Bark, Inc. (BARK)
SIC breadcrumb: Retail Trade > Miscellaneous Retail > SIC 5990 Retail-Retail Stores, NEC
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1819574. Latest filing source: 0001628280-26-042242.
Informational only - descriptive public-record data, not investment advice.
Business
Read BARK's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read BARK's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 394,843,000 | USD | 2026 | 2026-06-10 |
| Net income | -39,008,000 | USD | 2026 | 2026-06-10 |
| Assets | 169,990,000 | USD | 2026 | 2026-06-10 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819574.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 224,335,000 | 378,604,000 | 507,406,000 | 535,315,000 | 490,184,000 | 484,182,000 | 394,843,000 | |
| Net income | -31,368,000 | -31,391,000 | -68,299,000 | -61,519,000 | -37,010,000 | -32,878,000 | -39,008,000 | |
| Operating income | -26,626,000 | -20,599,000 | -94,181,000 | -63,831,000 | -45,520,000 | -35,148,000 | -40,178,000 | |
| Gross profit | 135,414,000 | 225,940,000 | 282,106,000 | 308,115,000 | 302,152,000 | 301,988,000 | 241,885,000 | |
| Diluted EPS | -0.70 | -0.68 | -0.44 | -0.35 | -4.18 | -3.77 | -4.57 | |
| Operating cash flow | -19,666,000 | -19,618,000 | -172,338,000 | 4,694,000 | 6,060,000 | -7,079,000 | -23,158,000 | |
| Capital expenditures | 4,825,000 | 21,172,000 | 21,320,000 | 8,831,000 | 6,157,000 | 3,416,000 | ||
| Share buybacks | 0.00 | 9,000 | 0.00 | 0.00 | 6,225,000 | 18,505,000 | 1,770,000 | |
| Assets | 150,863,000 | 434,061,000 | 400,420,000 | 298,588,000 | 260,635,000 | 169,990,000 | ||
| Liabilities | 249,846,000 | 217,000,000 | 229,883,000 | 159,205,000 | 161,109,000 | 97,972,000 | ||
| Stockholders' equity | -105,992,000 | -135,387,000 | -158,970,000 | 217,061,000 | 170,537,000 | 139,383,000 | 99,526,000 | 72,018,000 |
| Cash and cash equivalents | 9,676,000 | 38,278,000 | 199,397,000 | 177,911,000 | 125,495,000 | 94,022,000 | 19,282,000 | |
| Free cash flow | -24,443,000 | -193,510,000 | -16,626,000 | -2,771,000 | -13,236,000 | -26,574,000 |
Ratios
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|
| Net margin | -13.98% | -8.29% | -13.46% | -11.49% | -7.55% | -6.79% | -9.88% | |
| Operating margin | -11.87% | -5.44% | -18.56% | -11.92% | -9.29% | -7.26% | -10.18% | |
| Return on equity | -31.47% | -36.07% | -26.55% | -33.03% | -54.16% | |||
| Return on assets | -20.81% | -15.73% | -15.36% | -12.40% | -12.61% | -22.95% | ||
| Liabilities / equity | 1.00 | 1.35 | 1.14 | 1.62 | 1.36 | |||
| Current ratio | 1.08 | 3.39 | 3.14 | 2.94 | 1.63 | 1.86 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2026. Revenue: accession 0001628280-26-042242; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0001628280-26-042242; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001628280-26-042242; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001628280-26-042242; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2026. Operating cash flow: accession 0001628280-26-042242; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-042242; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001628280-26-042242; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819574.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q3 | 2021-12-31 | -0.08 | reported discrete quarter | ||
| 2023-Q2 | 2022-09-30 | -0.06 | reported discrete quarter | ||
| 2023-Q3 | 2022-12-31 | -0.12 | reported discrete quarter | ||
| 2024-Q1 | 2023-06-30 | 120,591,000 | -11,663,000 | -0.07 | reported discrete quarter |
| 2024-Q2 | 2023-09-30 | 123,036,000 | -10,337,000 | -0.06 | reported discrete quarter |
| 2024-Q3 | 2023-12-31 | 125,075,000 | -10,108,000 | -0.06 | reported discrete quarter |
| 2024-Q4 | 2024-03-31 | 121,484,000 | -4,902,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-06-30 | 116,212,000 | -10,039,000 | -0.06 | reported discrete quarter |
| 2025-Q2 | 2024-09-30 | 126,111,000 | -5,263,000 | -0.03 | reported discrete quarter |
| 2025-Q3 | 2024-12-31 | 126,449,000 | -11,509,000 | -0.07 | reported discrete quarter |
| 2025-Q4 | 2025-03-31 | 115,410,000 | -6,067,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-06-30 | 102,861,000 | -7,030,000 | -0.04 | reported discrete quarter |
| 2026-Q2 | 2025-09-30 | 106,970,000 | -10,672,000 | -0.06 | reported discrete quarter |
| 2026-Q3 | 2025-12-31 | 98,447,000 | -8,646,000 | -0.05 | reported discrete quarter |
| 2026-Q4 | 2026-03-31 | 86,566,000 | -12,661,000 | derived Q4 = FY annual - nine-month YTD |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-042242; filed 2026-06-10. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-31; accession 0001628280-26-005799; filed 2026-02-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-005799.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto for the year ended March 31, 2025 contained in the Annual Report on Form 10-K filed with the SEC on June 4, 2025. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its subsidiaries. The unaudited condensed consolidated financial statements for the three and nine months ended December 31, 2025 and 2024, respectively, present the financial position and results of operations of BARK, Inc. and its wholly-owned subsidiaries.
Overview
We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.
We are an omnichannel brand serving dogs across two key categories: toys & accessories and consumables. All of our products are designed, developed, and branded by BARK. We leverage an ever-growing collection of first-party data, customer insights, and machine learning to deliver personalized products and experiences tailored to the needs of each and every dog we serve. Our products are sold Direct-to-Consumer and through our network of retail partners, which currently spans over 50,000 doors nationwide and online marketplaces including Amazon and Chewy.
We began our journey with BarkBox – a monthly-themed subscription of toys and treats, tailored to the needs of each customer based on their dog’s size, play style, allergies, and more. By viewing each dog as an individual, and by creating magical experiences for our customers, we have been able to build lasting relationships with millions of dogs and their parents. Our customer service (“Happy Team”) proactively engages around 200,000 customers each month. We use the valuable data from these customer interactions to inform the design and development of future products, and we leverage it along with machine learning technology to recommend additional products to our customers through cross-selling and Add-to-Box (“ATB”).
In addition to being one of the largest dog toy brands in the U.S. by revenue, we also have entered exciting, and much larger categories in the consumables space, which include kibble, treats, toppers, supplements, and dental products. These categories have significantly increased our total addressable market and the number of customers we can serve. We believe that our growing first-party dataset, strong brand, and loyal customer base afford us a meaningful advantage and opportunity to win market share in these newer categories.
Certain macroeconomic and global events, conditions and challenges
Market factors or international events, such as increased inflation, war, rising tensions between the U.S. and China, and continued changes to trade policy, including the imposition of tariffs or changes in tariff rates, create uncertainty and could impact our results of operations.
Tariffs. In early 2025, new tariffs were announced on imports to the United States, including additional tariffs on goods from China, Canada, and other countries from which we source products. The scope, duration, and ultimate impact of these tariffs and related actions remain uncertain and could result in higher product costs.
The Company has implemented, and continues to execute, various mitigation strategies to manage the impact of tariffs, including negotiating lower product costs with suppliers, diversifying supply sources to alternate countries,
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optimizing product assortment, providing Direct to Consumer subscribers with a lower-cost packaging option and implementing select pricing adjustments. Collectively, these actions have meaningfully mitigated the potential impact of tariffs on our Gross Profit. We believe our mitigation strategies will help maintain our competitiveness over the long term and, most importantly, make all dogs happy.
The ultimate impact of tariffs and related measures will depend on factors such as whether additional or incremental tariffs are imposed, the extent of retaliatory actions by other countries, and the overall effectiveness of, and consumer response to, our mitigation strategies.
Macroeconomic Conditions. Macroeconomic conditions and the related effects on levels of consumer spending impact our business as purchases of discretionary items tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty. Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines and uncertainty, home prices, credit availability and consumer debt levels, political instability due to war or or global conflicts or other geopolitical factors and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have led to recession fears and created a challenging environment.
We cannot predict the duration or magnitude of such impacts. Please refer to the “Cautionary Note Regarding Forward-Looking Statements” and the “Risk Factors” in this Quarterly Report on Form 10-Q.
Key Performance Indicators
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. These measures may not be comparable to similarly titled performance indicators used by other companies.
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Total Orders (in thousands) | 2,427 | 3,332 | 7,790 | 10,044 | |||||||
| Average Order Value | $ | 31.41 | $ | 31.25 | $ | 31.01 | $ | 31.03 | |||
| Direct to Consumer Gross Profit (in thousands)(1) | $ | 52,711 | $ | 70,154 | $ | 164,433 | $ | 204,927 | |||
| Direct to Consumer Gross Margin (1) | 69.2 | % | 67.4 | % | 68.1 | % | 65.7 | % |
(1) Direct to Consumer Gross Profit and Direct to Consumer Gross Margin does not include the revenue or cost of goods sold from BARK Air.
Total Orders
We define Total Orders as the total number of Direct to Consumer orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis. Total Orders excludes orders from BARK Air. We use Total Orders as an indicator of customer interest and demand.
Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period. AOV excludes Direct to Consumer revenue from BARK Air. We use AOV to provide insight into customer spending patterns.
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Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our CODM, reviews and assesses the performance of the business.
Revenue
The Company generates revenue through its Direct to Consumer and Commerce segments, each of which participate in the sale of the Company’s Toys & Accessories and Consumables product lines. See below for additional information.
Toys & Accessories (“toys”)—The majority of our revenue in the toys category is derived from BarkBox and Super Chewer, which are subscription products that feature monthly themed boxes of premium-quality BARK toys and treats that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on a one month, three month, six month, or twelve month basis. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box. During the life of their subscription, we offer our customers incremental products via “ATB”, which allows us to cross-sell customers across our full portfolio of products, including kibble, treats, toppers, dental and more. ATB revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the subscriber.
We also sell toys through our Commerce segment which is a network of retail partners and online major market places. This distribution channel allows us to reach new customers and introduce them to the BARK brand. Commerce revenue derived from our retail partners is recognized net of estimates for sales returns, discounts, markdowns and allowances, after the goods are shipped, or when the retail customer picks up the goods directly from one of our distribution points and control of the goods is transferred to the customer. Online marketplaces revenue is recognized upon delivery of goods to the end customer.
Our toys category also includes revenue derived from the sale of other products such as beds, leashes, apparel, and other accessories.
Consumables—The majority of our consumables revenue today is derived from the treats and chews that are included in our BarkBox and Super Chewer boxes. Over the past several years, the Company has expanded into new and larger consumables markets such as kibble, toppers, supplements and dental products. The Company sells its consumables products both Direct to Consumer (through Bark.co) and through its retail footprint. Products sold via the Company’s website can be purchased on a recurring, auto-ship, or one-off basis. Revenue related to bark.co is recognized at a point in time, as control is transferred to the customer upon each delivery.
Treats— Includes treats and chews included in our BarkBox and Super Chewer boxes, as well as the sale of treats on Bark.co. Many of our treats feature monthly themes, similar to our toys. Today, BARK is one of the largest treat brands in the U.S. by revenue. The Company anticipates expansion of its treat offerings amongst commerce customers.
Toppers—Includes meal-enhancing sprinkles, broths and bites that are added to a dog’s meal to enhance the flavor of their food. These toppers are often single ingredient proteins that can be easily added to a dog’s existing meal plan. Toppers are particularly beneficial for picky eaters.
Supplements—Includes a variety of dog supplements such as hip and joint support, and skin and coat support. These products are often targeted at specific breeds that are prone to certain ailments.
Kibble—We sell a variety of kibble, priced to compete with the premium category. While our kibble can be purchased on an individual basis or auto-ship basis, we entered this market with a breed-based approach that recommends meal plans consisti
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its consolidated subsidiaries. The audited consolidated financial statements as of March 31, 2026 and 2025 and for the fiscal years ended March 31, 2026, 2025 and 2024, respectively, present the financial position and results of operations and cash flows of BARK, Inc. and its wholly-owned subsidiaries.
Overview
We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.
We are an omnichannel brand serving dogs across two key brands: BarkBox and Super Chewer. All of our products are designed, developed, and branded by BARK. We leverage an ever-growing collection of first-party data, customer insights, and artificial intelligence (“AI”) to deliver personalized products and experiences tailored to the needs of each and every dog we serve. We sell our products in two segments: Direct To Consumer (“DTC”) and Commerce through our network of retail partners, which currently spans over 50,000 doors nationwide and online marketplaces including Amazon, Chewy and TikTok.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”
Investments in growth
Our ability to increase the number of customers. total orders, and cross-category purchasing is a key factor in our future DTC growth and will be driven by our marketing efforts and ability to continue to expand our product offerings. As a result, we expect to continue to focus on long-term growth through investments in product offerings and the dog and dog parent experience. We are working to enhance our offerings and expand the breadth of the products. We will remain flexible, adjusting our marketing spend up or down, based on the returns.
Expansion of new offerings
Another key factor in our future performance is our ability to increase our average order value (“AOV”), which involves introducing new products into our portfolio. We expect to continue to invest in the expansion of our product offerings, as we seek to attract new customers as well as growing sales with our existing customers. This expansion may require additional financial investments in headcount, marketing, customer acquisition expenses, operational capabilities and inventory. If we are unable to generate sufficient demand for these new offerings, we may not recover the financial investments and revenue may not increase as desired.
Expansion within new and existing retail channels
Our commerce segment continues to be an important growth driver for the business and our ability to expand our product assortment within both new and existing retail partners remains a focus area. This expansion may also require increased investments in trade marketing, merchandising support, and logistics capabilities. If we are unable
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to successfully grow our retail presence or maintain strong partnerships, our ability to reach new customers and drive incremental revenue may be limited.
Certain macroeconomic and global events and conditions create a challenging environment
Market factors and international events, such as continued changes to trade policy, including the imposition of tariffs or changes in tariff rates, inflation, in particular as driven by the conflict with Iran, market effects of other global conflicts, and rising tensions with China, create business uncertainty and could further exacerbate rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines, increases in housing costs, decreases in credit availability and rising consumer debt levels, which could impact our costs of doing business and the levels of discretionary consumer spending on our products and services and our financial results.
IEEPA tariffs
On February 20, 2026, the U.S. Supreme Court held that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unconstitutional. On April 20, 2026, CBP launched its Consolidated Administration and Processing of Entries ("CAPE") portal to process refund claims.
The Company paid a total of $15.4 million in IEEPA tariffs on imported goods between February 4, 2025 and February 24, 2026. Our recovery of IEEPA tariffs represents a loss recovery. To date, the Company submitted claims that were accepted by the CAPE portal in the amount of $3.3 million and a corresponding refund receivable was recorded within accounts receivable, net in the Company's consolidated balance sheet as of March 31, 2026. Of the $3.3 million, $2.7 million, and $0.6 million were recorded as reductions of cost of revenue, and inventory, respectively. An additional $7.1 million and $5.0 million of the IEEPA tariffs paid by the Company allocable to cost of revenue and inventory, respectively, for the fiscal year ended March 31, 2026 were not recorded. These amounts are not currently eligible for submission under the CAPE portal and therefore the Company was unable to recognize any receivable or loss recovery with respect to these amounts.
None of the IEEPA tariffs paid by the Company were passed through to our customers or are owed to our vendors or suppliers. The Company will pursue all actions necessary to recover the remaining amounts of IEEPA tariffs paid by the Company.
We cannot predict the duration or magnitude of the risks and challenges discussed above. Please refer to the “Cautionary Note Regarding Forward-Looking Statements” and those factors described under “Risk Factors” in this Annual Report on Form 10-K.
Reverse Stock Split
On April 1, 2026, we effected a 1-for-20 reverse stock split of our common stock (the “Reverse Stock Split”), and our common stock began trading on a split-adjusted basis on April 1, 2026. Accordingly, all share and per share amounts presented in these consolidated financial statements and the accompanying notes have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding and the number of shares underlying outstanding equity awards were proportionately reduced, and the corresponding exercise prices and per share amounts, as applicable, were proportionately increased. No fractional shares were issued in connection with the Reverse Stock Split.
Key Performance Indicators
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our consolidated financial statements and the related notes and
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other financial information included elsewhere in this Annual Report on Form 10-K may not be comparable to similarly titled performance indicators used by other companies.
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total Orders (in thousands) | 10,060 | 13,210 | ||||||
| Average Order Value | $31.06 | $31.04 | ||||||
| Direct to Consumer Gross Profit (in thousands)(1) | $213,620 | $271,012 | ||||||
| Direct to Consumer Gross Margin (1) | 68.4% | 66.1% |
(1) Direct to Consumer Gross Profit and Direct to Consumer Gross Margin does not include the revenue or cost of goods sold from BARK Air.
Total Orders
We define Total Orders as the total number of Direct to Consumer orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis. Total Orders excludes orders from BARK Air. We use Total Orders as an indicator of customer interest and demand.
Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period. AOV excludes Direct to Consumer revenue from BARK Air. We use AOV to provide insight into customer spending patterns.
Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews and assesses the performance of the business.
Revenue
The Company generates revenue through its DTC and Commerce segments, through the sale of BarkBox and Super Chewer branded toys and BARK branded treats and chews.
While BarkBox and Super Chewer toys remain the primary driver of our DTC and commerce segments and fundamental to our brand identity, we are also focused on maximizing the profitability of our complementary treats and chews categories. This includes a strategic rationalization—specifically the discontinuation of kibble and topper offerings—to concentrate resources and narrow our focus. We believe this streamlined approach allows us to better support our core toy and treat business while improving our overall profitability profile.
DTC
The majority of our revenue is derived from our subscription products that feature monthly themes of premium quality BarkBox and/or Super Chewer toys and BARK-branded treats and chews that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on a one-month, three-month, six-month, or twelve-month basis. During the life of their subscription, we offer our customers incremental products via Add-To-Box (“ATB”), which allows us to cross-sell customers across our full portfolio of products.
Commerce
We also sell our BarkBox and Super Chewer toys and BARK-branded treats and chews in retail stores and other e-tailers, significantly broadening our customer reach and raising awareness of the BARK brand. BARK products are currently sold in over 50,000 retail doors, including Target, Walmart, TJ Maxx, Costco and PetSmart. Additionally, we sell our products on other online platforms including Amazon, Chewy and TikTok.
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BARK Air
Announced in April 2024, BARK Air is a first-of-its kind air travel experience tailored to dogs. The Company is partnered with several charter companies offering premium flights for customers and their dogs. Interested parties can book flights at dogsflyfirst.com. Our charter partners are responsible for all aircraft, pilots, maintenance, and insurance, allowing BARK to focus on creating a great travel experience for dogs and their people worldwide. We believe this initiative exemplifies the Company’s dog-first approach to curating the best products and services.
As our flagship entry into the services category, BARK Air is part of a broader strategy to expand into premium, differentiated dog services. With new routes, expanded partnerships, and high early engagement, we believe BARK Air and future services represent a meaningful long-term growth opportunity. Revenue generated by BARK Air is currently reflected in our DTC segment.
Cost of Revenue
Cost of revenue primarily consists of the purchase price of inventory sold, duties, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.
Operating Expenses
Operating expenses consist of general and administrative and advertising and marketing expenses.
General and Administrative
General and administrative expenses consist primarily of compensation and benefit expenses, including stock-based compensation, fulfillment and shipping costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers. General and administrative expenses also include fees charged by third parties that provide payment processing services, office expense, including rent, insurance and professional service fees.
Advertising and Marketing
Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.
Interest Income
Interest income primarily consists of income earned on our interest-bearing deposit accounts.
Interest Expense
Interest expense primarily consists of interest incurred under our 2025 Convertible Notes, and amortization of debt issuance costs.
Other Income, Net
Other income, net, primarily consists of changes in the fair value of our warrant liabilities and loss on extinguishment of debt.
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Results of Operations
We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our audited consolidated financial statements for the fiscal years ended March 31, 2026, 2025, and 2024 included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | 2026 vs 2025 | 2025 vs 2024 | |||||||||||||
| (in thousands) | |||||||||||||||||
| Consolidated Statement of Operation Data: | |||||||||||||||||
| Revenue | |||||||||||||||||
| Direct to Consumer | $ | 324,927 | $ | 415,837 | $ | 436,446 | (21.9) | % | (4.7) | % | |||||||
| Commerce | 69,916 | 68,345 | 53,738 | 2.3 | % | 27.2 | % | ||||||||||
| Total revenue | 394,843 | 484,182 | 490,184 | (18.5) | % | (1.2) | % | ||||||||||
| Cost of revenue | |||||||||||||||||
| Direct to Consumer | 111,186 | 145,011 | 157,578 | (23.3) | % | (8.0) | % | ||||||||||
| Commerce | 41,772 | 37,183 | 30,454 | 12.3 | % | 22.1 | % | ||||||||||
| Total cost of revenue | 152,958 | 182,194 | 188,032 | (16.0) | % | (3.1) | % | ||||||||||
| Gross profit | 241,885 | 301,988 | 302,152 | (19.9) | % | (0.1) | % | ||||||||||
| Operating expenses: | |||||||||||||||||
| Advertising and marketing | 59,213 | 83,756 | 79,282 | (29.3) | % | 5.6 | % | ||||||||||
| General and administrative | 222,850 | 253,380 | 268,390 | (12.0) | % | (5.6) | % | ||||||||||
| Total operating expenses | 282,063 | 337,136 | 347,672 | (16.3) | % | (3.0) | % | ||||||||||
| Loss from operations | (40,178) | (35,148) | (45,520) | 14.3 | % | (22.8) | % | ||||||||||
| Interest income | 1,880 | 4,926 | 7,533 | (61.8) | % | N/M | |||||||||||
| Interest expense | (1,856) | (2,788) | (4,351) | (33.4) | % | (35.9) | % | ||||||||||
| Other income, net | 1,146 | 132 | 5,328 | 768.2 | % | (97.5) | % | ||||||||||
| Net loss before income taxes | (39,008) | (32,878) | (37,010) | 18.6 | % | (11.2) | % | ||||||||||
| Provision for income taxes | — | — | — | 0.0 | % | 0.0 | % | ||||||||||
| Net loss | $ | (39,008) | $ | (32,878) | $ | (37,010) | 18.6 | % | (11.2) | % | |||||||
| N/M means not meaningful. |
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Comparison of the Fiscal Years Ended March 31, 2026 and March 31, 2025
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 324,927 | 415,837 | (90,910) | (21.9) | % | |||||||||
| Commerce | 69,916 | 68,345 | 1,571 | 2.3 | % | |||||||||
| Total revenue | $ | 394,843 | $ | 484,182 | $ | (89,339) | (18.5) | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 82.3 | % | 85.9 | % | ||||||||||
| Commerce | 17.7 | % | 14.1 | % |
Direct to Consumer revenue decreased by $90.9 million, or 21.9%, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. This decrease was primarily driven by a 23.8%, or 3.2 million decrease in Total Orders. The decrease was partially offset by an increase in revenue from BARK Air of $6.5 million. Total BARK Air revenue was $12.4 million or 3.8% of Direct to Consumer revenue.
