bark-20210630

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 June 30, 2021

☐ 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

THE ORIGINAL BARK COMPANY

(Exact name of registrant as specified in its charter)


Delaware			83-4109918
(State or Other Jurisdiction of Incorporation)			(IRS Employer Identification No.)

212 Canal Street

New York, NY, 10013

(855) 501-2275

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Manish Joneja

Chief Executive Officer

221 Canal Street

New York, NY 10013

855-501-2275

(Former Name or Former Address, if Changed Since Last Report)

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 August 6, 2021, there were 168,315,015 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 Redeemable Convertible Preferred Stock and Stockholders’ Deficit			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Condensed Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			33
ITEM 4. Controls and Procedures			34
PART II. Other Information			35
ITEM 1. Legal Proceedings			35
ITEM 1A. Risk Factors			35
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			68
ITEM 3. Defaults Upon Senior Securities			69
ITEM 4. Mine Safety Disclosures			69
ITEM 5. Other Information			69
ITEM 6. Exhibits			69
Signatures			71

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, implementation, market acceptance and success of our business model, our ability to expand the scope of our offerings, and our ability to comply with the extensive, complex and evolving regulatory requirements applicable to the healthcare industry. 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

THE ORIGINAL BARK COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	June 30,		March 31,
	2021		2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	321,000	$	38,278
Accounts receivable—net	8,127		8,927
Prepaid expenses and other current assets	5,359		7,409
Inventory	102,305		77,454
Total current assets	436,791		132,068
PROPERTY AND EQUIPMENT—NET	18,999		13,465
INTANGIBLE ASSETS—NET	2,445		2,070
OTHER NONCURRENT ASSETS	4,421		3,260
TOTAL ASSETS	$	462,656	$	150,863
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	33,194		50,501
Accrued and other current liabilities	77,560		44,605
Deferred revenue	30,654		27,177
Total current liabilities	141,408		122,283
LONG-TERM DEBT	71,583		115,729
OTHER LONG-TERM LIABILITIES	7,818		11,834
Total liabilities	220,809		249,846
COMMITMENTS AND CONTINGENCIES (Note 8)
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Convertible preferred stock (Series Seed, A, B, C, and C-1) $0.0001 par value with aggregate liquidation preference of $0 and $62,800 at June 30, 2021 and March 31, 2021 respectively; 0 and 8,010,560 shares authorized; 0 and 7,752,515 shares issued and outstanding at June 30, 2021 and March 31, 2021 respectively.	—		59,987
Total redeemable convertible preferred stock	—		59,987
STOCKHOLDERS’ DEFICIT:
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 166,704,484 shares issued and outstanding as of June 30, 2021 and 17,000,000 shares authorized; 5,498,588 shares issued and outstanding as of March 31, 2021.	1		—
Treasury stock, at cost	—		(4,764)
Additional paid-in capital	446,602		25,748
Accumulated deficit	(204,756)		(179,954)
Total stockholders’ equity (deficit)	241,847		(158,970)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	462,656	150,863

See notes to condensed consolidated financial statements

THE ORIGINAL BARK COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended
	June 30,		June 30,
	2021		2020
REVENUE	$	117,606	$	74,808
COST OF REVENUE	47,815		27,888
Gross profit	69,791		46,920
OPERATING EXPENSES:
General and administrative	69,471		32,036
Advertising and marketing	17,178		11,575
Total operating expenses	86,649		43,611
LOSS FROM OPERATIONS	(16,858)		3,309
INTEREST EXPENSE	(1,561)		(1,514)
OTHER INCOME—NET	(6,385)		221
NET INCOME (LOSS) BEFORE INCOME TAXES	(24,804)		2,016
PROVISION FOR INCOME TAXES	—		—
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)	$	(24,804)	$	2,016

Net income (loss) per common share attributable to common stockholders—basic	$	(

SEC Form 10-Q filed by The Original BARK Company