bark-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39691

BARK, INC.

(Exact name of registrant as specified in its charter)


Delaware		85-1872418
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

	120 Broadway, Floor 12
	New York, NY 10271

(Address of Principal Executive Offices)(Zip Code)

(855) 501-2275

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

BARK

New York Stock Exchange

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BARK WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Small reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 6, 2023, there were 179,280,860 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.

TABLE OF CONTENTS


			Page
PART I. Financial Information			1
ITEM 1. Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Loss			2
Condensed Consolidated Statements of Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			36
ITEM 4. Controls and Procedures			36
PART II. Other Information			37
ITEM 1. Legal Proceedings			37
ITEM 1A. Risk Factors			37
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			51
ITEM 3. Defaults Upon Senior Securities			52
ITEM 4. Mine Safety Disclosures			52
ITEM 5. Other Information			52
ITEM 6. Exhibits			52
Signatures			54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, including, without limitation, statements under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, the sufficiency of our cash and cash equivalents for our continued operations, market acceptance and the anticipated success of our business model, and our ability to expand the scope of our offerings. These statements are based on management's current expectations, but actual results may differ materially due to various factors.

The forward-looking statements contained in this quarterly report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part II, Item 1A: “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this quarterly report on Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this quarterly report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	September 30,		March 31,
	2023		2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	160,541	$	177,911
Accounts receivable—net	12,390		6,554
Prepaid expenses and other current assets	4,296		3,552
Inventory	109,391		124,336
Total current assets	286,618		312,353
PROPERTY AND EQUIPMENT—NET	28,719		39,851
INTANGIBLE ASSETS—NET	11,606		4,090
OPERATING LEASE RIGHT-OF-USE ASSETS	34,772		36,892
OTHER NONCURRENT ASSETS	7,271		7,234
TOTAL ASSETS	$	368,986	$	400,420
LIABILITIES, AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	26,089	$	34,370
Operating lease liabilities, current	4,831		5,484
Accrued and other current liabilities	30,702		31,975
Deferred revenue	24,340		27,772
Total current liabilities	85,962		99,601
LONG-TERM DEBT	81,594		81,221
OPERATING LEASE LIABILITIES	46,094		47,240
OTHER LONG-TERM LIABILITIES	4,389		1,821
Total liabilities	218,039		229,883
COMMITMENTS AND CONTINGENCIES (Note 8)



STOCKHOLDERS’ EQUITY:
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 179,190,106 and 177,647,754 shares issued	1		1
Treasury stock, at cost, 2,767,684 and 0 shares, respectively	(4,120)		—
Additional paid-in capital	486,845		480,370
Accumulated deficit	(331,779)		(309,834)
Total stockholders’ equity	150,947		170,537
TOTAL LIABILITIES, AND STOCKHOLDERS’ EQUITY	$	368,986	$	400,420

See notes to condensed consolidated financial statements

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
REVENUE	$	123,036	$	143,814	$	243,626	$	274,964
COST OF REVENUE	47,394		63,473		94,948		118,809
Gross profit	75,642		80,341		148,678		156,155
OPERATING EXPENSES:
General and administrative	68,931		74,156		138,352		153,745
Advertising and marketing	17,810		15,331		35,429		31,694
Total operating expenses	86,741		89,487		173,781		185,439
LOSS FROM OPERATIONS	(11,099)		(9,146)		(25,103)		(29,284)
INTEREST INCOME	1,996		—		4,133		—
INTEREST EXPENSE	(1,366)		(1,340)		(2,745)		(2,728)
OTHER INCOME (EXPENSE)—NET	132		(153)		1,715		5,965
NET LOSS BEFORE INCOME TAXES	(10,337)		(10,639)		(22,000)		(26,047)
PROVISION FOR INCOME TAXES	—		—		—		—
NET LOSS AND COMPREHENSIVE LOSS	$	(10,337)	$	(10,639)	$	(22,000)	$	(26,047)

Net loss per common share attributable to common stockholders—basic and diluted	$	(0.06)	$	(

SEC Form 10-Q filed by BARK Inc.