Commerce revenue increased by $1.6 million, or 2.3%, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. This increase was primarily driven by sales volume from existing and new customers.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 213,741 | $ | 270,826 | $ | (57,085) | (21.1) | % | ||||||
| Commerce | 28,144 | 31,162 | (3,018) | (9.7) | % | |||||||||
| Total gross profit | $ | 241,885 | $ | 301,988 | $ | (60,103) | (19.9) | % | ||||||
| Percentage of revenue | 61.3 | % | 62.4 | % |
Direct to Consumer gross profit decreased by $57.1 million, and Commerce gross profit decreased by $3.0 million, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue and the decrease in Commerce gross profit was primarily due to a decrease in revenue due to the opportunistic sell-through of surplus inventory and customer mix.
Gross profit as a percentage of revenue decreased 110 basis points for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025.
Direct to Consumer gross margin was 65.8%, 66 basis points higher than the same period last year. Excluding the impact of BARK Air, Direct to Consumer gross margin increased 230 basis points compared to the same period last year. The increase in Direct to Consumer gross margin is primarily attributable to product cost improvements and plan mix changes.
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Commerce gross margin was 40.3%, 540 basis points lower than the same period last year. The decrease in Commerce gross margin is primarily attributable to opportunistic sell-through of surplus inventory, and changes in customer mix.
Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other general and administrative | 103,408 | 114,257 | (10,849) | (9.5) | % | |||||||||
| Shipping and fulfillment | 119,442 | 139,123 | (19,681) | (14.1) | % | |||||||||
| Total General and administrative | $ | 222,850 | $ | 253,380 | $ | (30,530) | (12.0) | % | ||||||
| Percentage of revenue | 56.4 | % | 52.3 | % |
General and administrative expense decreased by $30.5 million, or 12.0%, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. This decrease during the period was primarily due to: decreased shipping and fulfillment costs of $19.7 million attributable to lower DTC volumes, decreased compensation expense of $6.5 million due to a decrease in headcount and decreased consulting expense of $1.0 million, as the business continued to manage its cost base. The remaining decrease in general and administrative costs is due to a reduction in rent, office expenses.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 59,213 | $ | 83,756 | $ | (24,543) | (29.3) | % | ||||||
| Percentage of revenue | 15.0 | % | 17.3 | % |
Advertising and marketing expense decreased by $24.5 million, or 29.3%, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. The decrease is attributable to a strategic decrease in DTC marketing spend.
Interest Income
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest income | $ | 1,880 | $ | 4,926 | $ | (3,046) | (61.8) | % | ||||||
| Percentage of revenue | 0.5 | % | 1.0 | % |
Interest income decreased by $3.0 million for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. The decrease in interest income is due to an overall decrease in cash in interest-bearing deposit accounts.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (1,856) | $ | (2,788) | $ | 932 | (33.4) | % | ||||||
| Percentage of revenue | (0.5) | % | (0.6) | % |
Interest expense decreased by $0.9 million, or 33.4%, for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. The decrease is attributable to the timing of the 2025 Convertible Note repurchase which occurred on November 6, 2025.
Other Income, net
| Fiscal Year Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | $ Change | % Change | |||||||||
| ( in thousands) | ||||||||||||
| Other income, net | 1,146 | 132 | $ | 1,014 | 768.2 | % | ||||||
| Percentage of revenue | 0.3 | % | — | % |
Other income, net increased by $1.0 million for the fiscal year ended March 31, 2026 compared to the fiscal year ended March 31, 2025. The increase in other income, net, was primarily due to the decrease in the fair value of our warrant liabilities of $0.9 million, and increased sublease income of $0.6 million.
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Comparison of the Fiscal Years Ended March 31, 2025 and March 31, 2024
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 415,837 | 436,446 | (20,609) | (4.7) | % | |||||||||
| Commerce | 68,345 | 53,738 | 14,607 | 27.2 | % | |||||||||
| Total revenue | $ | 484,182 | $ | 490,184 | $ | (6,002) | (1.2) | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 85.9 | % | 89.0 | % | ||||||||||
| Commerce | 14.1 | % | 11.0 | % |
Direct to Consumer revenue decreased by $20.6 million, or 4.7%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This decrease was primarily driven by a 5.1%, or 0.7 million decrease in Total Orders, in addition to a $0.30 or 1.0% decrease in AOV. Fiscal year 2025 Direct to Consumer revenue included $5.8 million of BARK Air revenue.
Commerce revenue increased by $14.6 million, or 27.2%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This increase was primarily driven by sales volume from existing and new customers.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 270,826 | $ | 278,868 | $ | (8,042) | (2.9) | % | ||||||
| Commerce | 31,162 | 23,284 | 7,878 | 33.8 | % | |||||||||
| Total gross profit | $ | 301,988 | $ | 302,152 | $ | (164) | (0.1) | % | ||||||
| Percentage of revenue | 62.4 | % | 61.6 | % |
Direct to Consumer gross profit decreased by $8.0 million, and Commerce gross profit increased by $7.9 million, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue. The increase in Commerce gross profit is primarily attributable to an increase in revenue.
Gross profit as a percentage of revenue increased 70 basis points for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Direct to Consumer gross margin was 65.1%, 120 basis points and Commerce gross margin was 45.6%, 230 basis points higher than the same period last year, respectively. The increase in gross margin is primarily attributable to lower inbound freight and product cost improvements.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other general and administrative | 114,257 | 128,576 | (14,319) | (11.1) | % | |||||||||
| Shipping and fulfillment | 139,123 | 139,814 | (691) | (0.5) | % | |||||||||
| Total General and administrative | $ | 253,380 | $ | 268,390 | $ | (15,010) | (5.6) | % | ||||||
| Percentage of revenue | 52.3 | % | 54.8 | % |
General and administrative expense decreased by $15.0 million, or 5.6%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This decrease during the period was primarily due to: decreased shipping and fulfillment costs of $0.7 million attributable to lower direct to consumer volumes, decreased compensation expense of $6.7 million due to a decrease in headcount and decreased consulting expense of $2.2 million, as the business continued to manage its cost base. In addition, there was a $2.4 million benefit from the release of sales tax reserves relating to tax years for which the liability has been settled or the statute of limitations has expired. The remaining decrease in general and administrative costs is due to a reduction in rent, office expenses, and other expenses.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 83,756 | $ | 79,282 | $ | 4,474 | 5.6 | % | ||||||
| Percentage of revenue | 17.3 | % | 16.2 | % |
Advertising and marketing expense increased by $4.5 million, or 5.6%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The increase is attributable to increased marketing spend to acquire a higher volume of new subscribers.
Interest Income
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest income | $ | 4,926 | $ | 7,533 | $ | (2,607) | (34.6) | % | ||||||
| Percentage of revenue | 1.0 | % | 1.5 | % |
Interest income decreased by $2.6 million for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in interest income is due to an overall decrease in cash in interest-bearing deposit accounts in line with the deployment of cash for the partial debt repayment of $44.4 million during the fiscal third quarter ended December 31, 2023 and share repurchases of $24.7 million as part of the share repurchase program which began during the fiscal second quarter ended September 30, 2023.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (2,788) | $ | (4,351) | $ | 1,563 | (35.9) | % | ||||||
| Percentage of revenue | (0.6) | % | (0.9) | % |
Interest expense decreased by $1.6 million, or 35.9%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Interest expense for each period is derived from the Company’s 2025 Convertible Notes. The decrease is attributable to the partial debt repayment of $44.4 million during the fiscal third quarter ended December 31, 2023.
Other Income, net
| Fiscal Year Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||
| ( in thousands) | ||||||||||||
| Other income, net | 132 | 5,328 | $ | (5,196) | (97.5) | % | ||||||
| Percentage of revenue | — | % | 1.1 | % |
Other income, net decreased by $5.2 million for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in other income, net was primarily due to the gain on extinguishment of debt in prior year of $1.8 million, as well as a decrease in the change of the fair value of our warrant liabilities of $3.2 million.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted Net Loss, Adjusted Net Income (Loss) Margin, Adjusted Net Income (Loss) Per Common Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.
We calculate Adjusted Net Income (Loss) as net loss, adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax income, (4) restructuring charges related to reduction in force payments, (5) gain on extinguishment of debt, (6) litigation expenses (consisting of legal and related fees for a specific proceeding that is outside of our ordinary course of business), (7) warehouse restructuring costs, (8) non-cash impairment of previously capitalized software and cloud computing implementation costs, (9) technology modernization costs, (10) product line exit costs, (11) strategic transaction costs, (12) headquarters transition costs and (13) other items (as defined below).
We calculate Adjusted Net Income (Loss) Margin by dividing Adjusted Net Income (Loss) for the period by Revenue for the period.
We calculate Adjusted Net Income (Loss) Per Common Share by dividing Adjusted Net Income (Loss) for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) interest income, (2) interest expense, (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) capitalized cloud computing amortization, (7) sales and use tax income, (8) restructuring charges related to reduction in force payments, (9) gain on extinguishment of debt, (10) litigation expenses (consisting of
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legal and related fees for a specific proceeding that is outside of our ordinary course of business), (11) warehouse restructuring costs, (12) non-cash impairment of previously capitalized software and cloud computing implementation costs, (13) technology modernization costs, (14) product line exit costs, (15) strategic transaction costs, (16) headquarters transition costs and (17) other items (as defined below).
We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.
We calculate Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures.
The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with U.S. GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with U.S. GAAP, provide meaningful supplemental information regarding our operating performance and facilitate internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures is helpful to our investors as they are measures used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for the Company, (4) Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense, and (5) Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting their usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net loss and other results stated in accordance with U.S. GAAP.
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The following table presents a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin, Adjusted net loss margin and Adjusted net loss per common share for the periods presented:
Adjusted Net Loss
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | |||||||||
| Net loss | $ | (39,008) | $ | (32,878) | $ | (37,010) | |||||
| Stock-based compensation expense | 14,351 | 12,735 | 12,931 | ||||||||
| Change in fair value of warrants and derivatives | (913) | 521 | (2,738) | ||||||||
| Sales and use tax income (1) | (950) | (2,417) | (487) | ||||||||
| Restructuring | 3,835 | 3,829 | 1,660 | ||||||||
| Gain on extinguishment of debt | — | — | (1,828) | ||||||||
| Litigation expenses (2) | 1,168 | 1,839 | 175 | ||||||||
| Warehouse restructuring costs | 2,522 | 4,738 | 814 | ||||||||
| Impairment of assets | 1,079 | 3,599 | 3,079 | ||||||||
| Technology modernization (3) | 1,521 | 2,400 | 684 | ||||||||
| Product line exit costs (4) | 2,774 | — | — | ||||||||
| Strategic transaction costs (5) | 1,666 | — | — | ||||||||
| Headquarters Transition (6) | 534 | — | — | ||||||||
| Other items (7) | 317 | 1,316 | 2,698 | ||||||||
| Adjusted net loss | $ | (11,104) | $ | (4,318) | $ | (20,022) | |||||
| Net loss margin | (9.88) | % | (6.79) | % | (7.55) | % | |||||
| Adjusted net loss margin | (2.81) | % | (0.89) | % | (4.08) | % | |||||
| Adjusted net loss per common share - basic and diluted | $ | (1.30) | $ | (0.50) | $ | (2.26) | |||||
| Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted | 8,542,502 | 8,719,978 | 8,863,029 |
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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin and Adjusted EBITDA margin for the periods presented:
Adjusted EBITDA
| Fiscal Year Ended March 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | |||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (39,008) | $ | (32,878) | $ | (37,010) | |||||
| Interest income | (1,880) | (4,926) | (7,533) | ||||||||
| Interest expense | 1,856 | 2,788 | 4,351 | ||||||||
| Depreciation and amortization expense | 9,102 | 11,222 | 12,602 | ||||||||
| Stock-based compensation expense | 14,351 | 12,735 | 12,931 | ||||||||
| Change in fair value of warrants and derivatives | (913) | 521 | (2,738) | ||||||||
| Cloud computing amortization | 2,237 | 594 | — | ||||||||
| Sales and use tax income (1) | (950) | (2,417) | (487) | ||||||||
| Restructuring | 3,835 | 3,829 | 1,660 | ||||||||
| Gain on extinguishment of debt | — | — | (1,828) | ||||||||
| Litigation expenses (2) | 1,168 | 1,839 | 175 | ||||||||
| Warehouse restructuring costs | 2,522 | 4,738 | 814 | ||||||||
| Impairment of assets | 1,079 | 3,599 | 3,079 | ||||||||
| Technology modernization (3) | 1,521 | 2,400 | 684 | ||||||||
| Product line exit costs (4) | 2,774 | — | — | ||||||||
| Strategic transaction costs (5) | 1,666 | — | — | ||||||||
| Headquarters transition (6) | 534 | — | — | ||||||||
| Other items (7) | 317 | 1,316 | 2,698 | ||||||||
| Adjusted EBITDA | $ | 211 | $ | 5,360 | $ | (10,602) | |||||
| Net loss margin | (9.88) | % | (6.79) | % | (7.55) | % | |||||
| Adjusted EBITDA margin | 0.05 | % | 1.11 | % | (2.16) | % |
(1)Sales and use tax income relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax. Subsequently, as certain of these liabilities are waived by tax authorities or the applicable statute of limitations expires, the related accrued liability is reversed.
(2)Litigation expenses related to a stockholder class action complaint, see Item 3. Legal Proceedings.
(3)Includes consulting fees related to technology transformation activities, and payroll costs for employees that dedicate significant time to this project. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time unification of our product offerings on our new commerce platform. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business.
(4)In January of 2026, we made the decision to discontinue all kibble products as well as dental and certain lines of treat products. The decision was made to streamline focus to prioritize our core toy identity while improving operational efficiency and our profitability profile. Accordingly, we believe that these costs are discrete and non-recurring in nature. Exit costs of $2.8 million were recorded in cost of revenues in the consolidated statement of operations.
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(5)Represents strategic transaction costs, which include investment banking fees, legal due diligence and related documentation costs, finance and accounting diligence and documentation.
(6)In February of 2026, we relocated our corporate headquarters. As part of the relocation, we recorded a $0.5 million loss on the disposal of furniture and fixtures, and other equipment. We believe this loss is discrete and non-recurring in nature, and not reflective of ongoing trends in the cost of doing business.
(7)For the fiscal year ended March 31, 2026, other items is comprised of executive transition costs of $0.3 million, and costs associated with the share repurchase program of less than $0.1 million. For the fiscal year ended March 31, 2025, other items is comprised of executive transition costs of $0.8 million, costs associated with the share repurchase program of $0.4 million, and duplicate headquarters rent of less than $0.1 million. For the fiscal year ended March 31, 2024, other items is comprised of non-recurring retention payments to management of $1.4 million, executive transition costs of $1.3 million, tax penalties of less than $0.1 million, and duplicate headquarters rent of less than $0.1 million.
The following table presents a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure prepared in accordance with U.S. GAAP, for each of the periods indicated:
Free Cash Flow
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | ||||||||
| Free cash flow reconciliation: | ||||||||||
| Net cash (used in) provided by operating activities | $ | (23,158) | $ | (7,079) | $ | 6,060 | ||||
| Capital expenditures | (3,416) | (6,157) | (8,831) | |||||||
| Free cash flow | $ | (26,574) | $ | (13,236) | $ | (2,771) |
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of approximately $19.3 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and available proceeds from borrowings (as described below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we are in compliance with as of March 31, 2026 and expect to be in compliance with during the next 12 months.
Our material cash requirements include our lease arrangements for corporate offices, warehouses and certain equipment. As of March 31, 2026, we had fixed lease payment obligations of $37.7 million, with $5.2 million payable within 12 months.
2025 Convertible Notes
On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses associated with the issuance of the 2025 Convertible Notes as a discount to the note and amortized the expenses over the term of the note.
On November 2, 2023, the Company repurchased $45.0 million of the $83.5 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “2023 Agreement”) among the Company and the Holders.
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Pursuant to the 2023 Agreement, the Company repurchased $45.0 million in aggregate principal amount of the 2025 Convertible Notes plus $2.2 million of accrued and unpaid interest thereon to, but excluding the repurchase date, from the Holders for a total cash purchase price of $44.4 million. In addition, $1.0 million of unamortized deferred financing fees were derecognized from the Company’s balance sheet on the date of extinguishment. The accelerated deferred financing fees were recognized as a component of gain on extinguishment of debt. The Company recognized a gain on debt extinguishment of $1.8 million in connection with the repurchase.
On November 6, 2025, the Company repurchased the remaining $42.9 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 (the “2025 Convertible Notes”) from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “2025 Agreement”) among the Company and the Holders (the “Final Repurchase”).
Pursuant to the 2025 Agreement, on November 6, 2025, the Company repurchased all $42.9 million of the remaining outstanding aggregate principal amount of the 2025 Convertible Notes from the Holders for a total cash purchase price of $45.1 million (which included $2.2 million of accrued and unpaid interest, through but excluding, the repurchase date). There was no gain or loss in connection with the Final Repurchase.
Western Alliance Revolving Line of Credit
In October 2017, the Company entered into a loan and security agreement with and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provide for a revolving line of credit (as amended, the “Credit Facility”) in an aggregate principal amount of up to $35.0 million, including a $10.0 million sublimit for letters of credit of which $9.2 million has been issued. The Credit Facility is subject to borrowing base limitations derived from advance rates derived from the Company’s eligible subscription revenues and eligible accounts receivable. The Credit Facility has been amended several times, most recently in March 2026. After giving effect to this most recent amendment, the maturity date of the Credit Facility is August 29, 2026. Certain of the Company’s obligations to Western Alliance and under the Credit Facility are guaranteed by certain of its subsidiaries and secured by substantially all of their assets. The Company is evaluating alternative options or further renewal of the Credit Facility.
The interest rate for borrowings under the Credit Facility is equal to (a) the greater (i) of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time and (ii) 5.25% per annum, plus (b) 0.50%, per annum.
The Credit Facility has a borrowing base subject to an amount equal to 80.00% of the Company’s trailing three months of subscription revenue and an amount equal to 80.00% of certain of the Company’s customer accounts receivable when a collateral audit is performed and 60.00% when no such collateral audit is performed. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.
The Credit Facility requires the Company to comply with certain financial and performance covenants, including, among other things, minimum cash deposits with Western Alliance. The Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, incurring indebtedness, making loans and investments, incurring liens, or entering into mergers, asset sales and transactions with affiliates.
As of March 31, 2026 and March 31, 2025, there were no outstanding borrowings under the Credit Facility. As of March 31, 2026 and March 31, 2025, the Company was compliant with its financial covenants.
Cash Flows
Comparison of the Fiscal Years Ended March 31, 2026, 2025 and 2024.
The following table summarizes our cash flows for the fiscal years ended March 31, 2026, 2025 and 2024:
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| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | ||||||||
| (in thousands) | ||||||||||
| Net cash (used in) provided by operating activities | $ | (23,158) | $ | (7,079) | $ | 6,060 | ||||
| Net cash used in investing activities | (3,416) | (6,157) | (8,831) | |||||||
| Net cash used in financing activities | (45,710) | (19,870) | (49,615) | |||||||
| Effect of exchange rate changes on cash | (81) | (69) | 24 | |||||||
| Net increase (decrease) in cash and restricted cash | $ | (72,365) | $ | (33,174) | $ | (52,362) |
Cash flows (used in) provided by Operating Activities
Net cash flows in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.
Net cash flows used in operating activities is derived by adjusting our net loss for:
•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses; and
•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.
For the fiscal year ended March 31, 2026, net cash used in operating activities was $23.2 million. This consisted of a net loss of $39.0 million, adjusted for non-cash charges totaling $29.5 million and a net unfavorable change of $13.7 million in operating assets and liabilities.
The non-cash charges primarily consisted of $14.4 million of stock-based compensation, $9.1 million of depreciation and amortization, $4.3 million of non-cash lease expense, and $1.1 million of asset impairment charges.
The unfavorable change in operating assets and liabilities was primarily driven by a decrease in inventory of $11.1 million and an increase in deferred revenue of $1.0 million, more than offset by an increase in accounts receivable of $2.9 million, a decrease in accounts payable and accrued expenses of $13.4 million, a $5.7 million reduction in operating lease liabilities, and a $2.3 million reduction in other liabilities.
For the fiscal year ended March 31, 2025, net cash used in operating activities was $7.1 million. This consisted of a net loss of $32.9 million, adjusted for non-cash charges totaling $36.9 million and a net favorable change of $11.1 million in operating assets and liabilities. The non-cash charges primarily consisted of $12.7 million of stock-based compensation, $11.2 million of depreciation and amortization, and $4.5 million of non-cash lease expense.
For the fiscal year ended March 31, 2024, net cash provided by operating activities was $6.1 million. This consisted of a net loss of $37.0 million, adjusted for non-cash charges totaling $30.5 million and a net favorable change of $12.5 million in operating assets and liabilities. The non-cash charges primarily consisted of $12.9 million of stock-based compensation, $12.6 million of depreciation and amortization, and $4.1 million of non-cash lease expense.
Cash flows used in Investing Activities
For the fiscal year ended March 31, 2026, net cash used in investing activities was $3.4 million, primarily due to capital expenditures for warehouse equipment and software implementation.
For the fiscal year ended March 31, 2025, net cash used in investing activities was $6.2 million, primarily due to capital expenditures.
For the fiscal year ended March 31, 2024, net cash used in investing activities was $8.8 million, primarily due to capital expenditures for warehouse machinery, leasehold improvements, equipment, and software implementations.
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Cash flows used in Financing Activities
For the fiscal year ended March 31, 2026, net cash used in financing activities was $45.7 million, primarily due to the November 6, 2025 cash repurchase of the remaining $42.9 million aggregate principal amount of our 2025 Convertible Notes (see Note 6 — Debt), $1.8 million of common stock repurchases under our Board-authorized share repurchase program, and $1.5 million of payments for restricted stock units held for taxes.
For the fiscal year ended March 31, 2025, net cash used in financing activities was $19.9 million, primarily due to payments to repurchase common stock of $18.5 million.
For the fiscal year ended March 31, 2024, net cash used in financing activities was $49.6 million, primarily due to the partial payment of long-term debt of $42.3 million and payments to repurchase common stock of $6.2 million.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
This discussion and analysis of financial condition and results of operations is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies are described in greater detail in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included in this Annual Report on Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. We have listed below our critical accounting estimates that we believe to have the greatest potential impact on our audited consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Revenue Recognition
Our primary sources of revenue are from sales of toys & accessories and consumables through our Direct to Consumer and Commerce segments. We recognize revenue upon delivery of products and services to our customer, as applicable. The recognition of revenue is determined through application of the following five-step model:
•Identification of the contract(s) with customers, as applicable;
•Identification of the performance obligation(s) in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligation(s) in the contract; and
•Recognition of revenue when or as the performance obligation(s) is satisfied.
