What led to Quirky going bankrupt (announced 9-22-15)?

Answer by Randall Reese:

The company's own answers to your questions can be found in a declaration filed by the company's General Counsel, Chief Administrative Officer and Secretary with the bankruptcy court, a copy of which can be found here: Page on omnimgt.com

In relevant part, it states (on pages 7-11):

Several factors have severely impacted the profitability of the Debtors’ product manufacturing and distribution business, ultimately prompting the current liquidity pressures that precipitated the Debtors’ decision to commence these chapter 11 cases and dispose of their assets pursuant to a Court-approved sale process.

Over the past six years, Quirky shepherded hundreds of new products to the marketplace. While the Company’s early efforts focused on manufacturing relatively simple items, Quirky quickly shifted focus towards a greater number of more complex offerings in both hardware and software. By 2014, the number of products in manufactured and sold by Quirky had increased from 34 to over 150. The Company faced a number of operational challenges as the volume of more complicated products that Quirky brought to market increased and the product categories in which Quirky was involved became more diverse. The Company expanded to accommodate the development of these new products by opening offices in San Francisco, CA and Schenectady, NY, increasing the overhead expenses and working capital needs of the enterprise. At the same time, the Quirky platform generated a large number of products with an enthusiastic base of support from within the Quirky community. In short, Quirky was unable to attain manufacturing and distribution scale, and sustained significant losses on many of these products.

Over time, Quirky’s struggle to effectively manage and scale the costs associated with its rapidly growing research and development, manufacturing and distribution functions manifested itself in increasing year-over-year operating losses and the incurrence of the secured and unsecured debt summarized above. Quirky’s difficulties coincided with considerable growth and development of the Wink business, which after initially serving as the app for connected products from the Quirky+GE partnership, quickly became a leader in the connected home products marketplace, expanding to partner with 15 leading brands and to support over 60 products. Accordingly, beginning in late 2014, the Company commenced efforts to reduce costs by transitioning Quirky’s business model from the manufacture of new products towards a model more focused on corporate partnerships and business-to-business consulting. In order to bolster the Powered by Quirky capabilities, on or about March 25, 2015 the Company acquired the assets of Undercurrent LLC, a boutique management consulting services provider, in exchange for a cash payment of $1.5 million at closing, the issuance of $5.3 million of convertible unsecured notes, the issuance of warrants, the collection and delivery by Quirky of certain accounts receivable, and $8 million in aggregate deferred payments due in December 2015 and March 2016.

In 2015, the Company sought to obtain additional debt or equity capital to bridge the Company’s operations through this transitional phase in connection with an out-of-court restructuring. The efforts to raise capital for Quirky were spearheaded by Ben Kaufman, Quirky’s founder and Chief Executive Officer. The Debtors viewed the Wink business as an attractive target for a stand-alone investment or acquisition. Accordingly, on or about February 13, 2015, the Debtors retained Code Advisors LLC (“Code”) to serve as Wink’s investment banker. The Company supplemented these restructuring efforts in May 2015 by retaining FTI Consulting, Inc. and Cooley LLP to advise the Debtors regarding strategic alternatives.

As Mr. Kaufman sought new capital for Quirky and Code (with assistance from Mr. Kaufman and the Company’s senior management) aggressively marketed the Wink business to prospective purchasers and investors, the Debtors continued to preserve liquidity and transition away from the manufacturing and design functions that had spurred Quirky’s significant operating losses. As part of that process, on June 2, 2015, Quirky effectuated a reduction in force of approximately 77 employees.

Meanwhile, both Mr. Kaufman and Code expended significant effort trying to identify a financial partner to provide an equity infusion, debt investment or otherwise stabilize the financial situation of the Debtors. Mr. Kaufman and Code contacted numerous parties, many of whom conducted due diligence on potential transactions. Although several entities submitted non-binding expressions of interest, ultimately, no acceptable transaction for either Wink or Quirky materialized and the Debtors found themselves in a precarious financial condition that could no longer sustain operations in the ordinary course of business. Unfortunately, a transaction in the best interest of the Debtors, their creditors and shareholders was not available outside of chapter 11.

