conway Meeting with C. Kim regarding latest wind down budget and operating report /11/2011 C. Kim Review and analysis of latest wind down budget /20/2011 C. Kim Review of monthly operating report /27/2011 C. Kim Meeting with R. Conway on the case status and wind down budget /27/2011 R. Conway Meeting with C. Kim on the case status and wind down budget /25/2011 C. Kim Review of monthly operating report /21/2011 C. Kim Review of monthly operating report /14/2011 C. Kim Review of monthly operating report /19/2011 C. Kim Review and analysis of latest wind down budget and correspondences thereof /20/2011 C. Kim Meeting with R. Conway regarding the latest wind down budget and potential recovery analysis /20/2011 R. Conway Meeting with C. Kim regarding the latest wind down budget and potential recovery analysis /13/2011 C. Kim Review of monthly operating report /25/2011 C. Kim Review of latest winddown budget /2/2010 C. Kim Preparation of fee application and correspondences thereof /6/2010 C. Kim Preparation of fee application and correspondences thereof /6/2010 C. Kim Review of settlement between TSIC and United States regarding civil penalty claims /6/2010 R. Conway Review and approval of fee application /14/2010 C. Kim Correspondences with Weil regarding signature authority on Sharper Image Acquisitions, LLC /15/2010 C. Kim Correspondences with R. Conway regarding signature authority for Blue Star Alliance /15/2010 R. Conway Correspondences with C. Kim regarding signature authority for Blue Star Alliance Correspondences with Weil regarding signature authority on Sharper Image Acquisitions, 12/16/2010 C. Kim LLC /22/2010 C. Kim Correspondences regarding signature authority on Sharper Image Acquisitions, LLC /22/2010 C. Kim Review of orders expunging various claims /23/2011 C. Kim Review of claim filed by Hong Kong Credit Insurance Corp /2/2011 C. Kim Call with R. Conway regarding case status including gift card claimants and impact on recovery /2/2011 R. Conway Call with C. Kim regarding case status including gift card claimants and impact on recovery /14/2011 C. Kim Review of claim withdrawn by Sorenson Research Development /22/2011 C. Kim Review of motion regarding gift card settlement procedures /13/2011 C. Kim Call with R. Conway regarding gift card settlement status /13/2011 R. Conway Call with C. Kim regarding gift card settlement status /21/2011 C. Kim Review of insurance policies and expiration and related correspondences /4/2011 C. Kim Review of trademark assignment documents and related correspondences /5/2011 R. Conway Review and approval of trademark assignment documents /6/2011 C. Kim Review of motion filed by Gift Card Class regarding objection to proposed procedures /10/2011 C. Kim Review of registrations and power of attorney documents for payroll tax accounts for various states /12/2011 R. Conway Review and approval of registrations and power of attorney documents for payroll tax accounts /17/2011 C. Kim Review of TSIC response to objection by the Gift Card Class holders /18/2011 C. Kim Meeting with R. Conway on the case status including the status of the gift card claims /18/2011 C. Kim Review of blackline order procedures for the settlement of gift card claims /18/2011 R. Conway Meeting with C. Kim on the case status including the status of the gift card claims