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Discounts are considered fixed consideration and represent a fixed reduction to revenue for each performance obligation. The sales returns and chargebacks allowance is considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. We have determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The expected value method estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome and is most appropriate when an entity has a large number of contracts that have similar characteristics. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale.
Our contract liability represents cash collections from our customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.
Inventories
Inventories consist principally of finished goods, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value. Inventory costs consist of product, duties and inbound shipping and handling costs. We assess the valuation of inventory and periodically write down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires us to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of revenues.
We review current business trends and forecasts, and inventory aging to determine adjustments which we estimate will be needed to liquidate existing excess inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market, as applicable. We believe that all inventory write-downs required at March 31, 2026, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of the current geopolitical conflicts and wars, supply chain and global logistics disruptions, and/or potential changes to trade policy, including the imposition of new or increased tariffs, it is possible that the required level of inventory reserves may need to be adjusted.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 — Summary of Significant Accounting Policies in our audited consolidated financial statements contained in this Annual Report on Form 10-K.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2025 10-K MD&A
SEC filing source: 0001819574-25-000024.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its consolidated subsidiaries. The audited consolidated financial statements as of March 31, 2025 and 2024 and for the fiscal years ended March 31, 2025, 2024 and 2023, respectively, present the financial position and results of operations and cash flows of BARK, Inc. and its wholly-owned subsidiaries.
Overview
We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.
We are an omnichannel brand serving dogs across two key categories: toys & accessories and consumables. All of our products are designed, developed, and branded by BARK. We leverage an ever-growing collection of first-party data, customer insights, and machine learning to deliver personalized products and experiences tailored to the needs of each and every dog we serve. Our products are sold direct-to-consumer (“DTC”) and through our network of retail partners, which currently spans over 50,000 doors nationwide and online marketplaces including Amazon and Chewy.
We began our journey with BarkBox – a monthly-themed subscription of toys and treats, tailored to the needs of each customer based on their dog’s size, play style, allergies, and more. By viewing each dog as an individual, and by creating magical experiences for our customers, we have been able to build lasting relationships with millions of dogs and their parents. Our customer service (“Happy Team”) proactively engages around 200,000 customers each month. We use the valuable data from these customer interactions to inform the design and development of future products, and we leverage it along with machine learning technology to recommend additional products to our customers through cross-selling and Add-to-Box (“ATB”).
In addition to being one of the largest dog toy brands in the U.S. by revenue, we also play in exciting, and much larger categories in the consumables space, which include kibble, treats, toppers, supplements, and dental products. These categories have significantly increased our total addressable market and the number of customers we can serve. We believe that our growing first-party dataset, strong brand, and loyal customer base afford us a meaningful advantage and opportunity to win market share in these newer categories.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”
Investments in growth
Our ability to increase the number of customers. total orders, and cross category purchasing is a key factor in our future DTC growth and will be driven by our marketing efforts and ability to continue to expand within the toys and consumables categories. As a result, we expect to continue to focus on long-term growth through investments in product offerings and the dog and dog parent experience. We are working to enhance our offerings and expand the
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breadth of the products and offerings especially in consumables. We expect to make additional investments in marketing to acquire new DTC customers.
Expansion of new offerings
Another key factor in our future performance is our ability to increase our average order value (“AOV”), which involves introducing new products into our portfolio. We expect to continue to invest in the expansion of our product offerings, particularly in the consumables space, as we seek to attract new customers as well as growing sales with our existing customers. This expansion may require additional financial investments in headcount, marketing, customer acquisition expenses, operational capabilities and inventory. If we are unable to generate sufficient demand for these new offerings, we may not recover the financial investments and revenue may not increase as desired.
Expansion within new and existing retail channels
Our commerce segment continues to be an important growth driver for the business and our ability to expand our product assortment within both new and existing retail partners remains a focus area. This expansion may also require increased investments in trade marketing, merchandising support, and logistics capabilities. If we are unable to successfully grow our retail presence or maintain strong partnerships, our ability to reach new customers and drive incremental revenue may be limited.
Certain macroeconomic and global events, conditions and challenges
In the past, we have experienced increases in inbound freight costs due to the challenges in the import market, as transpacific ships and trade lanes continue to be overburdened with volume and experience a significant shortage of equipment and capacity due to macroeconomic challenges affecting the global supply chain, including, for example, the COVID-19 pandemic. Increases in cost of goods, freight costs and supply chain disruptions may continue and could impact our business, in particular as a result of the imposition of tariffs and the uncertainty surrounding such tariffs and other global conditions. Other market factors or international events, such as increased inflation, war, rising tensions between the U.S. and China, and continued changes to trade policy, including the imposition of tariffs under alternative authority available to the executive branch of the US government.
Macroeconomic conditions and the related effects on levels of consumer spending impact our business as purchases of discretionary items tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty. Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines and uncertainty, home prices, credit availability and consumer debt levels, political instability due to war or other geopolitical factors and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have led to recession fears and created a challenging environment.
We cannot predict the duration or magnitude of the risks and challenges discussed above. Please refer to the “Cautionary Note Regarding Forward-Looking Statements” and those factors described under “Risk Factors” in this Annual Report on Form 10-K.
Key Performance Indicators
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our consolidated financial statements and the related notes and
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other financial information included elsewhere in this Annual Report on Form 10-K may not be comparable to similarly titled performance indicators used by other companies.
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Total Orders (in thousands) | 13,210 | 13,924 | ||||||
| Average Order Value | $31.04 | $31.34 | ||||||
| Direct to Consumer Gross Profit (in thousands)(1) | $271,012 | $278,868 | ||||||
| Direct to Consumer Gross Margin (1) | 66.1% | 63.9% |
(1) Direct to Consumer Gross Profit and Direct to Consumer Gross Margin does not include the revenue or cost of goods sold from BARK Air.
Total Orders
We define Total Orders as the total number of orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis.
Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period.
Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews and assesses the performance of the business.
Revenue
The Company generates revenue through its Direct to Consumer and Commerce segments, each of which participate in the sale of the Company’s Toys & Accessories and Consumables product lines. See below for additional information.
Toys & Accessories (“toys”)—The majority of our revenue in the toys category is derived from BarkBox and Super Chewer, which are subscription products that feature monthly themed boxes of premium-quality BARK toys and treats that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on a one month, three month, six month, or twelve month basis. During the life of their subscription, we offer our customers incremental products via ATB, which allows us to cross-sell customers across our full portfolio of products including kibble, treats, toppers, dental, and more.
We also sell toys through our network of retail partners. Today, the commerce segment accounts for 14% of total revenue. This distribution channel allows us to reach new customers and introduce them to the BARK brand.
Our toys & accessories category also includes revenue derived from the sale of other products such as beds, leashes, apparel, and other accessories.
This category generated approximately $262.3 million of revenue in fiscal 2025, down 8% compared to fiscal 2024. While toys & accessories remain a core component of our offering and brand identity in fiscal 2026, we are actively reallocating resources toward our consumables and services categories as we expect toys to face headwinds due to macroeconomic factors, shifting consumer behavior, and newly imposed tariffs on imports from China, where the majority of our toys are currently sourced. The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.
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Consumables—The majority of our consumables revenue today is derived from the treats and chews that are included in our BarkBox and Super Chewer boxes. Over the past several years, the Company has expanded into new and larger consumables markets such as kibble, toppers, supplements and dental products. The Company sells its consumables products both DTC (through Bark.co) and through its retail footprint.
Treats— Includes treats and chews included in our BarkBox and Super Chewer boxes, as well as the sale of treats on our Bark.co. Many of our treats feature monthly themes, similar to our toys. Today, BARK is one of the largest treat brands in the U.S. by revenue. The Company also began selling its treats in over 2,400 doors nationwide in Spring of 2024. The Company has been expanding its treat offering among other partners, including Amazon, Chewy, and Meijer and anticipates further expansion in the year ahead.
Toppers—Includes meal-enhancing sprinkles, broths, and bites that are added to a dog’s meal to enhance the flavor of their food. These toppers are often single ingredient proteins that can be easily added to a dog’s existing meal plan. Toppers are particularly beneficial for picky eaters.
Supplements—Includes a variety of dog supplements such as hip and joint support, and skin and coat support. These products are often targeted at specific breeds that are prone to certain ailments.
Kibble—We sell a variety of kibble, priced to compete with the premium category. Our kibble can be purchased on an individual or autoship basis.
Dental—Also known as BARK Bright, this category includes a variety of chews and toothpastes aimed at improving your dog’s dental health. BARK Bright eliminates the arduous task of brushing a dog’s teeth while still effectively fighting germs and bad breath. Our BARK Bright dental kit provides an innovative regimen for dog dental care.
Overall, we see significant runway in our consumables category in both our Direct to Consumer and commerce segments, long-term. As of fiscal 2025, consumables represent approximately one-third of total revenue and are sourced almost entirely from domestic partners, providing greater insulation from geopolitical risks and tariff impacts.
BARK Air—Announced in April 2024, BARK Air is a first-of-its kind air travel experience tailored to dogs. The Company is partnered with several charter companies offering premium flights for customers and their dogs. Interested parties can book flights at dogsflyfirst.com. Our charter partners are responsible for all aircraft, pilots, maintenance, and insurance, allowing BARK to focus on creating a great travel experience for dogs and their people worldwide. We believe this initiative exemplifies the Company’s dog-first approach to curating the best products and services. In its first fiscal year, BARK Air generated $5.8 million of revenue with strong utilization rates and customer demand. As our flagship entry into the services category, BARK Air is part of a broader strategy to expand into premium, differentiated dog services. With new routes, expanded partnerships, and high early engagement, we believe BARK Air and future services represent a meaningful long-term growth opportunity. This category is currently included in our Direct to Consumer segment.
Overall, we see significant runway in our consumables category long-term, and anticipate the majority of our future to be driven by these product categories along with services, like BARK Air.
Cost of Revenue
Cost of revenue primarily consists of the purchase price of inventory sold, duties, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.
Operating Expenses
Operating expenses consist of general and administrative and advertising and marketing expenses.
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General and Administrative
General and administrative expenses consists primarily of compensation and benefit expenses, including stock-based compensation, fulfillment and shipping costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers. General and administrative expenses also includes fees charged by third parties that provide payment processing services, office expense, including rent, insurance and professional service fees.
Advertising and Marketing
Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.
Interest Income
Interest income primarily consists of income earned on our money market funds and interest-bearing deposit accounts.
Interest Expense
Interest expense primarily consists of interest incurred under our 2025 Convertible Notes, and amortization of debt issuance costs.
Other Income, Net
Other income, net, primarily consists of changes in the fair value of our warrant liabilities and loss on extinguishment of debt.
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Results of Operations
We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our audited consolidated financial statements for the fiscal years ended March 31, 2025, 2024, and 2023 included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |||||||||||||
| (in thousands) | |||||||||||||||||
| Consolidated Statement of Operation Data: | |||||||||||||||||
| Revenue | |||||||||||||||||
| Direct to Consumer | $ | 415,837 | $ | 436,446 | $ | 471,994 | (4.7) | % | (7.5) | % | |||||||
| Commerce | 68,345 | 53,738 | 63,321 | 27.2 | % | (15.1) | % | ||||||||||
| Total revenue | 484,182 | 490,184 | 535,315 | (1.2) | % | (8.4) | % | ||||||||||
| Cost of revenue | |||||||||||||||||
| Direct to Consumer | 145,011 | 157,578 | 186,666 | (8.0) | % | (15.6) | % | ||||||||||
| Commerce | 37,183 | 30,454 | 40,534 | 22.1 | % | (24.9) | % | ||||||||||
| Total cost of revenue | 182,194 | 188,032 | 227,200 | (3.1) | % | (17.2) | % | ||||||||||
| Gross profit | 301,988 | 302,152 | 308,115 | (0.1) | % | (1.9) | % | ||||||||||
| Operating expenses: | |||||||||||||||||
| Advertising and marketing | 83,756 | 79,282 | 68,807 | 5.6 | % | 15.2 | % | ||||||||||
| General and administrative | 253,380 | 268,390 | 303,139 | (5.6) | % | (11.5) | % | ||||||||||
| Total operating expenses | 337,136 | 347,672 | 371,946 | (3.0) | % | (6.5) | % | ||||||||||
| Loss from operations | (35,148) | (45,520) | (63,831) | (22.8) | % | (28.7) | % | ||||||||||
| Interest income | 4,926 | 7,533 | 1,056 | (34.6) | % | N/M | |||||||||||
| Interest expense | (2,788) | (4,351) | (5,428) | (35.9) | % | (19.8) | % | ||||||||||
| Other income, net | 132 | 5,328 | 6,684 | (97.5) | % | (20.3) | % | ||||||||||
| Net loss before income taxes | (32,878) | (37,010) | (61,519) | (11.2) | % | (39.8) | % | ||||||||||
| Provision for income taxes | — | — | — | 0.0 | % | 0.0 | % | ||||||||||
| Net loss | $ | (32,878) | $ | (37,010) | $ | (61,519) | (11.2) | % | (39.8) | % | |||||||
| N/M means not meaningful. |
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Comparison of the Fiscal Years Ended March 31, 2025 and March 31, 2024
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 415,837 | 436,446 | (20,609) | (4.7) | % | |||||||||
| Commerce | 68,345 | 53,738 | 14,607 | 27.2 | % | |||||||||
| Total revenue | $ | 484,182 | $ | 490,184 | $ | (6,002) | (1.2) | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 85.9 | % | 89.0 | % | ||||||||||
| Commerce | 14.1 | % | 11.0 | % |
Direct to Consumer revenue decreased by $20.6 million, or 4.7%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This decrease was primarily driven by a 5.1%, or 0.7 million decrease in Total Orders, in addition to a $0.30 or 1.0% decrease in AOV. Fiscal year 2025 Direct to Consumer revenue included $5.8 million of BARK Air revenue.
Commerce revenue increased by $14.6 million, or 27.2%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This increase was primarily driven by sales volume from existing and new customers.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 270,826 | $ | 278,868 | $ | (8,042) | (2.9) | % | ||||||
| Commerce | 31,162 | 23,284 | 7,878 | 33.8 | % | |||||||||
| Total gross profit | $ | 301,988 | $ | 302,152 | $ | (164) | (0.1) | % | ||||||
| Percentage of revenue | 62.4 | % | 61.6 | % |
Direct to Consumer gross profit decreased by $8.0 million, and Commerce gross profit increased by $7.9 million, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue. The increase in Commerce gross profit is primarily attributable to an increase in revenue.
Gross profit as a percentage of revenue increased 70 basis points for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Direct to Consumer gross margin was 65.1%, 120 basis points and Commerce gross margin was 45.6%, 230 basis points higher than the same period last year, respectively. The increase in gross margin is primarily attributable to lower inbound freight and product cost improvements.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other general and administrative | 114,257 | 128,576 | (14,319) | (11.1) | % | |||||||||
| Shipping and fulfillment | 139,123 | 139,814 | (691) | (0.5) | % | |||||||||
| Total General and administrative | $ | 253,380 | $ | 268,390 | $ | (15,010) | (5.6) | % | ||||||
| Percentage of revenue | 52.3 | % | 54.8 | % |
General and administrative expense decreased by $15.0 million, or 5.6%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. This decrease during the period was primarily due to: decreased shipping and fulfillment costs of $0.7 million attributable to lower direct to consumer volumes, decreased compensation expense of $6.7 million due to a decrease in headcount and decreased consulting expense of $2.2 million, as the business continued to manage its cost base. In addition, there was a $2.4 million benefit from the release of sales tax reserves relating to tax years for which the liability has been settled or the statute of limitations has expired. The remaining decrease in general and administrative costs is due to a reduction in rent, office expenses, and other expenses.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 83,756 | $ | 79,282 | $ | 4,474 | 5.6 | % | ||||||
| Percentage of revenue | 17.3 | % | 16.2 | % |
Advertising and marketing expense increased by $4.5 million, or 5.6%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The increase is attributable to increased marketing spend to acquire a higher volume of new subscribers.
Interest Income
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest income | $ | 4,926 | $ | 7,533 | $ | (2,607) | (34.6) | % | ||||||
| Percentage of revenue | 1.0 | % | 1.5 | % |
Interest income decreased by $2.6 million for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in interest income is due to an overall decrease in cash in interest-bearing deposit accounts in line with the deployment of cash for the partial debt repayment of $44.4 million during the fiscal third quarter ended December 31, 2023 and share repurchases of $24.7 million as part of the share repurchase program which began during the fiscal second quarter ended September 30, 2023.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (2,788) | $ | (4,351) | $ | 1,563 | (35.9) | % | ||||||
| Percentage of revenue | (0.6) | % | (0.9) | % |
Interest expense decreased by $1.6 million, or 35.9%, for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Interest expense for each period is derived from the Company’s 2025 Convertible Notes. The decrease is attributable to the partial debt repayment of $44.4 million during the fiscal third quarter ended December 31, 2023.
Other Income, net
| Fiscal Year Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | |||||||||
| ( in thousands) | ||||||||||||
| Other income, net | 132 | 5,328 | $ | (5,196) | (97.5) | % | ||||||
| Percentage of revenue | — | % | 1.1 | % |
Other income, net decreased by $5.2 million for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in other income, net was primarily due to the gain on extinguishment of debt in prior year of $1.8 million, as well as a decrease in the change of the fair value of our warrant liabilities of $3.2 million.
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Comparison of the Fiscal Years Ended March 31, 2024 and March 31, 2023
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 436,446 | 471,994 | (35,548) | (7.5) | % | |||||||||
| Commerce | 53,738 | 63,321 | (9,583) | (15.1) | % | |||||||||
| Total revenue | $ | 490,184 | $ | 535,315 | $ | (45,131) | (8.4) | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 89.0 | % | 88.2 | % | ||||||||||
| Commerce | 11.0 | % | 11.8 | % |
Direct to Consumer revenue decreased by $35.5 million, or 7.5%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease was primarily driven by a 6.5%, or $1.0 million decrease in Total Orders, in addition to a $0.36 or 1.1% decrease in AOV.
Commerce revenue decreased by $9.6 million, or 15.1%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease was primarily driven by a decrease in sales volume related to inventory reduction initiatives by our retail partners, and macroeconomic pressures on our more discretionary categories.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 278,868 | $ | 285,328 | $ | (6,460) | (2.3) | % | ||||||
| Commerce | 23,284 | 22,787 | 497 | 2.2 | % | |||||||||
| Total gross profit | $ | 302,152 | $ | 308,115 | $ | (5,963) | (1.9) | % | ||||||
| Percentage of revenue | 61.6 | % | 57.6 | % |
Direct to Consumer gross profit decreased by $6.5 million, and Commerce gross profit increased by $0.5 million, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue. The increase in Commerce gross profit is primarily attributable to inbound freight and product cost improvements.
Gross profit as a percentage of revenue increased 410 basis points for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. Direct to Consumer gross margin was 63.9%, 340 basis points and Commerce gross margin was 43.3%, 730 basis points higher than the same period last year, respectively. The increase in gross margin is primarily attributable to lower inbound freight and product cost improvements.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other general and administrative | 128,576 | 146,135 | (17,559) | (12.0) | % | |||||||||
| Shipping and fulfillment | 139,814 | 157,004 | (17,190) | (10.9) | % | |||||||||
| Total General and administrative | $ | 268,390 | $ | 303,139 | $ | (34,749) | (11.5) | % | ||||||
| Percentage of revenue | 54.8 | % | 56.6 | % |
General and administrative expense decreased by $34.7 million, or 11.5%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease during the period was primarily due to a decrease of $17.2 million in shipping and fulfillment expense due to lower volumes and lower rates from vendor consolidation, decreased rent and office expense of $3.5 million and decreased donation expense of $1.5 million. Additionally, as a result of our cost cutting initiatives announced in February of fiscal year 2023 and July of fiscal year 2024, compensation expense decreased $8.7 million due to a decrease in headcount, and consulting and legal fees decreased by $5.1 million.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 79,282 | $ | 68,807 | $ | 10,475 | 15.2 | % | ||||||
| Percentage of revenue | 16.2 | % | 12.9 | % |
Advertising and marketing expense increased by $10.5 million, or 15.2%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The increase is attributable to increased marketing spend.
Interest Income
| Fiscal Year Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| ( in thousands) | |||||||||||||
| Interest income | $ | 7,533 | $ | 1,056 | $ | 6,477 | N/M | ||||||
| Percentage of revenue | 1.5 | % | 0.2 | % | |||||||||
| N/M means not meaningful |
Interest income increased by $6.5 million for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This increase is due to the interest earned on our money market account and interest-bearing checking accounts.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (4,351) | $ | (5,428) | $ | 1,077 | (19.8) | % | ||||||
| Percentage of revenue | (0.9) | % | (1.0) | % |
Interest expense decreased by $1.1 million, or 19.8%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. Interest expense for each period is derived from the Company’s 2025 Convertible Notes. This decrease is attributable to the partial debt extinguishment in early November 2023, decreasing interest expense for the remainder of the fiscal year.
Other Income, net
| Fiscal Year Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||
| ( in thousands) | ||||||||||||
| Other income, net | 5,328 | 6,684 | $ | (1,356) | (20.3) | % | ||||||
| Percentage of revenue | 1.1 | % | 1.2 | % |
Other income, net decreased by $1.4 million for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The decrease in other income, net was primarily due to the $2.6 million decrease of income related to the changes in fair value of our warrant liabilities, offset by the gain on extinguishment of debt for $1.8 million.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted Net Loss, Adjusted Net Loss Margin, Adjusted Net Loss Per Common Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.
We calculate Adjusted Net Loss as net loss, adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax income, (4) restructuring charges related to reduction in force payments, (5) gain on extinguishment of debt, (6) litigation expenses (consisting of legal and related fees for a specific proceeding that is outside of our ordinary course of business), (7) warehouse restructuring costs, (8) non-cash impairment of previously capitalized software and cloud computing implementation costs, (9) technology modernization costs, and (10) other items (as defined below).
We calculate Adjusted Net Loss Margin by dividing Adjusted Net Loss for the period by Revenue for the period.
We calculate Adjusted Net Loss Per Common Share by dividing Adjusted Net Loss for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) interest income, (2) interest expense (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) capitalized cloud computing amortization, (7) sales and use tax income, (8) restructuring charges related to reduction in force payments, (9) gain on extinguishment of debt, (10) litigation expenses (consisting of legal and related fees for a specific proceeding that is outside of our ordinary course of business), (11) warehouse
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restructuring costs, (12) non-cash impairment of previously capitalized software and cloud computing implementation costs, (13) technology modernization costs, and (14) other items (as defined below).
We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.
We calculate Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures.
The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with U.S. GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with U.S. GAAP, provide meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures are helpful to our investors as they are measures used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for our company, (4) Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense, and (5) Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting their usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net loss and other results stated in accordance with U.S. GAAP.