Because of this reality, the Debtors implemented several initiatives. First, on July 2, 2015, Quirky retained Centerview Partners LLC (“Centerview”) to, in continuance of the efforts initially undertaken by Code and in consultation with Comerica, market Wink’s assets for sale through a chapter 11 proceeding pursuant to section 363 of the Bankruptcy Code. To support that process, Quirky established a special committee of its board of directors to direct Centerview and manage the marketing effort. Second, in order to stem the operating losses associated with the Quirky business and more efficiently allocate the Debtors’ remaining cash toward the Wink business and the marketing of Wink’s assets, the Debtors elected to temporarily discontinue Quirky’s operations. As a result, in late July and early August the Debtors conducted a second significant reduction in force, through which an additional 82 employees, including the vast majority of Quirky’s remaining employees, were terminated. Ed Kremer, the Debtors’ Chief Financial Officer, replaced Ben Kaufman as Chief Executive Officer and I was simultaneously elevated to Chief Administrative Officer.

Third, the Debtors’ management worked to ensure the uninterrupted flow of inventory needed to preserve the value of the Wink business. Toward that end, the Debtors engaged with Flex, the primary provider of critical hardware for the Wink business, to support Wink’s operations as the Debtors marketed their assets and explored strategic alternatives through the extension of unsecured credit. The Debtors also consulted with Flex throughout their prepetition marketing process when a party that expressed serious interest in acquiring the Wink business identified the continuance of Wink’s business relationship with Flex as a critical element of a potential transaction. Flex agreed to support Wink’s sale process and to work in good faith to timely enter into a new commercial arrangement with parties that express interest in acquiring Wink’s assets, subject to Flex's reasonable business considerations.

On July 22, 2015, Centerview began its outreach to potential bidders, and contacted 35 potential purchasers in total. Of these parties, 13 executed non-disclosure agreements and conducted due diligence on a potential Contemporaneously with these discussions, Quirky and Flex consummated a transaction pursuant to which (i) Quirky’s leases for its New York City and San Francisco headquarters were terminated, (ii) Flex entered agreements to lease the New York City and San Francisco offices from the respective landlords at those locations; and (iii) Flex agreed to provide the Debtors with a rent-free short term sublease for the New York City headquarters. Centerview’s marketing process yielded the submission of three (3) non-binding expressions of interest. The Company, through Centerview and its other advisors, worked with each of these parties to refine and enhance their acquisition proposal. Ultimately, none of these expressions of interest resulted in the submission of a proposal that was acceptable to the Company.

In the aftermath of this process, the Company approached Flex regarding their interest in submitting a proposal to serve as the stalking horse bidder for the assets of the Wink business. The parties then engaged in substantive negotiations that culminated in the execution of a stalking horse asset purchase agreement for the sale of the assets associated with the Wink business and other assets to Flex, subject to higher and better offers, pursuant to a Court-approved process pursuant to section 363 of the Bankruptcy Code.

As of the date hereof, the Debtors possess three categories of assets (i) assets associated with the continuation of the Wink business as a going concern (which are proposed to be acquired by Flex); (ii) the Quirky online community and the agreements between Quirky and third parties that constitute the Powered By Quirky Initiative; and (iii) miscellaneous inventory, machinery, furniture, fixtures, equipment, and intellectual property associated with Quirky’s design and manufacturing business model. The Debtors have commenced these cases to sell the Wink business as a going concern and to maximize the value of Quirky’s assets through a sale process led by Hilco IP Services, LLC d/b/a Hilco Streambank, an expert in managing the sale of intellectual property assets. It is expected that other, non-intellectual property assets of Quirky will be sold in sales arranged or managed by Ed Kremer, Quirky’s Chief Executive Officer.

What led to Quirky going bankrupt (announced 9-22-15)?

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