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The following table presents a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin, Adjusted net loss margin and Adjusted net loss per common share for the periods presented:
Adjusted Net Loss
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| Net loss | $ | (32,878) | $ | (37,010) | $ | (61,519) | |||||
| Stock-based compensation expense | 12,735 | 12,931 | 14,811 | ||||||||
| Change in fair value of warrants and derivatives | 521 | (2,738) | (5,350) | ||||||||
| Sales and use tax income (1) | (2,417) | (487) | (365) | ||||||||
| Restructuring | 3,829 | 1,660 | 1,763 | ||||||||
| Gain on extinguishment of debt | — | (1,828) | — | ||||||||
| Litigation expenses (2) | 1,839 | 175 | — | ||||||||
| Warehouse restructuring costs | 4,738 | 814 | — | ||||||||
| Impairment of assets | 3,599 | 3,079 | 2,065 | ||||||||
| Technology modernization (3) | 2,400 | 684 | — | ||||||||
| Other items (4) | 1,316 | 2,698 | 3,531 | ||||||||
| Adjusted net loss | $ | (4,318) | $ | (20,022) | $ | (45,064) | |||||
| Net loss margin | (6.79) | % | (7.55) | % | (11.49) | % | |||||
| Adjusted net loss margin | (0.89) | % | (4.08) | % | (8.42) | % | |||||
| Adjusted net loss per common share - basic and diluted | $ | (0.02) | $ | (0.11) | $ | (0.26) | |||||
| Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted | 174,399,565 | 177,260,581 | 176,717,509 |
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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin and Adjusted EBITDA margin for the periods presented:
Adjusted EBITDA
| Fiscal Year Ended March 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (32,878) | $ | (37,010) | $ | (61,519) | |||||
| Interest income | (4,926) | (7,533) | (1,056) | ||||||||
| Interest expense | 2,788 | 4,351 | 5,428 | ||||||||
| Depreciation and amortization expense | 11,222 | 12,602 | 9,427 | ||||||||
| Stock-based compensation expense | 12,735 | 12,931 | 14,811 | ||||||||
| Change in fair value of warrants and derivatives | 521 | (2,738) | (5,350) | ||||||||
| Cloud computing amortization | 594 | — | — | ||||||||
| Sales and use tax income (1) | (2,417) | (487) | (365) | ||||||||
| Restructuring | 3,829 | 1,660 | 1,763 | ||||||||
| Gain on extinguishment of debt | — | (1,828) | — | ||||||||
| Litigation expenses (2) | 1,839 | 175 | — | ||||||||
| Warehouse restructuring costs | 4,738 | 814 | — | ||||||||
| Impairment of assets | 3,599 | 3,079 | 2,065 | ||||||||
| Technology modernization (3) | 2,400 | 684 | — | ||||||||
| Other items (4) | 1,316 | 2,698 | 3,531 | ||||||||
| Adjusted EBITDA | $ | 5,360 | $ | (10,602) | $ | (31,265) | |||||
| Net loss margin | (6.79) | % | (7.55) | % | (11.49) | % | |||||
| Adjusted EBITDA margin | 1.11 | % | (2.16) | % | (5.84) | % |
(1)Sales and use tax (income) expense relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax. Subsequently, as certain of these liabilities are waived by tax authorities or the applicable statute of limitations expires, the related accrued liability is reversed.
(2)Litigation expenses related to a shareholder class action complaint, see Item 3. Legal Proceedings.
(3)Includes consulting fees related to technology transformation activities, and payroll costs for employees that dedicate significant time to this project. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time unification of our product offerings on our new commerce platform. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business.
(4)For the fiscal year ended March 31, 2025, other items is comprised of executive transition costs of $0.8 million, costs associated with the share repurchase program of $0.4 million, and duplicate headquarters rent of less than $0.1 million. For the fiscal year ended March 31, 2024, other items comprised of non-recurring retention payments to management of $1.4 million, executive transition costs of $1.3 million, tax penalties of less than $0.1 million, and duplicate headquarters rent of less than $0.1 million. For fiscal year ended March 31, 2023, other items is comprised of executive transition costs of $1.7 million, duplicate headquarters rent of $1.7 million, and tax penalties of $0.1 million.
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The following table presents a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure prepared in accordance with U.S. GAAP, for each of the periods indicated:
Free Cash Flow
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Free cash flow reconciliation: | ||||||||||
| Net cash provided by (used in) operating activities | $ | (7,079) | $ | 6,060 | $ | 4,694 | ||||
| Capital expenditures | (6,157) | (8,831) | (21,320) | |||||||
| Free cash flow | $ | (13,236) | $ | (2,771) | $ | (16,626) |
Liquidity and Capital Resources
As of March 31, 2025, we had cash and cash equivalents of approximately $94.0 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and proceeds from borrowings (as defined below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we are in compliance with as of March 31, 2025 and expect to be in compliance with during the next 12 months.
Our material cash requirements include our lease arrangements for corporate offices, warehouses and certain equipment. As of March 31, 2025, we had fixed lease payment obligations of $42.6 million, with $5.8 million payable within 12 months.
2025 Convertible Notes
On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.
The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1 of each year commencing December 1, 2021, compounded annually. As of March 31, 2025, the effective interest rate is 6.60%. The accrued interest of $2.2 million and $2.1 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2024 and 2023, respectively.
If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.
The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of March 31, 2025. Therefore, the Company did not record a derivative liability related to these features as of March 31, 2025. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.
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On November 2, 2023, the Company repurchased $45.0 million of the $83.5 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 (the “2025 Convertible Notes”) from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “Agreement”) among the Company and the Holders.
Pursuant to the Agreement, the Company repurchased $45.0 million in aggregate principal amount of the 2025 Convertible Notes plus $2.2 million of accrued and unpaid interest thereon to, but excluding the repurchase date, from the Holders for a total cash purchase price of $44.4 million. In addition, $1.0 million of unamortized deferred financing fees were derecognized from the Company’s balance sheet on the date of extinguishment. The accelerated deferred financing fees were recognized as a component of gain on extinguishment of debt. The Company recognized a gain on debt extinguishment of $1.8 million in connection with the repurchase. If a Change of Control (as defined in the Indenture) of the Company occurs at any time after the date of the Agreement and prior to the December 1, 2025 maturity date of the Notes, the Holders are also entitled to receive an additional cash “true-up” payment from the Company, totaling, in the aggregate for all Holders, either (i) $11.3 million in the case that the Company elects to redeem all of the Notes outstanding at the time of such Change of Control or (ii) $4.5 million in the case that the Holders elect to require the Company to repurchase all of the 2025 Convertible Notes outstanding at the time of such Change of Control, in each case, in accordance with the terms and conditions specified in the Agreement.
As of March 31, 2025 and March 31, 2024, the Company had $42.9 million and $40.6 million, respectively, of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.
Western Alliance Bank—Line of Credit and Term Loan
In October 2017, the Company entered into a loan and security agreement and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provides for a revolving line of credit (as amended, the “Credit Facility”) in an aggregate principal amount of up to $35.0 million, including a $10.0 million sublimit for letters of credit of which $9.2 million has been issued. The Credit Facility is subject to borrowing base limitations derived from advance rates derived from the Company’s eligible subscription revenues and eligible accounts receivable. The Credit Facility has been amended several times, most recently in January 2025. After giving effect to this most recent amendment, the maturity date of the Credit Facility is September 2, 2025. Certain of the Company’s obligations to Western Alliance and under the Credit Facility are guaranteed by certain of its subsidiaries and secured by substantially all of their assets. The Company is evaluating alternative options or further renewal of this Credit Facility.
The interest rate for borrowings under the Credit Facility is equal to (a)(i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time and (ii) five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.
The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.
The Credit Facility requires the Company to comply with certain financial and performance covenants, including, among other things, minimum cash deposits with Western Alliance. The Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, making payments in respect of subordinated debt or our 2025 Convertible Notes, incurring indebtedness, making loans and investments, incurring liens, or entering into mergers, asset sales and transactions with affiliates.
As of March 31, 2025 and March 31, 2024, there were no outstanding borrowings under the Credit Facility. As of March 31, 2025 and March 31, 2024, the Company was compliant with its financial covenants.
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Cash Flows
Comparison of the Fiscal Years Ended March 31, 2025, 2024 and 2023.
The following table summarizes our cash flows for the fiscal years ended March 31, 2025, 2024 and 2023:
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| (in thousands) | ||||||||||
| Net cash provided by (used in) operating activities | $ | (7,079) | $ | 6,060 | $ | 4,694 | ||||
| Net cash used in investing activities | (6,157) | (8,831) | (21,145) | |||||||
| Net cash provided by (used in) financing activities | (19,870) | (49,615) | (2,099) | |||||||
| Effect of exchange rate changes on cash | (69) | 24 | (62) | |||||||
| Net increase (decrease) in cash and restricted cash | $ | (33,174) | $ | (52,362) | $ | (18,612) |
Cash flows provided by (used in) Operating Activities
Net cash flows in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.
Net cash flows used in operating activities is derived by adjusting our net loss for:
•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses; and
•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.
For the fiscal year ended March 31, 2025, net cash used in operating activities was $7.1 million. The $7.1 million of net cash used in by operating activities consisted of net loss of $32.9 million adjusted for non-cash charges totaling $36.9 million and a net increase of $11.1 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $12.7 million for stock based compensation, $11.2 million for depreciation and amortization, and $4.5 million of non-cash lease expense. The increase in our net operating assets and liabilities was primarily driven by an increase in inventory of $5.5 million, a reduction in our operating lease liabilities of $5.3 million, and a reduction in deferred revenue of $4.7 million, offset by an increase of accounts payable and accrued expenses of $11.7 million.
For the fiscal year ended March 31, 2024, net cash provided by operating activities was $6.1 million. The $6.1 million of net cash provided by operating activities consisted of net loss of $37.0 million adjusted for non-cash charges totaling $30.5 million and a net decrease of $12.5 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $12.9 million for stock based compensation, $12.6 million for depreciation and amortization, and $4.1 million of non-cash lease expense. The decrease in our net operating assets and liabilities was primarily driven by a reduction in inventory of $40.7 million offset by a decrease of accounts payable and accrued expenses of $17.8 million.
For the fiscal year ended March 31, 2023, net cash provided by operating activities was $4.7 million. The $4.7 million of net cash provided by operating activities consisted of net loss of $61.5 million adjusted for non-cash charges totaling $26.3 million and a net increase of $39.9 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $14.8 million for stock based compensation, $9.4 million for depreciation and amortization, and $4.9 million of non-cash lease expense. The increase in our net operating assets and liabilities was
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driven by a reduction in inventory of $33.5 million and proceeds from tenant improvement allowances of $7.4 million.
Cash flows used in Investing Activities
For the fiscal year ended March 31, 2025, net cash used in investing activities was $6.2 million, primarily due to capital expenditures for warehouse equipment and software implementation.
For the fiscal year ended March 31, 2024, and 2023, net cash used in investing activities was $8.8 million and $21.1 million, respectively, primarily due to capital expenditures for warehouse machinery, leasehold improvements, equipment, and software implementations.
Cash flows provided by (used in) Financing Activities
For the fiscal year ended March 31, 2025, net cash used in financing activities was $19.9 million, primarily due to payments to repurchase common stock of $18.5 million.
For the fiscal year ended March 31, 2024, net cash used in financing activities was $49.6 million, primarily due to the partial payment of long-term debt of $42.3 million and payments to repurchase common stock of $6.2 million.
For the fiscal year ended March 31, 2023, net cash used in financing activities was $2.1 million, primarily due to payments for finance lease obligations.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
This discussion and analysis of financial condition and results of operation is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimate and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies are described in greater details in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included in this Annual Report on Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. We have listed below our critical accounting estimates that we believe to have the greatest potential impact on our audited consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Revenue Recognition
Our primary sources of revenue are from sales of toys & accessories and consumables through our Direct to Consumer and Commerce segments. We recognize revenue upon delivery of products and services to our customer, as applicable. The recognition of revenue is determined through application of the following five-step model:
•Identification of the contract(s) with customers, as applicable;
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•Identification of the performance obligation(s) in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligation(s) in the contract; and
•Recognition of revenue when or as the performance obligation(s) is satisfied.
Discounts are considered fixed consideration and represent a fixed reduction to revenue for each performance obligation. The sales returns and chargebacks allowance is considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. We have determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The expected value method estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome and is most appropriate when an entity has a large number of contracts that have similar characteristics. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale.
Our contract liability represents cash collections from our customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.
Inventories
Inventories consist principally of finished goods, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value. Inventory costs consist of product, duties and inbound shipping and handling costs. We assess the valuation of inventory and periodically write down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires us to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of revenues.
We review current business trends and forecasts, and inventory aging to determine adjustments which we estimate will be needed to liquidate existing excess inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market, as applicable. We believe that all inventory write-downs required at March 31, 2025, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of the current war in the Ukraine and its broader macroeconomic implications or the COVID-19 pandemic and the supply chain, logistics disruptions globally, and potential changes to trade policy, including the imposition of new or increased tariffs it is possible that the required level of inventory reserves may need to be adjusted.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 — Summary of Significant Accounting Policies in our audited consolidated financial statements contained in this Annual Report on Form 10-K.
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FY 2024 10-K MD&A
SEC filing source: 0001819574-24-000025.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its consolidated subsidiaries. The audited consolidated financial statements as of March 31, 2024 and 2023 and for the fiscal years ended March 31, 2024, 2023 and 2022, respectively, present the financial position and results of operations and cash flows of BARK, Inc. and its wholly-owned subsidiaries.
Overview
We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.
We are a vertically integrated, omnichannel brand serving dogs across two key categories: toys & accessories and consumables. All of our products are designed, developed, and branded by BARK. We leverage an ever-growing collection of first-party data, customer insights, and machine learning to deliver personalized products and experiences tailored to the needs of each and every dog we serve. Our products are sold direct-to-consumer (“DTC”) and through our network of retail partners, which currently spans over 40,000 doors nationwide.
We began our journey with BarkBox – a monthly-themed subscription of toys and treats, tailored to the needs of each customer based on their dog’s size, play style, allergies, and more. By viewing each dog as an individual, and by creating magical experiences for our customers, we have been able to build lasting relationships with millions of dogs and their parents. Our customer service (“Happy Team”) proactively engages around 200,000 customers each month. We use the valuable data from these customer interactions to inform the design and development of future products, and we leverage it along with machine learning technology to recommend additional products to our customers through cross-selling and Add-to-Box (“ATB”).
More recently, we have entered exciting, and much larger categories in the consumables space, which include kibble, treats, toppers, supplements, and dental products. This expansion has significantly increased our total addressable market and the number of customers we can serve. We believe that our growing first-party dataset, strong brand, and loyal customer base afford us a meaningful advantage and opportunity to win market share in these newer categories.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”
Investments in growth
Our ability to increase the number of total orders and cross category purchasing is a key factor in our future growth and will be driven by our marketing and from the development of new products, primarily in the consumables space. As a result, we expect to continue to focus on long-term growth through investments in product offerings and the dog and dog parent experience. We are working to enhance our offerings and expand the breadth of the products and offerings especially in consumables. We expect to make additional investments in marketing to acquire new customers.
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Expansion of new offerings
Another key factor in our future performance is our ability to increase our average order value (“AOV”), which involves introducing new products into our portfolio. We expect to continue to invest in the expansion of our product offerings, particularly in the consumables space, as we seek to attract new customers as well as growing sales with our existing customers. This expansion may require additional financial investments in headcount, marketing, customer acquisition expenses, operational capabilities and inventory. If we are unable to generate sufficient demand for these new offerings, we may not recover the financial investments and revenue may not increase as desired.
Certain macroeconomic and global events, conditions and challenges
In the past, we have experienced increases in inbound freight costs due to the challenges in the import market, as transpacific ships and trade lanes continue to be overburdened with volume and experience a significant shortage of equipment and capacity due to macroeconomic challenges affecting the global supply chain, including, for example, the COVID-19 pandemic. Increases in freight costs and supply chain disruptions may continue and could impact our business, in particular as a result of global conditions that are created or driven by market factors or international events, such as increased inflation, war in Israel and the Ukraine and rising tensions between the U.S. and China.
Macroeconomic conditions and the related effects on levels of consumer spending impact our business as purchases of discretionary items tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty. Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines and uncertainty, home prices, credit availability and consumer debt levels, political instability due to war or other geopolitical factors and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have led to recession fears and created a challenging environment.
We cannot predict the duration or magnitude of the risks and challenges discussed above. Please refer to the “Cautionary Note Regarding Forward-Looking Statements” and those factors described under “Risk Factors” in this Annual Report on Form 10-K.
Key Performance Indicators
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K may not be comparable to similarly titled performance indicators used by other companies.
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Total Orders (in thousands) | 13,924 | 14,888 | ||||||
| Average Order Value | $31.34 | $31.70 | ||||||
| Direct to Consumer Gross Profit (in thousands) | $278,868 | $285,328 | ||||||
| Direct to Consumer Gross Margin | 63.9% | 60.5% |
Total Orders
We define Total Orders as the total number of orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis.
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Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period.
Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews and assesses the performance of the business.
Revenue
The Company generates revenue through its Direct to Consumer and Commerce segments, each of which participate in the sale of the Company’s Toys & Accessories and Consumables product lines. See below for additional information.
Toys & Accessories (“toys”)—The majority of our revenue in the toys category is derived from BarkBox and Super Chewer, which are subscription products that feature monthly themed boxes of premium-quality BARK toys and treats that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on a one month, six month, or twelve month basis. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box. During the life of their subscription, we offer customers incremental products via ATB, which allows us to cross-sell customers into our full portfolio of products, including kibble, treats, toppers, dental and more. ATB revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the subscriber.
We also sell toys through our Commerce segment which is a network of retail partners and online major market places. This distribution channel allows us to reach new customers and introduce them to the BARK brand. Commerce revenue derived from our retail partners is recognized net of estimates for sales returns, discounts, markdowns and allowances, after the goods are shipped, or when the retail customer picks up the goods directly from one of our distribution points and control of the goods is transferred to the customer. Online marketplaces revenue is recognized upon delivery of goods to the end customer.
Our toys category also includes revenue derived from the sale of other products such as beds, leashes, apparel, and other miscellaneous products.
Consumables—The majority of our consumables revenue today is derived from the treats and chews that are included in our BarkBox and Super Chewer boxes. Over the past several years, the Company has expanded into new and larger consumables markets such as kibble, toppers, supplements and dental products. To sell these products, the Company recently launched a new website, www.bark.co, which contains the majority of its consumables portfolio, all of which can be purchased on a recurring, auto-ship, or one-off basis. Revenue related to BARK.co is recognized at a point in time, as control is transferred to the customer upon each delivery.
Treats— Includes treats and chews included in our BarkBox and Super Chewer boxes, as well as the sale of treats on our consumables website. Many of our treats feature monthly themes, similar to our toys. Today, BARK is one of the largest treat brands in the U.S. by revenue. The Company recently began selling its treats through 2,400 Target and PetSmart doors nationwide and anticipates further retail distribution in the future.
Toppers—Includes meal-enhancing sprinkles, broths and bites that are added to a dog’s food to enhance the flavor of their food. These toppers are often single ingredient proteins that can be easily added to a dog’s existing meal plan. Toppers are particularly beneficial for picky eaters.
Supplements—Includes a variety of dog supplements such as hip and joint support, and skin and coat support. These products are often targeted at specific breeds that are prone to certain ailments.
Kibble—We sell a variety of kibble, priced to compete with the mass premium category. While our kibble can be purchased on an individual basis, we entered this market with a breed-based approach that recommends meal plans
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consisting of a mix of kibble, toppers, and supplements based on the characteristics and personalities of various dog breeds. For example,because German Shepherds are prone to hip issues, we recommend hip and joint support supplements with the purchase of their kibble. If that dog is also a picky eater, we will recommend adding one of our toppers. This enhances our average order value and margin profile.
Dental—Also known as BARK Bright, this category includes a variety of chews and toothpastes aimed at improving your dog’s dental health. BARK Bright eliminates the arduous task of brushing a dog’s teeth while still effectively fighting germs and bad breath. Our BARK Bright dental kit provides an innovative regimen for dog dental care.
Overall, we see significant runway in our consumables category long-term, and anticipate the majority of our future growth may be driven by these product categories.
BARK Air—A first-of-its kind air travel experience tailored to dogs. The Company partnered with a jet charter company to begin offering premium flights for customers and their dogs. Interested parties can book flights at dogsflyfirst.com. Our charter partner is responsible for all aircraft, crew, maintenance, and insurance, allowing BARK to focus on creating a great travel experience for dogs and their people worldwide. We believe this initiative exemplifies the Company’s dog-first approach to curating the best products and services.
Cost of Revenue
Cost of revenue primarily consists of the purchase price of inventory sold, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.
Operating Expenses
Operating expenses consist of general and administrative and advertising and marketing expenses.
General and Administrative
General and administrative expenses consists primarily of compensation and benefit expenses, including stock-based compensation, fulfillment and shipping costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers. General and administrative expenses also includes fees charged by third parties that provide payment processing services, office expense, including rent, insurance and professional service fees.
Advertising and Marketing
Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.
Interest Income
Interest income primarily consists of income earned on our money market funds and interest-bearing deposit accounts.
Interest Expense
Interest expense primarily consists of interest incurred under our 2025 Convertible Notes, and amortization of debt issuance costs.
Other Income, Net
Other income, net, primarily consists of changes in the fair value of our warrant liabilities and loss on extinguishment of debt.
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Results of Operations
We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our audited consolidated financial statements for the fiscal years ended March 31, 2024, 2023, and 2022 included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 vs 2023 | 2023 vs 2022 | |||||||||||||
| (in thousands) | |||||||||||||||||
| Consolidated Statement of Operation Data: | |||||||||||||||||
| Revenue | |||||||||||||||||
| Direct to Consumer | $ | 436,446 | $ | 471,994 | $ | 448,074 | (7.5) | % | 5.3 | % | |||||||
| Commerce | 53,738 | 63,321 | 59,332 | (15.1) | % | 6.7 | % | ||||||||||
| Total revenue | 490,184 | 535,315 | 507,406 | (8.4) | % | 5.5 | % | ||||||||||
| Cost of revenue | |||||||||||||||||
| Direct to Consumer | 157,578 | 186,666 | 187,991 | (15.6) | % | (0.7) | % | ||||||||||
| Commerce | 30,454 | 40,534 | 37,309 | (24.9) | % | 8.6 | % | ||||||||||
| Total cost of revenue | 188,032 | 227,200 | 225,300 | (17.2) | % | 0.8 | % | ||||||||||
| Gross profit | 302,152 | 308,115 | 282,106 | (1.9) | % | 9.2 | % | ||||||||||
| Operating expenses: | |||||||||||||||||
| Advertising and marketing | 79,282 | 68,807 | 74,417 | 15.2 | % | (7.5) | % | ||||||||||
| General and administrative | 268,390 | 303,139 | 301,870 | (11.5) | % | 0.4 | % | ||||||||||
| Total operating expenses | 347,672 | 371,946 | 376,287 | (6.5) | % | (1.2) | % | ||||||||||
| Loss from operations | (45,520) | (63,831) | (94,181) | (28.7) | % | (32.2) | % | ||||||||||
| Interest income | 7,533 | 1,056 | — | 613.4 | % | N/M | |||||||||||
| Interest expense | (4,351) | (5,428) | (5,464) | (19.8) | % | (0.7) | % | ||||||||||
| Other income, net | 5,328 | 6,684 | 31,346 | (20.3) | % | (78.7) | % | ||||||||||
| Net loss before income taxes | (37,010) | (61,519) | (68,299) | (39.8) | % | (9.9) | % | ||||||||||
| Provision for income taxes | — | — | — | 0.0 | % | 0.0 | % | ||||||||||
| Net loss | $ | (37,010) | $ | (61,519) | $ | (68,299) | (39.8) | % | (9.9) | % | |||||||
| N/M means not meaningful. |
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Comparison of the Fiscal Years Ended March 31, 2024 and March 31, 2023
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 436,446 | 471,994 | (35,548) | (7.5) | % | |||||||||
| Commerce | 53,738 | 63,321 | (9,583) | (15.1) | % | |||||||||
| Total revenue | $ | 490,184 | $ | 535,315 | $ | (45,131) | (8.4) | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 89.0 | % | 88.2 | % | ||||||||||
| Commerce | 11.0 | % | 11.8 | % |
Direct to Consumer revenue decreased by $35.5 million, or 7.5%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease was primarily driven by a 6.5%, or $1.0 million decrease in Total Orders, in addition to a $0.36 or 1.1% decrease in AOV.
Commerce revenue decreased by $9.6 million, or 15.1%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease was primarily driven by a decrease in sales volume related to inventory reduction initiatives by our retail partners, and macroeconomic pressures on our more discretionary categories.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 278,868 | $ | 285,328 | $ | (6,460) | (2.3) | % | ||||||
| Commerce | 23,284 | 22,787 | 497 | 2.2 | % | |||||||||
| Total gross profit | $ | 302,152 | $ | 308,115 | $ | (5,963) | (1.9) | % | ||||||
| Percentage of revenue | 61.6 | % | 57.6 | % |
Direct to Consumer gross profit decreased by $6.5 million, and Commerce gross profit increased by $0.5 million, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue. The increase in Commerce gross profit is primarily attributable to inbound freight and product cost improvements.
Gross profit as a percentage of revenue increased 410 basis points for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. Direct to Consumer gross margin was 63.9%, 340 basis points and Commerce gross margin was 43.3%, 730 basis points higher than the same period last year, respectively. The increase in gross margin is primarily attributable to lower inbound freight and product cost improvements.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other general and administrative | 128,576 | 146,135 | (17,559) | (12.0) | % | |||||||||
| Shipping and fulfillment | 139,814 | 157,004 | (17,190) | (10.9) | % | |||||||||
| Total General and administrative | $ | 268,390 | $ | 303,139 | $ | (34,749) | (11.5) | % | ||||||
| Percentage of revenue | 54.8 | % | 56.6 | % |
General and administrative expense decreased by $34.7 million, or 11.5%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This decrease during the period was primarily due to a decrease of $17.2 million in shipping and fulfillment expense due to lower volumes and lower rates from vendor consolidation, decreased rent and office expense of $3.5 million and decreased donation expense of $1.5 million. Additionally, as a result of our cost cutting initiatives announced in February of fiscal year 2023 and July of fiscal year 2024, compensation expense decreased $8.7 million due to a decrease in headcount, and consulting and legal fees decreased of $5.1 million.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 79,282 | $ | 68,807 | $ | 10,475 | 15.2 | % | ||||||
| Percentage of revenue | 16.2 | % | 12.9 | % |
Advertising and marketing expense increased by $10.5 million, or 15.2%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The increase is attributable to increased marketing spend.
Interest Income
| Fiscal Year Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| ( in thousands) | |||||||||||||
| Interest income | $ | 7,533 | $ | 1,056 | $ | 6,477 | N/M | ||||||
| Percentage of revenue | 1.5 | % | 0.2 | % | |||||||||
| N/M means not meaningful |
Interest income increased by $6.5 million for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. This increase is due to the interest earned on our money market account and interest-bearing checking accounts.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (4,351) | $ | (5,428) | $ | 1,077 | (19.8) | % | ||||||
| Percentage of revenue | (0.9) | % | (1.0) | % |
Interest expense decreased by $1.1 million, or 19.8%, for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. Interest expense for each period is derived from the Company’s 2025 Convertible Notes. This decrease is attributable to the partial debt extinguishment in early November 2023, decreasing interest expense for the remainder of the fiscal year.
Other Income, net
| Fiscal Year Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | |||||||||
| ( in thousands) | ||||||||||||
| Other income, net | 5,328 | 6,684 | $ | (1,356) | (20.3) | % | ||||||
| Percentage of revenue | 1.1 | % | 1.2 | % |
Other income, net decreased by $1.4 million for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023. The decrease in other income, net was primarily due to the $2.6 million decrease of income related to the changes in fair value of our warrant liabilities, offset by the gain on extinguishment of debt for $1.8 million.
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Comparison of the Fiscal Years Ended March 31, 2023 and March 31, 2022
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | $ | 471,994 | $ | 448,074 | $ | 23,920 | 5.3 | % | ||||||
| Commerce | 63,321 | 59,332 | 3,989 | 6.7 | % | |||||||||
| Total revenue | $ | 535,315 | $ | 507,406 | $ | 27,909 | 5.5 | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 88.2 | % | 88.3 | % | ||||||||||
| Commerce | 11.8 | % | 11.7 | % |
Direct to Consumer revenue increased by $23.9 million, or 5.3%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase was primarily driven by a $2.18 or 7.3% increase in Average Order Value, due to increased shipping fees and cross selling offset by a 1.8% or 0.3 million decrease in Subscription Shipments during the period.
Commerce revenue increased by $4.0 million, or 6.7%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase was primarily driven by the addition of new retail partners since March 31, 2022, as well as volume increases amongst existing retail partners during the period.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 285,328 | $ | 260,083 | $ | 25,245 | 9.7 | % | ||||||
| Commerce | 22,787 | 22,023 | 764 | 3.5 | % | |||||||||
| Total gross profit | $ | 308,115 | $ | 285,106 | $ | 26,009 | 9.2 | % | ||||||
| Percentage of revenue | 57.6 | % | 55.6 | % |
Direct to Consumer and Commerce gross profit increased by $25.2 million and $0.8 million, respectively, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022, driven by the $27.9 million increase in revenue during the period, lower costs from our suppliers and a decrease in inventory write-down charges.
Gross profit as a percentage of revenue increased to 57.6% for the fiscal year ended March 31, 2023 compared to 55.6% for the fiscal year ended March 31, 2022. The increase in Direct to Consumer gross profit is primarily attributable to higher subscription AOV, lower costs from our suppliers and a decrease in inventory write-down expenditures.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| General and administrative | $ | 303,139 | $ | 301,870 | $ | 1,269 | 0.4 | % | ||||||
| Percentage of revenue | 56.6 | % | 59.5 | % |
General and administrative expense increased by $1.3 million, or 0.4%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase during the period was primarily due to an increase of $2.1 million in right-of-use asset impairment and increased depreciation charges in connection with vacating our prior headquarters, and $1.8 million restructuring costs relating to the cost reduction initiative announced in February 2023. These increases were offset by a decrease in shipping and fulfillment costs which decreased $1.6 million from $158.6 million as of March 31, 2022 to $157.0 million as of March 31, 2023 due to improvements in our distribution network planning, and better shipping rates in addition to a decrease in professional and legal fees attributable to costs incurred in the prior year associated with the Merger.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 68,807 | $ | 74,417 | $ | (5,610) | (7.5) | % | ||||||
| Percentage of revenue | 12.9 | % | 14.7 | % |
Advertising and marketing expense decreased by $5.6 million, or 7.5%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. The decrease during the period is attributable to a lower media spend in connection with acquiring fewer subscribers during the period.
Interest Income
| Fiscal Year Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||
| ( in thousands) | |||||||||||||
| Interest income | $ | 1,056 | $ | — | $ | 1,056 | N/M | ||||||
| Percentage of revenue | 0.2 | % | — | % |
Interest income increased by $1.1 million for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. The increase was attributable to interest derived from our money market account and interest-bearing checking accounts.
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Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (5,428) | $ | (5,464) | $ | (36) | (0.7) | % | ||||||
| Percentage of revenue | (1.0) | % | (1.1) | % |
Interest expense was relatively flat for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022.
Other Income (Expense), Net
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||
| ( in thousands) | |||||||||||
| Other income (expense), net | 6,684 | 31,346 | $ | (24,662) | N/M | ||||||
| Percentage of revenue | 1.2 | % | 6.2 | % | |||||||
| N/M means not meaningful. |
Other income (expense), net decreased by $24.7 million for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. The decrease in other income (expense), net was primarily due to the $27.8 million decrease of income related to the changes in fair value of our warrant liabilities, offset by an increase in other income of $1.1 million. Additionally, in fiscal 2022 the Company incurred $2.0 million of expense related to the loss on extinguishment of debt incurred from conversion of the convertible promissory notes issued in 2019 and 2020 in connection with the Merger during the prior period.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted Net Loss, Adjusted Net Loss Margin, Adjusted Net Loss Per Common Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.
We calculate Adjusted Net Loss as net loss, adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax (income) expense, (4) restructuring charges related to reduction in force payments, (5) (gain) loss on extinguishment of debt, (6) duplicate rent expense incurred as a result of relocating our corporate headquarters, (7) asset impairment charges, (8) transaction costs associated with the Merger, (9) demurrage fees related to freight, (10) technology transformations and (11) other items (as defined below).
We calculate Adjusted Net Loss Margin by dividing Adjusted Net Loss for the period by Revenue for the period.
We calculate Adjusted Net Loss Per Common Share by dividing Adjusted Net Loss for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) interest income, (2) interest expense (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) sales and use tax (income) expense, (7) restructuring charges related to reduction in force
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payments, (8) (gain) loss on extinguishment of debt, (9) duplicate rent expense incurred during the relocation of our corporate headquarters, (10) impairment of assets (11) transaction costs (12) demurrage fees related to freight, (13) technology transformation and (14) other items (as defined below).
We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.
We calculate Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures.
The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with U.S. GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with U.S. GAAP, provide meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures are helpful to our investors as they are measures used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for our company, (4) Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense, and (5) Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting their usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net loss and other results stated in accordance with U.S. GAAP.
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The following table presents a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin, Adjusted net loss margin and Adjusted net loss per common share for the periods presented:
Adjusted Net Loss
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| Net loss | $ | (37,010) | $ | (61,519) | $ | (68,299) | |||||
| Stock-based compensation expense | 12,931 | 14,811 | 17,861 | ||||||||
| Change in fair value of warrants and derivatives | (2,738) | (5,350) | (33,196) | ||||||||
| Sales and use tax (income) expense (1) | (487) | (365) | 648 | ||||||||
| Restructuring | 1,660 | 1,763 | 86 | ||||||||
| (Gain) loss on extinguishment of debt | (1,828) | — | 2,024 | ||||||||
| Duplicate headquarters rent | 93 | 1,747 | — | ||||||||
| Impairment of assets (2) | 3,079 | 2,065 | — | ||||||||
| Transaction costs (3) | — | — | 6,053 | ||||||||
| Demurrage fees (4) | — | — | 2,610 | ||||||||
| Technology transformation (5) | 684 | — | — | ||||||||
| Other Items (6) | 3,594 | 1,784 | 4,544 | ||||||||
| Adjusted net loss | $ | (20,022) | $ | (45,064) | $ | (67,669) | |||||
| Net loss margin | (7.55) | % | (11.49) | % | (13.46) | % | |||||
| Adjusted net loss margin | (4.08) | % | (8.42) | % | (13.34) | % | |||||
| Adjusted net loss per common share - basic and diluted | $ | (0.11) | $ | (0.26) | $ | (0.43) | |||||
| Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted | 177,260,581 | 176,717,509 | 156,201,601 |
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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin and Adjusted EBITDA margin for the periods presented:
Adjusted EBITDA
| Fiscal Year Ended March 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (37,010) | $ | (61,519) | $ | (68,299) | |||||
| Interest income | (7,533) | (1,056) | — | ||||||||
| Interest expense | 4,351 | 5,428 | 5,464 | ||||||||
| Depreciation and amortization expense | 12,602 | 9,427 | 4,403 | ||||||||
| Stock-based compensation expense | 12,931 | 14,811 | 17,861 | ||||||||
| Change in fair value of warrants and derivatives | (2,738) | (5,350) | (33,196) | ||||||||
| Sales and use tax (income) expense (1) | (487) | (365) | 648 | ||||||||
| Restructuring | 1,660 | 1,763 | 86 | ||||||||
| (Gain) loss on extinguishment of debt | (1,828) | — | 2,024 | ||||||||
| Duplicate headquarters rent | 93 | 1,747 | — | ||||||||
| Impairment of assets (2) | 3,079 | 2,065 | — | ||||||||
| Transaction costs (3) | — | — | 6,053 | ||||||||
| Demurrage fees (4) | — | — | 2,610 | ||||||||
| Technology transformation (5) | 684 | — | — | ||||||||
| Other items (6) | 3,594 | 1,784 | 4,544 | ||||||||
| Adjusted EBITDA | $ | (10,602) | $ | (31,265) | $ | (57,802) | |||||
| Net loss margin | (7.55) | % | (11.49) | % | (13.46) | % | |||||
| Adjusted EBITDA margin | (2.16) | % | (5.84) | % | (11.39) | % |
(1)Sales and use tax (income) expense relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax. Subsequently, as certain of these liabilities are waived by tax authorities or the applicable statute of limitations expires, the related accrued liability is reversed.
(2)For the fiscal year ended March 31, 2024 impairment of assets is the non-cash impairment of previously capitalized software and prepaid software licenses. For the fiscal year ended March 31, 2023 impairment of assets is the impairment of the right-of-use asset associated with our previous headquarters which we vacated.
(3)Transaction costs represent non-recurring consulting and advisory costs with respect to the merger agreement entered into with Northern Star Acquisition Corp. on December 16, 2020.
(4)Demurrage fees are raised when the full container is not moved out of the port/terminal for unpacking within the allowed free days offered by the shipping line. The charge is levied by the shipping line to the importer.
(5)Includes consulting fees related to technology transformation activities, and payroll costs for employees that dedicate significant time to this project. We believe that these costs are discrete and non-recurring in nature, as they relate to a one-time unification of our product offerings on our new commerce platform. As such, they are not normal, recurring operating expenses and are not reflective of ongoing trends in the cost of doing business.
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(6)For the fiscal year ended March 31, 2024, other items is comprised of non-recurring retention payments to management of $1.4 million, executive transition costs of $1.3 million, warehouse restructuring costs of $0.8 million, and legal settlements of $0.1 million. For the fiscal year ended March 31, 2023, other items comprised of executive transition costs of $1.7 million and tax penalties of $0.1 million. For fiscal year ended March 31, 2022, other items is comprised of executive transition costs of $1.9 million, costs related to unrealized business ventures of $1.8 million, SOX implementation fees of $0.7 million, and loss on exercise of warrants of $0.1 million.
The following table presents a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure prepared in accordance with U.S. GAAP, for each of the periods indicated:
Free Cash Flow
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Free cash flow reconciliation: | ||||||||||
| Net cash provided by (used in) operating activities | $ | 6,060 | $ | 4,694 | $ | (172,338) | ||||
| Capital expenditures | (8,831) | (21,320) | (21,172) | |||||||
| Free cash flow | $ | (2,771) | $ | (16,626) | $ | (193,510) |
Liquidity and Capital Resources
As of March 31, 2024, we had cash and cash equivalents of approximately $125.5 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and proceeds from borrowings (as defined below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we are in compliance with as of March 31, 2024 and expect to be in compliance with during the next 12 months.
Our material cash requirements include our lease arrangements for corporate offices, warehouses and certain equipment. As of March 31, 2024, we had fixed lease payment obligations of $47.9 million, with $5.3 million payable within 12 months.
2025 Convertible Notes
On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.
The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1 of each year commencing December 1, 2021, compounded annually. As of March 31, 2024, the effective interest rate is 6.60%. The accrued interest of $2.1 million and $4.4 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2023 and 2022, respectively.
If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.
The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the
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Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of March 31, 2024. Therefore, the Company did not record a derivative liability related to these features as of March 31, 2024. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.
On November 2, 2023, the Company repurchased $45.0 million of the $83.5 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 (the “2025 Convertible Notes”) from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “Agreement”) among the Company and the Holders.
Pursuant to the Agreement, the Company repurchased $45.0 million in aggregate principal amount of the 2025 Convertible Notes plus $2.2 million of accrued and unpaid interest thereon to, but excluding the repurchase date, from the Holders for a total cash purchase price of $44.4 million. In addition, $1.0 million of unamortized deferred financing fees were derecognized from the Company’s balance sheet on the date of extinguishment. The accelerated deferred financing fees were recognized as a component of gain on extinguishment of debt. The Company recognized a gain on debt extinguishment of $1.8 million in connection with the repurchase. If a Change of Control (as defined in the Indenture) of the Company occurs at any time after the date of the Agreement and prior to the December 1, 2025 maturity date of the Notes, the Holders are also entitled to receive an additional cash “true-up” payment from the Company, totaling, in the aggregate for all Holders, either (i) $11.3 million in the case that the Company elects to redeem all of the Notes outstanding at the time of such Change of Control or (ii) $4.5 million in the case that the Holders elect to require the Company to repurchase all of the 2025 Convertible Notes outstanding at the time of such Change of Control any other case, in each case, in accordance with the terms and conditions specified in the Agreement.
As of March 31, 2024 and March 31, 2023, the Company had $40.6 million and $83.5 million, respectively, of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.
Western Alliance Bank—Line of Credit and Term Loan
In October 2017, the Company entered into a loan and security agreement and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provides for a revolving line of credit (as amended, the “Credit Facility”) in an aggregate principal amount of up to $35.0 million, subject to borrowing base limitations derived from advance rates derived from the Company’s eligible subscription revenues and eligible accounts receivable. The Credit Facility has been amended several times, most recently in December 2023. After giving effect to this most recent amendment, the maturity date of the Credit Facility is December 13, 2024. Certain of the Company’s obligations to Western Alliance and under the Credit Facility are guaranteed by certain of its subsidiaries and secured by substantially all of their assets.
The interest rate for borrowings under the Credit Facility is equal to (a)(i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time and (ii) five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.
The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.
The Credit Facility requires the Company to comply with certain financial and performance covenants, including, among other things, minimum cash deposits with Western Alliance. The Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, making payments in respect of subordinated debt or our 2025 Convertible Notes, incurring indebtedness, making loans and investments, incurring liens, or entering into mergers, asset sales and transactions with affiliates.
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As of March 31, 2024 and March 31, 2023, there were no outstanding borrowings under the Credit Facility.
Cash Flows
Comparison of the Fiscal Years Ended March 31, 2024, 2023 and 2022.
The following table summarizes our cash flows for the fiscal years ended March 31, 2024, 2023 and 2022:
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| (in thousands) | ||||||||||
| Net cash provided by (used in) operating activities | $ | 6,060 | $ | 4,694 | $ | (172,338) | ||||
| Net cash used in investing activities | (8,831) | (21,145) | (21,172) | |||||||
| Net cash provided by (used in) financing activities | (49,615) | (2,099) | 355,458 | |||||||
| Effect of exchange rate changes on cash | 24 | (62) | — | |||||||
| Net increase (decrease) in cash and restricted cash | $ | (52,362) | $ | (18,612) | $ | 161,948 |
Cash flows provided by (used in) Operating Activities
Net cash flows in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.
Net cash flows used in operating activities is derived by adjusting our net loss for:
•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses; and
•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.
For the fiscal year ended March 31, 2024, net cash provided by operating activities was $6.1 million. The $6.1 million of net cash provided by operating activities consisted of net loss of $37.0 million adjusted for non-cash charges totaling $30.5 million and a net decrease of $12.5 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $12.9 million for stock based compensation, $12.6 million for depreciation and amortization, and $4.1 million of non-cash lease expense. The decrease in our net operating assets and liabilities was primarily driven by a reduction in inventory of $40.7 million offset by a decrease of accounts payable and accrued expenses of $17.8 million.
For the fiscal year ended March 31, 2023, net cash provided by operating activities was $4.7 million. The $4.7 million of net cash provided by operating activities consisted of net loss of $61.5 million adjusted for non-cash charges totaling $26.3 million and a net increase of $39.9 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $14.8 million for stock based compensation, $9.4 million for depreciation and amortization, and $4.9 million of non-cash lease expense. The increase in our net operating assets and liabilities was driven by a reduction in inventory of $33.5 million and proceeds from tenant improvement allowances of $7.4 million.
For the fiscal year ended March 31, 2022, net cash used in operating activities was $172.3 million. The $172.3 million of net cash used in operating activities consisted of net loss of $68.3 million adjusted for non-cash charges totaling $7.6 million and a net decrease of $111.6 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $33.2 million for changes in fair value of warrants, $17.9 million for stock based compensation, $2.0 million loss on extinguishment of debt and $4.4 million for depreciation and amortization. The decrease in our net operating assets and liabilities was driven by the increase in inventory of $82.9 million to support current demand. Additionally, accounts payable and accrued expenses increased by $13.5 million related to increased expenditures to support general business growth, as well as the timing of payments, other liabilities of $12.6 million, prepaid expenses and other current assets of $1.1 million, and accounts receivable of $1.1 million.
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The decrease in our net operating assets and liabilities was partially offset by the change in deferred revenue of $4.4 million.
Cash flows used in Investing Activities
For the fiscal year ended March 31, 2024, net cash used in investing activities was $8.8 million, primarily due to capital expenditures for software implementations and other capital expenditures.
For the fiscal year ended March 31, 2023, and 2022, net cash used in investing activities was $21.1 million and $21.2 million, respectively, primarily due to capital expenditures for warehouse machinery, leasehold improvements, equipment, and software implementations.
Cash flows provided by (used in) Financing Activities
For the fiscal year ended March 31, 2024, net cash used in financing activities was $49.6 million, primarily due to the partial payment of long-term debt of $42.3 million and payments to repurchase common stock of $6.2 million.
For the fiscal year ended March 31, 2023, net cash used in financing activities was $2.1 million, primarily due to payments for finance lease obligations.
For the fiscal year ended March 31, 2022, net cash provided by financing activities was $355.5 million, primarily due to proceeds of $227.1 million proceeds from the Merger and proceeds from the PIPE of $200.0 million. The increase in cash provided by financing activities was partially offset by the repayments of outstanding borrowings on our line of credit of $34.3 million, payments of transaction costs of $25.2 million, payment of deferred underwriting fees $8.9 million, and repayment of the outstanding Paycheck Protection Program loan of $5.2 million.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
This discussion and analysis of financial condition and results of operation is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimate and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods, Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies are described in greater details in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included in this Annual Report on Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. We have listed below our critical accounting estimates that we believe to have the greatest potential impact on our audited consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Revenue Recognition
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Our primary sources of revenue are from sales of toys and accessories and consumables through our Direct to Consumer and Commerce segments. We recognize revenue upon delivery of products and services to our customer, as applicable. The recognition of revenue is determined through application of the following five-step model:
•Identification of the contract(s) with customers, as applicable;
•Identification of the performance obligation(s) in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligation(s) in the contract; and
•Recognition of revenue when or as the performance obligation(s) is satisfied.
Discounts are considered fixed consideration and represent a fixed reduction to revenue for each performance obligation. The sales returns and chargebacks allowance is considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. We have determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The expected value method estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome and is most appropriate when an entity has a large number of contracts that have similar characteristics. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale.
Our contract liability represents cash collections from our customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.
Inventories
Inventories consist principally of finished goods, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value. Inventory costs consist of product and inbound shipping and handling costs. We assess the valuation of inventory and periodically write down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires us to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of revenues.
We review current business trends and forecasts, and inventory aging to determine adjustments which we estimate will be needed to liquidate existing excess inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market, as applicable. We believe that all inventory write-downs required at March 31, 2024, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of the current war in the Ukraine and its broader macroeconomic implications or the COVID-19 pandemic and the supply chain and logistics disruptions globally, it is possible that the required level of inventory reserves may need to be adjusted.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 — Summary of Significant Accounting Policies in our audited consolidated financial statements contained in this Annual Report on Form 10-K.
JOBS Act Accounting Election
We were an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). However, based on the market value of our common stock held by non-affiliates as of September 30, 2021, we became a large accelerated filer and thus ceased to be an emerging growth company on March 31, 2022. As a result, we were required to adopt new or revised accounting standards as required by public companies,
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including those standards which we had previously deferred pursuant to the JOBS Act. Additionally, we are no longer able to take advantage of the reduced regulatory and reporting requirements of emerging growth companies.
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FY 2023 10-K MD&A
SEC filing source: 0001819574-23-000009.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its consolidated subsidiaries. The audited consolidated financial statements as of March 31, 2023 and 2022 and for the fiscal years ended March 31, 2023, 2022 and 2021, respectively, present the financial position and results of operations and cash flows of BARK, Inc. and its wholly-owned subsidiaries.
Overview
We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.
We are a vertically integrated, omnichannel brand serving dogs across two key categories: toys & accessories and consumables. All of our products are designed, developed, and branded BARK. We leverage an ever-growing collection of first-party data, customer insights, and machine learning to deliver personalized products and experiences tailored to the needs of each and every dog we serve. Our products are sold direct-to-consumer (“DTC”) and through our network of retail partners, which currently spans over 40,000 doors across the U.S.
We began our journey with BarkBox – a monthly-themed subscription of toys and treats, tailored to the needs of each customer based on their dog’s size, play style, allergies, and more. By viewing each dog as an individual, and by creating magical experiences for our customers, we have been able to build lasting relationships with millions of dogs and their parents. Our customer service (“Happy Team”) proactively engages around 200,000 customers each month. We use the valuable data from these customer interactions to inform the design and development of future products, and we leverage it along with machine learning technology to recommend additional products to our customers through cross-selling and Add-to-Box (“ATB”).
More recently, we have entered exciting, and much larger categories in the consumables space, which include kibble, treats, toppers, supplements, and dental products. This expansion has significantly increased our total addressable market and the number of customers we can serve. We believe that our growing first-party dataset, strong brand, and loyal customer base afford us a meaningful advantage and opportunity to win market share in these newer categories.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”
Investments in growth
Our ability to increase the number of total orders and cross category purchasing is a key factor in our future growth and will be driven by our marketing and from the development of new products, primarily in the consumables space. As a result, we expect to continue to focus on long-term growth through investments in product offerings and the dog and dog parent experience. We are working to enhance our offerings and expand the breadth of the products and offerings especially in consumables. We expect to make additional investments in marketing to acquire new customers.
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Expansion of new offerings
Another key factor in our future performance is our ability to increase our average order value (“AOV”), which involves introducing new products into our portfolio. We expect to continue to invest in the expansion of our product offerings, particularly in the consumables space, as we seek to attract new customers as well as growing sales with our existing customers. This expansion may require additional financial investments in headcount, marketing, customer acquisition expenses, operational capabilities and inventory. If we are unable to generate sufficient demand for these new offerings, we may not recover the financial investments and revenue may not increase as desired.
Certain global events, conditions and challenges
The extent to which the COVID-19 pandemic may continue to impact our business will depend on future developments related to any resurgence or geographic spread of the disease, any mutations or emergence of new diseases, and the duration and severity of potential outbreaks. In the past, the COVID-19 pandemic resulted in travel restrictions, required social distancing, business closures, governmental and business disruptions, and other actions taken by the United States government and the governments of other countries. While conditions appear to have improved, the COVID-19 pandemic has had, and continues to have, unprecedented and unexpected effects on the global economy, civil society, labor markets, and certain industries. As a result, it is difficult to predict the magnitude or scope of the impact that these effects may have directly, or indirectly, on our business, operating results and financial condition in the future.
In the past, we have experienced increases in inbound freight costs due to the challenges in the import market, as transpacific ships and trade lanes continue to be overburdened with volume and experience a significant shortage of equipment and capacity due to the COVID-19 pandemic and other macroeconomic challenges affecting the global supply chain. Increases in freight costs and supply chain disruptions may continue and could impact our business, in particular as a result of global conditions that are created or driven by market factors or international events, such as increased inflation and the war in the Ukraine.
Although we have no operations in or direct exposure to Russia, Belarus and Ukraine, we have experienced limited constraints in availability and increasing costs required to obtain some materials and supplies due, in part, to the negative impact of the war in the Ukraine on the global economy. To date, our business has not been materially impacted by the conflict, however, as the conflict continues or worsens, it may impact our business, financial condition or results of operations.
Macroeconomic events and challenges
To date, various central banks around the world (including the Federal Reserve in the United States) have raised interest rates. While these rate increases have not had a significant adverse impact on our financial condition to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact us in the future. In addition, the global economy has experienced and is continuing to experience high levels of inflation. To date, we do not believe that inflation has had a material effect on our business, however, we continue to monitor these inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.
Recently, several regional banks abruptly failed, creating uncertainty in the financial markets and potentially affecting the growth of the US and global economies in the future. Although we did not experience any loss related to these failures, if any of the banking institutions in which we deposit funds ultimately fails, continued stress in the banking system and the financial markets could ultimately have a direct or indirect effect on our business.
We cannot predict the duration or magnitude of the risks and challenges discussed above. Please refer to the “Cautionary Note Regarding Forward-Looking Statements” and those factors described under “Risk Factors” in this Annual Report on Form 10-K.
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Key Performance Indicators
We are introducing the following key performance indicators ("KPIs") to more accurately align with the Company's current business operations and strategic focus. These KPIs include Total Orders and Average Order Value (Direct To Consumer revenue divided by total orders), encompassing all customer orders, including subscription, auto-ship, and one-off orders. This adjustment better aligns with the current and anticipated ordering cadence of our customers.
Historically, our KPIs were derived solely from subscription-based customers, however, as our business evolves from a pure-play subscription company to a brand selling a diverse catalog of products with flexible purchasing options. We use these metrics to assess our operating performance and believe that these metrics more accurately represent the more product-oriented nature of our business. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our audited consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| Total Orders (in thousands) | 14,888 | 15,143 | ||||||
| Average Order Value | $31.70 | $29.59 | ||||||
| Direct to Consumer Gross Profit (in thousands) | $285,328 | $260,084 | ||||||
| Direct to Consumer Gross Margin | 60.5% | 58.0% |
Total Orders
We define Total Orders as the total number of orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis.
Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period. Previously, AOV was calculated as Direct to Consumer revenue for the period divided by Total Subscriptions. However, as the volume of non-subcription based orders increases, the calculation of AOV using Total Orders will be more accurate.
We had previously used the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. Since becoming a public company in 2021, our business has undergone significant changes. We’ve evolved from a pure-play subscription company to a brand selling a diverse catalog of products with
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the flexibility for customers to purchase all of these products on virtually any cadence they choose. As a result, we no longer believe our historical subscription-based metrics are the most relevant drivers for our business.
| Fiscal Year Ended March 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| Subscription Shipments (in thousands) | 14,638 | 14,906 | 11,619 | ||||||
| Active Subscriptions (in thousands) | 2,159 | 2,265 | 1,826 | ||||||
| New Subscriptions (in thousands) | 941 | 1,164 | 1,200 | ||||||
| CAC | $ | 58.20 | $ | 53.43 | $ | 47.55 | |||
| LTV:CAC | 4.7x | 4.7x | 6.3x | ||||||
| Average Order Value (Subscription Shipments) | $ | 32.24 | $ | 30.06 | $ | 28.74 |
Subscription Shipments
We define Subscription Shipments as the total number of subscription product shipments shipped in a given period. Subscription Shipments does not include gift subscriptions or one-time subscription shipments.
Active Subscriptions
We define Active Subscriptions as the total number of unique product subscriptions with at least one shipment during the last 12 months. Active Subscriptions does not include gift subscriptions or one-time subscription purchases.
New Subscriptions
We define New Subscriptions as the number of unique subscriptions with their first shipment occurring in a period.
Customer Acquisition Cost
Customer Acquisition Cost (“CAC”) is a measure of the cost to acquire New Subscriptions in our Direct to Consumer business segment. This unit economic metric indicates how effective we are at acquiring each New Subscription. CAC is a monthly measure defined as media spend in our Direct to Consumer business segment in the period indicated, divided by total New Subscriptions in such period. Direct to Consumer media spend is primarily comprised of internet and social media advertising fees.
Lifetime Value
Lifetime Value ("LTV") is the dollar value of each subscription as measured by the cumulative Direct to Consumer Gross Profit for the average life of the subscription.
Average Order Value (Subscription Shipments)
Historically, we calculated Average Order Value (Subscription Shipments) as Direct to Consumer revenue for the period divided by Subscription Shipments for the same period.
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Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews and assesses the performance of the business.
Revenue
The Company generates revenue through its Direct to Consumer and Commerce segments, each of which participate in the sale of the Company’s Toys & Accessories and Consumables product lines. See below for additional information.
Toys & Accessories (“toys”)—The majority of our revenue in the toys category is derived from BarkBox and Super Chewer, which are subscription products that feature monthly themed boxes of premium-quality BARK toys and treats that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on monthly, six month, or annual basis. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box. During the life of their subscription, we offer customers incremental products via ATB, which enables us to cross-sell customers into our full portfolio of products, including kibble, treats, toppers, dental and more. ATB revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the subscriber. Over the years, we have become increasingly more effective at cross-selling customers. For example, in fiscal 2023, cross-selling revenue was $41 million, up 35% compared to the prior year.
We also sell toys through our Commerce segment which is a network of retail partners and online major market places. Today, the commerce segment accounts for 11.8% of total revenue. This distribution channel allows us to reach new customers and introduce them to the BARK brand. Commerce revenue derived from our retail partners is recognized net of estimates for sales returns, discounts, markdowns and allowances, after the goods are shipped, or when the retail customer picks up the goods directly from one of our distribution points and control of the goods is transferred to the customer. Online marketplaces revenue is recognized upon delivery of goods to the end customer.
Our toys category also includes revenue derived from the sale of other products such as beds, leashes, apparel, and other miscellaneous products.
The Toys & Accessories product category generated approximately $307.0 million of revenue in fiscal 2023, up 4.3% compared to fiscal 2022. The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.
Consumables—The majority of our consumables revenue today is derived from the treats and chews that are included in our Barkbox and Super Chewer boxes. Over the past two years, the Company has expanded into new and larger consumables markets such as kibble, toppers, supplements and dental products. To sell these products, the Company recently launched a new consumables website, food.BARK.co, which contains the majority of its consumables portfolio, all of which can be purchased on a recurring, auto-ship, or one-off basis. Revenue related to food.BARK.co is recognized at a point in time, as control is transferred to the customer upon each delivery.
Treats— Includes treats and chews included in our BarkBox and Super Chewer boxes, as well as the sale of treats on our consumables website. Many of our treats feature monthly themes, similar to our toys. Today, BARK is one of the largest treat brands in the U.S. by revenue, even without any current sales of treats in retail. The Company is currently in discussions with its retail partners to begin selling treats through its retail network.
Toppers—Includes meal-enhancing sprinkles, broths and bites that are added to a dog’s food to enhance the flavor of their food. These toppers are often single ingredient proteins that can be easily added to a dog’s existing meal plan. Toppers are particularly beneficial for picky eaters.
Supplements—Includes a variety of dog supplements such as hip and joint support, and skin and coat support. These products are often targeted at specific breeds that are prone to certain ailments.
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Kibble—We sell a variety of kibble, priced to compete with the mass premium category. While our kibble can be purchased on an individual basis, we entered this market with a breed-based approach that recommends meal plans consisting of a mix of kibble, toppers, and supplements based on the characteristics and personalities of various dog breeds. For example,because German Shepherds are prone to hip issues, we recommend hip and joint support supplements with the purchase of their kibble. If that dog is also a picky eater, we will recommend adding one of our toppers. This enhances our average order value and margin profile.
Dental—Also known as BARK Bright, this category includes a variety of chews and toothpastes aimed at improving your dog’s dental health. BARK Bright eliminates the arduous task of brushing a dog’s teeth while still effectively fighting germs and bad breath. Our BARK Bright dental kit provides an innovative regimen for dog dental care.
Overall, we see significant runway in our consumables category long-term, and anticipate the majority of our future growth may be driven by these product categories.
A table detailing our DTC segment by category can be found below.
| Fiscal Year Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | |||||||||||||
| 2023 | 2022 | 2021 | |||||||||||
| Direct to Consumer | |||||||||||||
| Toys & Accessories (1) | $ | 307,045 | $ | 294,253 | $ | 221,304 | |||||||
| Consumables (1) | 164,949 | 153,821 | 112,666 | ||||||||||
| Total Direct to Consumer | $ | 471,994 | $ | 448,074 | $ | 333,970 |
(1) The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.
Cost of Revenue
Cost of revenue primarily consists of the purchase price of inventory sold, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.
Operating Expenses
Operating expenses consist of general and administrative and advertising and marketing expenses.
General and Administrative
General and administrative expenses consists primarily of compensation and benefit expenses, including stock-based compensation, fulfillment and shipping costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers. General and administrative expenses also includes fees charged by third parties that provide payment processing services, office expense, including rent, insurance and professional service fees.
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Advertising and Marketing
Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.
Interest Income (Expense), Net
Interest income (expense), net, primarily consists of interest incurred under our line of credit, term loan and convertible promissory notes agreements, and amortization of debt issuance costs, net of income earned on our money market funds and interest-bearing checking accounts.
Other Income (Expense), Net
Other income (expense), net, primarily consists of changes in the fair value of our warrant liabilities and loss on extinguishment of debt.
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Results of Operations
We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our audited consolidated financial statements for the fiscal years ended March 31, 2023, 2022, and 2021 included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2023 vs 2022 | 2022 vs 2021 | |||||||||||||
| (in thousands) | |||||||||||||||||
| Consolidated Statement of Operation Data: | |||||||||||||||||
| Revenue | |||||||||||||||||
| Direct to Consumer | $ | 471,994 | $ | 448,074 | $ | 333,970 | 5.3 | % | 34.2 | % | |||||||
| Commerce | 63,321 | 59,332 | 44,634 | 6.7 | % | 32.9 | % | ||||||||||
| Total revenue | 535,315 | 507,406 | 378,604 | 5.5 | % | 34.0 | % | ||||||||||
| Cost of revenue | |||||||||||||||||
| Direct to Consumer | 186,666 | 187,991 | 128,044 | (0.7) | % | 46.8 | % | ||||||||||
| Commerce | 40,534 | 37,309 | 24,620 | 8.6 | % | 51.5 | % | ||||||||||
| Total cost of revenue | 227,200 | 225,300 | 152,664 | 0.8 | % | 47.6 | % | ||||||||||
| Gross profit | 308,115 | 282,106 | 225,940 | 9.2 | % | 24.9 | % | ||||||||||
| Operating expenses: | |||||||||||||||||
| Advertising and marketing | 68,807 | 74,417 | 67,029 | (7.5) | % | 11.0 | % | ||||||||||
| General and administrative | 303,139 | 301,870 | 179,510 | 0.4 | % | 68.2 | % | ||||||||||
| Total operating expenses | 371,946 | 376,287 | 246,539 | (1.2) | % | 52.6 | % | ||||||||||
| Loss from operations | (63,831) | (94,181) | (20,599) | (32.2) | % | 357.2 | % | ||||||||||
| Interest expense | (4,372) | (5,464) | (10,923) | (20.0) | % | -50.0 | % | ||||||||||
| Other income (expense), net | 6,684 | 31,346 | 131 | N/M | N/M | ||||||||||||
| Net loss before income taxes | (61,519) | (68,299) | (31,391) | (9.9) | % | 117.6 | % | ||||||||||
| Provision for income taxes | — | — | — | 0.0 | % | 0.0 | % | ||||||||||
| Net loss | $ | (61,519) | $ | (68,299) | $ | (31,391) | (9.9) | % | 117.6 | % | |||||||
| N/M means not meaningful. |
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Comparison of the Fiscal Years Ended March 31, 2023 and March 31, 2022
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | 471,994 | 448,074 | 23,920 | 5.3 | % | |||||||||
| Commerce | 63,321 | 59,332 | 3,989 | 6.7 | % | |||||||||
| Total revenue | $ | 535,315 | $ | 507,406 | $ | 27,909 | 5.5 | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 88.2 | % | 88.3 | % | ||||||||||
| Commerce | 11.8 | % | 11.7 | % |
Direct to Consumer revenue increased by $23.9 million, or 5.3%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase was primarily driven by a $2.18 or 7.3% increase in Average Order Value, due to increased shipping fees and cross selling offset by a 1.8% or 0.3 million decrease in Subscription Shipments during the period.
Commerce revenue increased by $4.0 million, or 6.7%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase was primarily driven by the addition of new retail partners since March 31, 2022, as well as volume increases amongst existing retail partners during the period.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 285,328 | $ | 260,083 | $ | 25,245 | 9.7 | % | ||||||
| Commerce | 22,787 | 22,023 | 764 | 3.5 | % | |||||||||
| Total gross profit | $ | 308,115 | $ | 282,106 | $ | 26,009 | 9.2 | % | ||||||
| Percentage of revenue | 57.6 | % | 55.6 | % |
Direct to Consumer and Commerce gross profit increased by $25.2 million and $0.8 million, respectively, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022, driven by the $27.9 million increase in revenue during the period, lower costs from our suppliers and a decrease in inventory write-down charges.
Gross profit as a percentage of revenue increased to 57.6% for the fiscal year ended March 31, 2023 compared to 55.6% for the fiscal year ended March 31, 2022. The increase in Direct to Consumer gross profit is primarily attributable to higher subscription AOV, lower costs from our suppliers and a decrease in inventory write-down expenditures.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| General and administrative | $ | 303,139 | $ | 301,870 | $ | 1,269 | 0.4 | % | ||||||
| Percentage of revenue | 56.6 | % | 59.5 | % |
General and administrative expense increased by $1.3 million, or 0.4%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This increase during the period was primarily due to an increase of $2.1 million in right-of-use asset impairment and increased depreciation charges in connection with vacating our prior headquarters, and $1.8 million restructuring costs relating to the cost reduction initiative announced in February 2023. These increases were offset by a decrease in shipping and fulfillment costs which decreased $1.6 million from $158.6 million as of March 31, 2022 to $157.0 million as of March 31, 2023 due to improvements in our distribution network planning, and better shipping rates in addition to a decrease in professional and legal fees attributable to costs incurred in the prior year associated with the Merger.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 68,807 | $ | 74,417 | $ | (5,610) | (7.5) | % | ||||||
| Percentage of revenue | 12.9 | % | 14.7 | % |
Advertising and marketing expense decreased by $5.6 million, or 7.5%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. The decrease during the period is attributable to a lower media spend in connection with acquiring fewer subscribers during the period.
Interest Income (Expense), Net
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest income (expense), net | $ | (4,372) | $ | (5,464) | $ | 1,092 | (20.0) | % | ||||||
| Percentage of revenue | (0.8) | % | (1.1) | % |
Interest income (expense), net decreased by $1.1 million, or 20.0%, for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. This decrease was primarily due to the interest income of $1.1 million derived from our money market account and interest-bearing checking accounts.
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Other Income (expense), net
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||
| ( in thousands) | |||||||||||
| Other income (expense), net | 6,684 | 31,346 | $ | (24,662) | N/M | ||||||
| Percentage of revenue | 1.2 | % | 6.2 | % | |||||||
| N/M means not meaningful. |
Other income (expense), net decreased by $24.7 million for the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022. The decrease in other income (expense), net was primarily due to the $27.8 million decrease of income related to the changes in fair value of our warrant liabilities, offset by an increase in other income of $1.1 million. Additionally, in fiscal 2022 the Company incurred $2.0 million of expense related to the loss on extinguishment of debt incurred from conversion of the convertible promissory notes issued in 2019 and 2020 in connection with the Merger during the prior period.
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Comparison of the Fiscal Years Ended March 31, 2022 and March 31, 2021
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | $ | 448,074 | $ | 333,970 | $ | 114,104 | 34.2 | % | ||||||
| Commerce | 59,332 | 44,634 | 14,698 | 32.9 | % | |||||||||
| Total revenue | $ | 507,406 | $ | 378,604 | $ | 128,802 | 34.0 | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 88.3 | % | 88.2 | % | ||||||||||
| Commerce | 11.7 | % | 11.8 | % |
Direct to Consumer revenue increased by $114.1 million, or 34.2%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase was primarily driven by a 3.3 million, or 28.3%, increase in Subscription Shipments, in addition to a 4.6% increase in average order value during the period.
Commerce revenue increased by $14.7 million, or 32.9%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase was driven by an increase in revenue from existing and new retail partners.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 260,083 | $ | 205,926 | $ | 54,157 | 26.3 | % | ||||||
| Commerce | 22,023 | 20,014 | 2,009 | 10.0 | % | |||||||||
| Total gross profit | $ | 282,106 | $ | 225,940 | $ | 56,166 | 24.9 | % | ||||||
| Percentage of revenue | 55.6 | % | 59.7 | % |
Direct to Consumer and Commerce gross profit increased by $54.2 million and $2.0 million, respectively, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021, driven by the $128.8 million increase in revenue during the period.
Gross profit as a percentage of revenue decreased to 55.6% for the fiscal year ended March 31, 2022 compared to 59.7% for the fiscal year ended March 31, 2021. The decrease is primarily due to charges to make certain adjustments to inventory for shrinkage and slow moving items, an inventory write-down made related to a strategic narrowing of focus on products intended to sell, as well as an increase in costs for inbound freight.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| General and administrative | $ | 301,870 | $ | 179,510 | $ | 122,360 | 68.2 | % | ||||||
| Percentage of revenue | 59.5 | % | 47.4 | % |
General and administrative expense increased by $122.4 million, or 68.2%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase during the period was primarily due to increased fulfillment and shipping costs of $60.9 million attributable to the 28.3% increase in Subscription Shipments and increased third-party shipping rates; increased compensation expense of $32.5 million attributable to an increase in employee headcount, including stock-based compensation expense of $10.8 million; increased audit, professional, and legal fees of $13.4 million primarily related to growth of operations and requirements as a new publicly traded company; and an increase in other general and administrative expenses of $6.1 million.
Other general and administrative expense increased by $6.1 million, or 105%, for the fiscal year ended March 31, 2022. The increase during the period is primarily attributable to a donation of dog beds in the fourth quarter which resulted in a $2.0 million increase in donation expense. From time to time, we make voluntary contributions of inventory items to dog-centered causes. This is a strategic initiative that supports our mission to make all dogs happy, promotes our corporate social responsibility credentials, and elevates our brand in the process. The increase is further attributable to an increase in insurance expense of $1.8 million related to requirements as a new publicly traded company, increased freight and transfer expense of $1.3 million, increased fees and penalties of $0.6 million related to shipping charges; and increased bad debt expense of $0.3 million related to retail accounts receivable.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 74,417 | $ | 67,029 | $ | 7,388 | 11.0 | % | ||||||
| Percentage of revenue | 14.7 | % | 17.7 | % |
Advertising and marketing expense increased by $7.4 million, or 11.0%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021.The increase during the period was primarily due to increased media advertising spend of $3.7 million, increased marketing costs of $0.4 million and increased employment costs of $3.0 million due to headcount growth. The remaining increase was attributable to increased production costs of $0.2 million.
Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (5,464) | $ | (10,923) | $ | 5,459 | (50.0) | % | ||||||
| Percentage of revenue | (1.1) | % | (2.9) | % |
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Interest expense decreased by $5.5 million, or 50.0%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This decrease was primarily attributable to reduced levels of debt in the fiscal year ended March 31, 2022.
Other Income (Expense), Net
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||
| ( in thousands) | |||||||||||
| Other income (expense), net | 31,346 | 131 | $ | 31,215 | N/M | ||||||
| Percentage of revenue | 6.2 | % | — | % | |||||||
| N/M means not meaningful. |
Other income increased by $31.2 million for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase in other income was primarily due to the $33.2 million of income related to the changes in fair value of our warrant liabilities during the period.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted Net Loss, Adjusted Net Loss Margin, Adjusted Net Loss Per Common Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.
We calculate Adjusted Net Loss as net loss, adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax expense (income), (4) restructuring charges related to reduction in force payments, (5) executive transition costs, (6) duplicate rent expense incurred as a result of relocating our corporate headquarters, (7) asset impairment charges, (8) transaction costs associated with the Merger, (9) demurrage fees related to freight, and (10) other items (as defined below).
We calculate Adjusted Net Loss Margin by dividing Adjusted Net Loss for the period by Revenue for the period.
We calculate Adjusted Net Loss Per Common Share by dividing Adjusted Net Loss for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) interest expense (2) depreciation and amortization expense, (3) stock-based compensation expense, (4) change in fair value of warrants and derivatives, (5) sales and use tax expense (income), (6) restructuring charges related to reduction in force payment, (7) executive transition costs (8) duplicate rent expense incurred during the relocation of our corporate headquarters, (9) impairment of assets (10) transaction costs (11) demurrage fees related to freight and (11) other items (as defined below).
We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.
We calculate Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures.
The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with U.S. GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with U.S. GAAP, provide meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures are helpful to our investors as they are measures used by management in
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assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for our company, (4) Adjusted EBITDA, (5) Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting their usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net income (loss) and other results stated in accordance with U.S. GAAP.
The following table presents a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin, Adjusted net loss margin and Adjusted net loss per common share for the periods presented:
Adjusted Net Loss
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| Net loss | $ | (61,519) | $ | (68,299) | $ | (31,391) | |||||
| Stock-based compensation expense | 14,811 | 17,861 | 6,522 | ||||||||
| Change in fair value of warrants and derivatives | (5,350) | (33,196) | 931 | ||||||||
| Sales and use tax expense (income) (1) | (365) | 648 | 1,211 | ||||||||
| Restructuring | 1,763 | 86 | — | ||||||||
| Executive transition costs | 1,680 | 1,930 | — | ||||||||
| Duplicate headquarters rent | 1,747 | — | — | ||||||||
| Impairment of assets | 2,065 | — | — | ||||||||
| Transaction costs (2) | — | 6,053 | 1,545 | ||||||||
| Demurrage fees (3) | — | 2,610 | — | ||||||||
| Other items (4) | 104 | 4,638 | |||||||||
| Adjusted net loss | $ | (45,064) | $ | (67,669) | $ | (21,182) | |||||
| Net loss margin | (11.49) | % | (13.46) | % | (8.29) | % | |||||
| Adjusted net loss margin | (8.42) | % | (13.34) | % | (5.59) | % | |||||
| Adjusted net loss per common share - basic and diluted | $ | (0.26) | $ | (0.43) | $ | (0.45) | |||||
| Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted | 176,717,509 | 156,201,601 | 46,297,847 |
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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin and Adjusted EBITDA margin for the periods presented:
Adjusted EBITDA
| Fiscal Year Ended March 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (61,519) | $ | (68,299) | $ | (31,391) | |||||
| Interest expense | 4,372 | 5,464 | 10,923 | ||||||||
| Depreciation and amortization expense | 9,427 | 4,403 | 2,405 | ||||||||
| Stock-based compensation expense | 14,811 | 17,861 | 6,522 | ||||||||
| Change in fair value of warrants and derivatives | (5,350) | (33,196) | 931 | ||||||||
| Sales and use tax expense (income) (1) | (365) | 648 | 1,211 | ||||||||
| Restructuring | 1,763 | 86 | — | ||||||||
| Executive transition costs | 1,680 | 1,930 | — | ||||||||
| Duplicate headquarters rent | 1,747 | — | — | ||||||||
| Impairment of assets | 2,065 | — | — | ||||||||
| Transaction costs (2) | — | 6,053 | 1,545 | ||||||||
| Demurrage fees (3) | — | 2,610 | — | ||||||||
| Other Items (4) | 104 | 4,638 | — | ||||||||
| Adjusted EBITDA | $ | (31,265) | $ | (57,802) | $ | (7,854) | |||||
| Net loss margin | (11.49) | % | (13.46) | % | (8.29) | % | |||||
| Adjusted EBITDA margin | (5.84) | % | (11.39) | % | (2.07) | % |
(1) Sales and use tax expense relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax. Subsequently, as certain of these liabilities are waived by tax authorities or the applicable statute of limitations expires, the related accrued liability is reversed.
(2)Transactions costs represent non-recurring consulting and advisory costs with respect to the merger agreement entered into with Northern Star Acquisition Corp. on December 16, 2020.
(3)Demurrage fees are raised when the full container is not moved out of the port/terminal for unpacking within the allowed free days offered by the shipping line. The charge is levied by the shipping line to the importer.
(4)For fiscal year ended March 31, 2023, one-time items is comprised of tax penalties of $0.1 million. For fiscal year ended March 31, 2022, one-time items is comprised of loss on extinguishment of debt of $2.0 million, costs related to unrealized business ventures of $1.8 million, SOX implementation fees of $0.7 million, and loss on exercise of warrants of $0.1 million.
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The following table presents a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure prepared in accordance with U.S. GAAP, for each of the periods indicated:
Free Cash Flow
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Free cash flow reconciliation: | ||||||||||
| Net cash provided by (used in) operating activities | $ | 4,694 | $ | (172,338) | $ | (19,618) | ||||
| Capital expenditures | (21,320) | (21,172) | (4,825) | |||||||
| Free cash flow | $ | (16,626) | $ | (193,510) | $ | (24,443) |
Liquidity and Capital Resources
As of March 31, 2023, we had cash and cash equivalents of approximately $177.9 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and proceeds from borrowings (as defined below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we are in compliance with as of March 31, 2023 and expect to be in compliance with during the next 12 months.
We have restricted cash of $5.2 million as of March 31, 2023 to secure a letter of credit for four of our leases, which is expected to be maintained as a security deposit for the duration of the lease.
Our material cash requirements include our lease arrangements for corporate offices, warehouses and certain equipment. As of March 31, 2023, we had fixed lease payment obligations of $53.2 million, with $5.6 million payable within 12 months.
2025 Convertible Notes
On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.
On November 27, 2020, the Company used approximately $27.6 million of the net proceeds from the sale of the 2025 Convertible Notes to repay the previously outstanding term loans with Western Alliance Bank and Pinnacle Ventures, LLC (“Pinnacle”), which included $2.0 million of early repayment fees related to the Pinnacle loan.
The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1 of each year commencing December 1, 2021, compounded annually. The accrued interest of $4.4 million and $4.2 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2022 and 2021, respectively.
If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.
The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default
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that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of March 31, 2023. Therefore, the Company did not record a derivative liability related to these features as of March 31, 2023. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.
As of March 31, 2023 and March 31, 2022, the Company had $83.5 million and $79.2 million, respectively, of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.
Western Alliance Bank—Line of Credit and Term Loan
In October 2017, the Company entered into a loan and security agreement (the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provided for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020.
On December 7, 2018, the Company amended the Western Alliance Agreement, which included the issuance of a warrant to purchase common stock (“Subsequent Western Alliance Warrant”) to Western Alliance. The modification to the Western Alliance Agreement provided for an additional term loan of $10.0 million at issuance and an incremental seasonal loan of $5.0 million. The seasonal loan matured and was repaid on March 31, 2020. The term loan had a maturity date of December 31, 2021.
On July 31, 2020, the Company amended the Western Alliance Agreement and extended the expiration of the warrants to July 31, 2030. The modification to the Western Alliance Agreement amended the maturity date of the Credit Facility to August 12, 2021.
On November 27, 2020, the Company repaid the outstanding $10.0 million principal of the term loan with Western Alliance Bank, as well as $0.2 million of early repayment fees, using proceeds from the issuance of the 2025 Convertible Notes (the “2025 Convertible Notes”). See further discussion of the 2025 Convertible Notes issuance below.
In conjunction with the 2025 Convertible Notes issuance, the Company amended the Western Alliance Agreement to extend the Credit Facility repayment date from August 12, 2021 to December 31, 2021.
On January 22, 2021, the Company amended the Western Alliance Agreement to extend the Credit Facility maturity date to May 31, 2022.
On October 29, 2021, the Company and Western Alliance entered into the eleventh loan and security modification agreement, which increased the sublimit for foreign exchange services and export, import, and standby letters of credit under the Company’s existing loan and security agreement with Western Alliance to $2.7 million.
On May 27, 2022, the Company and Western Alliance entered into the twelfth loan and security modification agreement, which extended the Credit Facility maturity date to June 30, 2022.
On June 30, 2022, the Company and Western Alliance entered into the thirteenth loan and security modification agreement, which extended the Credit Facility maturity date to July 15, 2022.
On August 3, 2022, the Company and Western Alliance entered into the fourteenth loan and security modification agreement, which extended the Credit Facility maturity date to May 31, 2023.
On May 23, 2023, the Company and Western Alliance entered into the fifteenth loan and security modification agreement, which extended the Credit Facility maturity date to August 29, 2023.
As of March 31, 2023, there were no borrowings under the Credit Facility.
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The interest rate for borrowings under the Credit Facility, as amended, is equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.
The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.
As of March 31, 2023 and March 31, 2022, there were no outstanding borrowings under the Credit Facility. The full amount of the Credit Facility of $35.0 million is available to be borrowed by the Company if or when needed through the termination date of the agreement of August 29, 2023. The Company is currently exploring options for a credit facility upon this expiration.
Under the terms of this Credit Facility, the Company is required to comply with certain financial and non-financial covenants, including covenants to maintain certain liquidity amounts, as defined in the amended Western Alliance Agreement. As of March 31, 2023 and March 31, 2022, the Company was compliant with its financial covenants.
Cash Flows
Comparison of the Fiscal Years Ended March 31, 2023, 2022 and 2021.
The following table summarizes our cash flows for the fiscal years ended March 31, 2023, 2022 and 2021:
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| (in thousands) | ||||||||||
| Net cash provided by (used in) operating activities | $ | 4,694 | $ | (172,338) | $ | (19,618) | ||||
| Net cash used in investing activities | (21,145) | (21,172) | (4,825) | |||||||
| Net cash provided by (used in) financing activities | (2,099) | 355,458 | 54,498 | |||||||
| Effect of exchange rate changes on cash | (62) | — | — | |||||||
| Net increase (decrease) in cash and restricted cash | $ | (18,612) | $ | 161,948 | $ | 30,055 |
Cash flows provided by (used in) Operating Activities
Net cash flows in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.
Net cash flows used in operating activities is derived by adjusting our net loss for:
•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses; and
•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.
For the fiscal year ended March 31, 2023, net cash provided by operating activities was $4.7 million. The $4.7 million of net cash provided by operating activities consisted of net loss of $61.5 million adjusted for non-cash charges totaling $26.3 million and a net increase of $39.9 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $14.8 million for stock based compensation, $9.4 million for depreciation and amortization, and $4.9 million of right-of-use asset amortization . The increase in our net operating assets and liabilities was driven by a change in inventory of $33.5 million and proceeds from tenant improvement allowances of $7.4 million.
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For the fiscal year ended March 31, 2022, net cash used in operating activities was $172.3 million. The $172.3 million of net cash used in operating activities consisted of net loss of $68.3 million adjusted for non-cash charges totaling $7.6 million and a net decrease of $111.6 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $33.2 million for changes in fair value of warrants, $17.9 million for stock based compensation, $2.0 million loss on extinguishment of debt and $4.4 million for depreciation and amortization. The decrease in our net operating assets and liabilities was driven by the changes in inventory of $82.9 million to support current demand, accounts payable and accrued expenses of $13.5 million related to increased expenditures to support general business growth, as well as the timing of payments, other liabilities of $12.6 million, prepaid expenses and other current assets of $1.1 million, and accounts receivable of $1.1 million. The decrease in our net operating assets and liabilities was partially offset by the change in deferred revenue of $4.4 million.
For the fiscal year ended March 31, 2021, net cash used in operating activities was $19.6 million. The $19.6 million of net cash provided by operating activities consisted of net loss of $31.4 million adjusted for non-cash charges totaling $13.4 million and a net increase of $1.6 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $6.5 million for stock-based compensation, $3.5 million for amortization of deferred financing fees and debt discount, $2.4 million for depreciation and amortization and $0.9 million for changes in fair value of warrant and derivative liabilities. The increase in our net operating assets and liabilities was driven by the changes in accounts payable and accrued expenses of $16.5 million related to increased expenditures to support general business growth, as well as the timing of payments, and other liabilities of $13.3 million, and deferred revenue of $13.9 million, due to growth in our prepaid subscription sales. The increase in our net operating assets and liabilities was partially offset by the change in inventories of $37.8 million, accounts receivable of $5.0 million and prepaid expenses and other current assets of $2.2 million.
Cash flows used in Investing Activities
For the fiscal year ended March 31, 2023, net cash used in investing activities was $21.1 million, primarily due to capital expenditures for software implementations, new head office leasehold improvements, and warehouse machinery, leasehold improvements and equipment. Additionally, we received $7.4 million in cash for a tenants improvement allowance for our new head office, which is included in net cash from operating activities.
For the fiscal year ended March 31, 2022, and 2021, net cash used in investing activities was $21.2 million and $4.8 million, respectively, primarily due to capital expenditures for warehouse machinery, leasehold improvements, equipment, and the capitalization of labor and license costs associated with software development for internal use.
Cash flows provided by (used in) Financing Activities
For the fiscal year ended March 31, 2023, net cash used in financing activities was $2.1 million, primarily due to payments for finance lease obligations.
For the fiscal year ended March 31, 2022, net cash provided by financing activities was $355.5 million, primarily due to proceeds of $227.1 million proceeds from the Merger and proceeds from the PIPE of $200.0 million. The increase in cash provided by financing activities was partially offset by the repayments of outstanding borrowings on our line of credit of $34.3 million, payments of transaction costs of $25.2 million, payment of deferred underwriting fees $8.9 million, and repayment of the outstanding Paycheck Protection Program loan of $5.2 million.
For the fiscal year ended March 31, 2021, net cash provided by financing activities was $54.5 million, primarily due to proceeds of $75.8 million from the issuance of convertible notes and proceeds of $5.2 million from the loan issued under the PPP. The increase in cash provided by financing activities was partially offset by payments of long-term debt of $25.3 million and payments of transaction costs of $1.3 million.
Off-Balance Sheet Arrangements
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We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
This discussion and analysis of financial condition and results of operation is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimate and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods, Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies are described in greater details in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included in this Annual Report on Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. We have listed below our critical accounting estimates that we believe to have the greatest potential impact on our audited consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Revenue Recognition
Our primary sources of revenue are from sales of toys and accessories and consumables through our Direct to Consumer and Commerce segments. We recognize revenue upon delivery of products and services to our customer, as applicable. The recognition of revenue is determined through application of the following five-step model:
•Identification of the contract(s) with customers, as applicable;
•Identification of the performance obligation(s) in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligation(s) in the contract; and
•Recognition of revenue when or as the performance obligation(s) is satisfied.
Discounts are considered fixed consideration and represent a fixed reduction to revenue for each performance obligation. The sales returns and chargebacks allowance is considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. We have determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The expected value method estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome and is most appropriate when an entity has a large number of contracts that have similar characteristics. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale.
Our contract liability represents cash collections from our customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.
Inventories
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Inventories consist principally of finished goods, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value. Inventory costs consist of product and inbound shipping and handling costs. We assess the valuation of inventory and periodically write down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires us to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of revenues.
We review current business trends and forecasts, and inventory aging to determine adjustments which we estimate will be needed to liquidate existing excess inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market, as applicable. We believe that all inventory write-downs required at March 31, 2023, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of the current war in the Ukraine and its broader macroeconomic implications or the COVID-19 pandemic and the supply chain and logistics disruptions globally, it is possible that the required level of inventory reserves may need to be adjusted.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 — Summary of Significant Accounting Policies in our audited consolidated financial statements contained in this Annual Report on Form 10-K.
JOBS Act Accounting Election
We were an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). However, based on the market value of our common stock held by non-affiliates as of September 30, 2021, we became a large accelerated filer and thus ceased to be an emerging growth company on March 31, 2022. As a result, we were required to adopt new or revised accounting standards as required by public companies, including those standards which we had previously deferred pursuant to the JOBS Act. Additionally, we are no longer able to take advantage of the reduced regulatory and reporting requirements of emerging growth companies.
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FY 2022 10-K MD&A
SEC filing source: 0001819574-22-000049.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its consolidated subsidiaries. The audited consolidated financial statements as of March 31, 2022 and 2021 and for the fiscal years ended March 31, 2022, 2021 and 2020, respectively, present the financial position and results of operations and cash flows of BARK, Inc. and its wholly-owned subsidiaries.
Overview
Founded in 2011, BARK is the world’s most dog-centric company, devoted to making dogs happy with the best products, services and content. Our dog-obsessed team applies its data-driven understanding of what makes each dog special by designing playstyle-specific toys, satisfying treats, personal meal plans with supplements, and dog-first experiences designed to foster health and happiness of dogs everywhere. We aim to foster lifelong relationships with our customers and their pups in order to drive strong customer retention and lifetime value. BARK loyally serves dogs with themed toys and treats subscriptions, BarkBox and BARK Super Chewer; custom product collections through retail partners, including Target and Amazon; high-quality, personalized nutrition and meal plans with BARK Food; and health and wellness products with BARK Bright. As a direct to consumer-first company, our growing data and machine-learning capabilities inform future product development and enable BARK to provide personalized experiences and product offerings for dog parents nationwide.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”
Acquisition of new subscriptions
Our ability to attract new subscriptions is a key factor for our future growth. To date we have successfully acquired new subscriptions through marketing and the development of our brands. As a result, revenue has increased each year since our launch. If we are unable to acquire sufficient new subscriptions in the future, our revenue might decline. New subscriptions could be negatively impacted if our marketing efforts are less effective in the future. Increases in advertising rates could also negatively impact our ability to acquire new subscriptions cost effectively. Consumer tastes, preferences, and sentiment for our brands may also change and result in decreased demand for our products and services.
Retention of existing subscribers
Our ability to retain subscribers is a key factor in our ability to generate revenue growth. Most of our current subscribers purchase products through subscription-based plans, where subscribers are billed and sent products on a recurring basis. The recurring nature of this revenue provides us with a certain amount of predictability for future revenue. If customer behavior changes, and customer retention decreases in the future, then future revenue will be negatively impacted.
Investments in growth
We expect to continue to focus on long-term growth through investments in product offerings and the dog and dog parent experience. We are working to enhance our offerings and expand the breadth of the products and
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offerings, including BARK Food and BARK Bright. We expect to make additional investments in marketing to acquire new subscribers and customers. Additionally, we intend to continue to invest in our fulfillment and operating capabilities. In the short term, we expect these investments to increase our operating expenses; however, in the long term, we anticipate that these investments will positively impact our results of operations.
Expansion of new offerings
We expect to continue to invest in the expansion of our new offerings, including BARK Food, BARK Bright and potential new offerings. By expanding our product lines we seek to attract new customers as well as increase sales to our existing customers. Continuing expansion into new categories, such as BARK Food and BARK Bright will require financial investments in additional headcount, marketing and customer acquisition expenses, and additional operational capabilities and may require the purchase of new inventory. If we are unable to generate sufficient demand for these new offerings, we may not recover the financial investments we make into new categories and revenue may not increase in the future.
Impact of COVID-19
The extent to which the COVID-19 pandemic will continue to impact our business will depend on future developments related to the geographic spread of the disease, the duration and severity of the outbreak, travel restrictions, required social distancing, governmental mandates, business closures or governmental or business disruptions, and the effectiveness of actions taken in the United States and other countries to prevent, contain and treat the virus and any additional government stimulus programs. These impacts are highly uncertain and cannot be predicted with certainty.
As this crisis unfolded, we monitored conditions closely and adapted our operations to meet federal, state and local standards, while continuing to meet the needs of the dogs and dog parents we serve and to ensure the safety and well-being of our team members. While conditions appear to be improving, we are still unable to predict the duration of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19, and therefore the ultimate impact of the COVID-19 pandemic on our operating results, financial condition and cash flows. As such, risks still remain. In addition, the COVID-19 pandemic has had, and continues to have, an unprecedented and unexpected effect on the global economy, civil society, labor markets, and certain industries. As a result, it is difficult to predict the magnitude or scope of the impact these effects will or may have directly, or indirectly, on our business, operating results and financial condition.
We continued to experience increases in inbound freight costs due to the challenges in the current import market, as transpacific ships and trade lanes continue to be overburdened with volume and experience a significant shortage of equipment and capacity due to the COVID-19 pandemic. We also continued to experience supply chain disruptions, including increased demurrage fees related to freight, during the fiscal year ended March 31, 2022. We expect increased freight costs and supply chain disruptions to continue to impact our business, although we cannot predict the duration or magnitude of such impacts. Please refer to the “Special Note Regarding Forward-Looking Statements” and the “Risk Factors” in this Annual Report on Form 10-K.
Key Performance Indicators
We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results
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of operations and financial condition together with our audited consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| Subscription Shipments (in thousands) | 14,906 | 11,619 | 7,618 | ||||||
| Average Monthly Subscription Shipment Churn | 7.0% | 5.9% | 7.5% | ||||||
| Active Subscriptions (in thousands) | 2,265 | 1,826 | 1,207 | ||||||
| New Subscriptions (in thousands) | 1,164 | 1,200 | 627 | ||||||
| CAC | $ | 53.43 | $ | 47.55 | $ | 55.44 | |||
| LTV:CAC | 4.7x | 6.3x | 3.9x | ||||||
| Average Order Value | $ | 30.06 | $ | 28.74 | $ | 26.80 |
Subscription Shipments
We define Subscription Shipments as the total number of subscription product shipments shipped in a given period. Subscription Shipments does not include gift subscriptions or one-time subscription shipments.
Average Monthly Subscription Shipment Churn
Average Monthly Subscription Shipment Churn is calculated as the average number of subscription shipments that have been cancelled in the last three months, divided by the average monthly active subscription shipments in the last three months. The number of cancellations used to calculate Average Monthly Subscription Shipment Churn is net of the number of subscriptions reactivated during the last three months.
Active Subscriptions
Our ability to expand the number of Active Subscriptions is an indicator of our market penetration and growth. We define Active Subscriptions as the total number of unique product subscriptions with at least one shipment during the last 12 months. Active Subscriptions does not include gift subscriptions or one-time subscription purchases.
New Subscriptions
We define New Subscriptions as the number of unique subscriptions with their first shipment occurring in a period.
Customer Acquisition Cost
Customer Acquisition Cost (“CAC”) is a measure of the cost to acquire New Subscriptions in our Direct to Consumer business segment. This unit economic metric indicates how effective we are at acquiring each New Subscription. CAC is a monthly measure defined as media spend in our Direct to Consumer business segment in the period indicated, divided by total New Subscriptions in such period. Direct to Consumer media spend is primarily comprised of internet and social media advertising fees.
Lifetime Value
Lifetime Value ("LTV") is the dollar value of each subscription as measured by the cumulative Direct to Consumer Gross Profit for the average life of the subscription.
Average Order Value
Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Subscription Shipments for the same period.
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Components of Our Results of Operations
We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our chief operating decision maker (“CODM”), reviews and assesses the performance of the business.
Revenue
Direct to Consumer
Direct to Consumer revenue consists of product sales through our monthly subscription boxes, as well as sales through our website, BarkShop.com (“BarkShop”):
Toys and Treats Subscriptions—Our principal revenue generating products consist of a tailored assortment of premium and highly durable toys and treats sold through our BarkBox and Super Chewer monthly subscriptions. BarkBox and Super Chewer subscription rates vary based on the type of subscription plan selected by the customer, with Super Chewer’s price point being slightly higher based on additional costs of the more durable product, but resulting in similar gross margins. Subscription plans are offered as monthly, six month or annual commitments. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box.
On a monthly basis, toys and treats subscription customers have the option to purchase additional toys, treats, or essential products to add to their respective subscription boxes, through our add to box (“ATB”) offering. ATB revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the subscriber.
BARK Bright—BARK Bright revenue consists of sales of our health and wellness solutions, with our initial product being a dental solution, sold primarily through monthly subscriptions. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box. Revenue for BARK Bright sales to retailers and through marketplaces is recognized at a point in time upon delivery of goods.
BARK Food—BARK Food revenue consists of sales of personalized and nutritious meals for dogs sold at a meal per day price. Revenue is recognized at a point in time, as control is transferred to the customer upon delivery of goods.
BarkShop—BarkShop revenue consists of sales of individual toys, treats and other products through our website, BarkShop. Revenue relating to the sale of goods on BarkShop is recognized at a point in time as control is transferred to the customer upon delivery of goods.
Commerce
We also generate revenue from product sales to retailers and through marketplaces. See below for additional information on each offering.
Retail—Retail revenue consists of sales of individual BARK toys, treats, and BARK Bright health and wellness solutions, mainly through major retailers. Revenue is recognized upon delivery to retailer.
Online Marketplaces—Online marketplaces revenue consists of sales of toys, BARK Bright health and wellness solutions and BARK Home products sold through major marketplaces. BARK Home consists of an assortment of proprietary essential products for daily life, including dog beds, bowls, collars, harnesses and leashes. Online marketplaces revenue is recognized upon delivery of goods to the end customer.
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Cost of Revenue
Cost of revenue primarily consists of the purchase price of inventory sold, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.
Operating Expenses
Operating expenses consist of general and administrative and advertising and marketing expenses.
General and Administrative
General and administrative expenses consists primarily of compensation and benefit expenses, including stock-based compensation, fulfillment and shipping costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers. General and administrative expenses also includes fees charged by third parties that provide payment processing services, office expense, including rent, insurance, professional service fees, donations by us to dog-centered causes of goods-in-kind and other general overhead costs including those related to depreciation and amortization of fixed and intangible assets, account management support teams, commissions and donations.
We expect to incur additional general and administrative expenses as a result of becoming a public company, including expenses related to compliance and reporting obligations of public companies, and increased costs for insurance, investor relations expenses, and professional services. As a result, we expect that our general and administrative expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.
Advertising and Marketing
Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.
Interest Expense
Interest expense primarily consists of interest incurred under our line of credit, term loan and convertible promissory notes agreements, and amortization of debt issuance costs.
Other Income (Expense), Net
Other income (expense), net, primarily consists of changes in the fair value of our warrant liabilities and loss on extinguishment of debt.
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Results of Operations
We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our audited consolidated financial statements for the fiscal years ended March 31, 2022, 2021, and 2020 included elsewhere in this Annual Report on Form 10-K.
| Fiscal Year Ended March 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | |||||||||||||
| (in thousands) | |||||||||||||||||
| Consolidated Statement of Operation Data: | |||||||||||||||||
| Revenue | |||||||||||||||||
| Direct to Consumer | $ | 448,074 | $ | 333,970 | $ | 204,151 | 34.2 | % | 63.6 | % | |||||||
| Commerce | 59,332 | 44,634 | 20,184 | 32.9 | % | 121.1 | % | ||||||||||
| Total revenue | 507,406 | 378,604 | 224,335 | 34.0 | % | 68.8 | % | ||||||||||
| Cost of revenue | |||||||||||||||||
| Direct to Consumer | 187,991 | 128,044 | 79,191 | 46.8 | % | 61.7 | % | ||||||||||
| Commerce | 37,309 | 24,620 | 9,730 | 51.5 | % | 153.0 | % | ||||||||||
| Total cost of revenue | 225,300 | 152,664 | 88,921 | 47.6 | % | 71.7 | % | ||||||||||
| Gross profit | 282,106 | 225,940 | 135,414 | 24.9 | % | 66.9 | % | ||||||||||
| Operating expenses: | |||||||||||||||||
| General and administrative | 301,870 | 179,510 | 115,893 | 68.2 | % | 54.9 | % | ||||||||||
| Advertising and marketing | 74,417 | 67,029 | 46,147 | 11.0 | % | 45.3 | % | ||||||||||
| Total operating expenses | 376,287 | 246,539 | 162,040 | 52.6 | % | 52.1 | % | ||||||||||
| Loss from operations | (94,181) | (20,599) | (26,626) | 357.2 | % | -22.6 | % | ||||||||||
| Interest expense | (5,464) | (10,923) | (5,421) | -50.0 | % | 101.5 | % | ||||||||||
| Other income (expense), net | 31,346 | 131 | 679 | N/M | -80.7 | % | |||||||||||
| Net loss before income taxes | (68,299) | (31,391) | (31,368) | 117.6 | % | 0.1 | % | ||||||||||
| Provision for income taxes | — | — | — | 0.0 | % | 0.0 | % | ||||||||||
| Net loss | $ | (68,299) | $ | (31,391) | $ | (31,368) | 117.6 | % | 0.1 | % | |||||||
| N/M means not meaningful. |
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Comparison of the Fiscal Years Ended March 31, 2022 and March 31, 2021
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | $ | 448,074 | $ | 333,970 | $ | 114,104 | 34.2 | % | ||||||
| Commerce | 59,332 | 44,634 | 14,698 | 32.9 | % | |||||||||
| Total revenue | $ | 507,406 | $ | 378,604 | $ | 128,802 | 34.0 | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 88.3 | % | 88.2 | % | ||||||||||
| Commerce | 11.7 | % | 11.8 | % |
Direct to Consumer revenue increased by $114.1 million, or 34.2%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase was primarily driven by a 3.3 million, or 28.3%, increase in Subscription Shipments, in addition to a 4.6% increase in average order value during the period.
Commerce revenue increased by $14.7 million, or 32.9%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase was driven by an increase in revenue from existing and new retail partners.
Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 260,083 | $ | 205,926 | $ | 54,157 | 26.3 | % | ||||||
| Commerce | 22,023 | 20,014 | 2,009 | 10.0 | % | |||||||||
| Total gross profit | $ | 282,106 | $ | 225,940 | $ | 56,166 | 24.9 | % | ||||||
| Percentage of revenue | 55.6 | % | 59.7 | % |
Direct to Consumer and Commerce gross profit increased by $54.2 million and $2.0 million, respectively, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021, driven by the $128.8 million increase in revenue during the period.
Gross profit as a percentage of revenue decreased to 55.6% for the fiscal year ended March 31, 2022 compared to 59.7% for the fiscal year ended March 31, 2021. The decrease is primarily due to charges to make certain adjustments to inventory for shrinkage and slow moving items and, an inventory write-down we made related to a strategic narrowing of focus on products we intend to sell, as well as an increase in costs for inbound freight.
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Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| General and administrative | $ | 301,870 | $ | 179,510 | $ | 122,360 | 68.2 | % | ||||||
| Percentage of revenue | 59.5 | % | 47.4 | % |
General and administrative expense increased by $122.4 million, or 68.2%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase during the period was primarily due to increased fulfillment and shipping costs of $60.9 million attributable to the 28.3% increase in Subscription Shipments and increased third-party shipping rates; increased compensation expense of $32.5 million attributable to an increase in employee headcount, including stock-based compensation expense of $10.8 million; increased audit, professional, and legal fees of $13.4 million primarily related to growth of operations and requirements as a new publicly traded company; and increase in other general and administrative expenses of $6.1 million.
Other general and administrative expense increased by $6.1 million, or 105%, for the fiscal year ended March 31, 2022. The increase during the period is primarily attributable to a donation of dog beds in the fourth quarter which resulted in a $2.0 million increase in donation expense. From time to time, we make voluntary contributions of inventory items to dog-centered causes. This is a strategic initiative that supports our mission to make all dogs happy, promotes our corporate social responsibility credentials, and elevates our brand in the process. The increase is further attributable to an increase in insurance expense of $1.8 million related to requirements as a new publicly traded company, increased freight and transfer expense of $1.3 million, increased fees and penalties of $0.6 million related to shipping charges; and increased bad debt expense of $0.3 million related to retail accounts receivable.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 74,417 | $ | 67,029 | $ | 7,388 | 11.0 | % | ||||||
| Percentage of revenue | 14.7 | % | 17.7 | % |
Advertising and marketing expense increased by $7.4 million, or 11.0%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021.The increase during the period was primarily due to increased media advertising spend of $3.7 million, increased marketing costs of $0.4 million and increased employment costs of $3.0 million due to headcount growth. The remaining increase was attributable to increased production costs of $0.2 million.
Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (5,464) | $ | (10,923) | $ | 5,459 | (50.0) | % | ||||||
| Percentage of revenue | (1.1) | % | (2.9) | % |
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Interest expense decreased by $5.5 million, or 50.0%, for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This decrease was primarily attributable to reduced levels of debt in the fiscal year ended March 31, 2022.
Other Income (Expense), Net
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||
| ( in thousands) | |||||||||||
| Other income (expense), net | 31,346 | 131 | $ | 31,215 | N/M | ||||||
| Percentage of revenue | 6.2 | % | — | % | |||||||
| N/M means not meaningful. |
Other income (expense), net increased by $31.2 million for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021. This increase in other income (expense), net, was primarily due to the $33.2 million of income related to the changes in fair value of our warrant liabilities during the period.
Comparison of the Fiscal Years Ended March 31, 2021 and March 31, 2020
Revenue
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Revenue | ||||||||||||||
| Direct to Consumer | $ | 333,970 | $ | 204,151 | $ | 129,819 | 63.6 | % | ||||||
| Commerce | 44,634 | 20,184 | 24,450 | 121.1 | % | |||||||||
| Total revenue | $ | 378,604 | $ | 224,335 | $ | 154,269 | 68.8 | % | ||||||
| Percentage of Revenue | ||||||||||||||
| Direct to Consumer | 88.2 | % | 91.0 | % | ||||||||||
| Commerce | 11.8 | % | 9.0 | % |
Direct to Consumer revenue increased by $129.8 million, or 63.6%, for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This increase was primarily due to the 52.5% or 4.0 million increase in Subscription Shipments. Additionally, ATB revenue increased by $15.1 million during the period, from $2.4 million to $17.5 million for the fiscal years ended March 31, 2020 and 2021, respectively.
Commerce revenue increased by $24.5 million for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This increase was primarily due to volume increases amongst existing retail partners, as well as the addition of new retail partners since March 31, 2020.
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Gross Profit
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Gross Profit | ||||||||||||||
| Direct to Consumer | $ | 205,926 | $ | 124,960 | $ | 80,966 | 64.8 | % | ||||||
| Commerce | $ | 20,014 | $ | 10,454 | $ | 9,560 | 91.4 | % | ||||||
| Total gross profit | $ | 225,940 | $ | 135,414 | $ | 90,526 | 66.9 | % | ||||||
| Percentage of revenue | 59.7 | % | 60.4 | % |
Direct to Consumer gross profit increased by $81.0 million for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020.
Commerce gross profit increased by $9.6 million for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020.
Gross profit as a percentage of revenue decreased for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This decrease was primarily due to increased costs related to inbound freight and royalty fees related to strategic license partnerships entered into during the period to enhance our customers’ experience by creating timely and relevant toys.
Operating Expenses
General and Administrative Expense
| Fiscal Year Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| ( in thousands) | |||||||||||||
| General and administrative | $ | 179,510 | 115,893 | $ | 63,617 | 54.9 | % | ||||||
| Percentage of revenue | 47.4 | % | 51.7 | % |
General and administrative expense increased by $63.6 million, or 54.9%, for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This increase was primarily due to an increase of $41.8 million in fulfillment and shipping costs due to the increase in Active Subscriptions in the period, increased compensation expense of $17.0 million, as a result of higher employee headcount, consultant fees and stock-based compensation expense, increased payment processing fees of $2.7 million, increased marketplace sellers fees of $1.7 million, increased other operating expenses of $1.3 million, increased professional and legal expenses of $1.4 million, increased software expenses of $1.3 million and increased depreciation and amortization expense of $1.0 million. These increases were partially offset by a decrease of $3.4 million in sales and use tax, which was driven by a significant adjustment recorded during the fiscal year ended March 31, 2020 related to the U.S. Supreme Court ruling allowing states to enforce a sales and use tax collection obligation on remote vendors. In addition, there were decreases of $0.8 million in travel and entertainment and office expenses due to the travel restrictions and employees
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working remotely due to the COVID-19 pandemic. We do not expect travel and entertainment and office expenses to remain at these decreased levels.
Advertising and Marketing
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Advertising and marketing | $ | 67,029 | $ | 46,147 | $ | 20,882 | 45.3 | % | ||||||
| Percentage of revenue | 17.7 | % | 20.6 | % |
Advertising and marketing expense increased by $20.9 million, or 45.3%, for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This increase was primarily due to media advertising spend which increased from $37.9 million for the fiscal year ended March 31, 2020 to $59.8 million for the fiscal year ended March 31, 2021, or $21.9 million. The increase in media spend was incurred to drive the increase in New Subscriptions.
Of the $59.8 million of media spend during the fiscal year ended March 31, 2021, $57.1 million related to Direct to Consumer and $2.7 million related to Commerce. Of the $37.9 million of media spend during the fiscal year ended March 31, 2020, $34.8 million related to Direct to Consumer and $3.1 million related to Commerce.
Interest Expense
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Interest expense | $ | (10,923) | $ | (5,421) | $ | (5,502) | 101.5 | % | ||||||
| Percentage of revenue | (2.9) | % | (2.4) | % |
Interest expense increased by $5.5 million, or 101.5%, for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This increase was due primarily to non-cash interest in connection with our convertible promissory notes.
Other Income (Expense), Net
| Fiscal Year Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | |||||||||||
| ( in thousands) | ||||||||||||||
| Other income (expense), net | $ | 131 | $ | 679 | $ | (548) | -80.7 | % | ||||||
| Percentage of revenue | — | % | 0.3 | % |
Other income decreased by $0.5 million, or 80.7%, for the fiscal year ended March 31, 2021 compared to the fiscal year ended March 31, 2020. This decrease in Other income was due to increased expense of $1.0 million related changes in fair value of our derivative liabilities and decreased rental income from our subleases of $0.3 million, offset by $0.8 million of other income related to a settlement agreement payment received during the period.
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Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, management believes that Adjusted Net Income (Loss), Adjusted Net Income (Loss) Margin, Adjusted Net Income (Loss) Per Common Share, Adjusted EBITDA and Adjusted EBITDA Margin, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.
We calculate Adjusted Net Income (Loss) as net income (loss), adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax expense, (4) one-time transaction costs associated with the financing and merger, (5) demurrage fees related to freight and (6) other one-time items.
We calculate Adjusted Net Income (Loss) Margin by dividing Adjusted Net Income (Loss) for the period by Revenue for the period.
We calculate Adjusted Net Income (Loss) Per Common Share by dividing Adjusted Net Income (Loss) for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.
We calculate Adjusted EBITDA as net income (loss), adjusted to exclude: (1) interest expense, (2) depreciation and amortization, (3) stock-based compensation expense, (4) change in fair value of warrants and derivatives, (5) sales and use tax expense, (6) one-time transaction costs associated with the financing and merger, (7) demurrage fees related to freight and (8) other one-time items.
We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.
The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures are helpful to our investors as they are measures used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for our company and (4) Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net income (loss) and other results stated in accordance with GAAP.
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The following table presents a reconciliation of Adjusted Net Loss to net loss, the most directly comparable financial measure stated in accordance with GAAP, and the calculation of net loss margin, Adjusted Net Loss Margin and Adjusted Net Loss Per Common Share for the periods presented:
Adjusted Net Loss
| Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Net loss | $ | (68,299) | $ | (31,391) | $ | (31,368) | |||||
| Stock-based compensation expense | 17,861 | 6,522 | 1,817 | ||||||||
| Change in fair value of warrants and derivatives | (33,196) | 931 | (96) | ||||||||
| Sales and use tax expense (1) | 648 | 1,211 | 5,023 | ||||||||
| Transaction costs (2) | 6,053 | 1,545 | — | ||||||||
| Demurrage fees (3) | 2,610 | — | — | ||||||||
| Other one-time items (4) | 6,653 | — | — | ||||||||
| Adjusted net loss | $ | (67,669) | $ | (21,182) | $ | (24,624) | |||||
| Net loss margin | (13.46) | % | (8.29) | % | (13.98) | % | |||||
| Adjusted net loss margin | (13.34) | % | (5.59) | % | (10.98) | % | |||||
| Adjusted net loss per common share - basic and diluted | $ | (0.43) | $ | (0.46) | $ | (0.55) | |||||
| Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted | 156,201,601 | 46,297,847 | 45,110,365 |
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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, and the calculation of net loss margin and Adjusted EBITDA margin for the periods presented:
Adjusted EBITDA
| Fiscal Year Ended March 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (68,299) | $ | (31,391) | $ | (31,368) | |||||
| Interest expense | 5,464 | 10,923 | 5,421 | ||||||||
| Depreciation and amortization expense | 4,403 | 2,405 | 1,397 | ||||||||
| Stock-based compensation expense | 17,861 | 6,522 | 1,817 | ||||||||
| Change in fair value of warrants and derivatives | (33,196) | 931 | (96) | ||||||||
| Sales and use tax expense (1) | 648 | 1,211 | 5,023 | ||||||||
| Transaction costs (2) | 6,053 | 1,545 | — | ||||||||
| Demurrage fees (3) | 2,610 | — | — | ||||||||
| Other one-time items (4) | 6,653 | — | — | ||||||||
| Adjusted EBITDA | $ | (57,802) | $ | (7,854) | $ | (17,806) | |||||
| Net loss margin | (13.46) | % | (8.29) | % | (13.98) | % | |||||
| Adjusted EBITDA margin | (11.39) | % | (2.07) | % | (7.94) | % |
(1) Sales and use tax expense relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax.
(2)Transactions costs represent non-recurring consulting and advisory costs with respect to the merger agreement entered into with Northern Star Acquisition Corp. on December 16, 2020.
(3)Demurrage fees are raised when the full container is not moved out of the port/terminal for unpacking within the allowed free days offered by the shipping line. The charge is levied by the shipping line to the importer.
(4)For fiscal year ended March 31, 2022, other one-time items is comprised of loss on extinguishment of debt of $2.0 million, executive transition costs, including recruiting, bonus and relocation related expenses of $1.9 million, costs related to unrealized business ventures of $1.8 million, SOX implementation fees of $0.7 million, loss on exercise of warrants of $0.1 million and restructuring related expenses of $0.1 million.
Liquidity and Capital Resources
As of March 31, 2022, we had cash and cash equivalents of approximately $199.4 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and proceeds from borrowings (as defined below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we are in compliance with as of March 31, 2022 and expect to be in compliance with during the next 12 months.
We have restricted cash of $2.3 million as of March 31, 2022 to secure a letter of credit for two of our leases, which is expected to be maintained as a security deposit for the duration of the lease.
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Our material cash requirements include our facility lease arrangements for corporate offices, warehouses and certain equipment . As of March 31, 2022, we had fixed lease payment obligations of $36.4 million, with $5.7 million payable within 12 months.
Western Alliance Bank—Line of Credit and Term Loan
In October 2017, the Company entered into a loan and security agreement (the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provided for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020.
On December 7, 2018, the Company amended the Western Alliance Agreement, which included the issuance of a warrant to purchase common stock (“Subsequent Western Alliance Warrant”) to Western Alliance. The modification to the Western Alliance Agreement provided for an additional term loan of $10.0 million at issuance and an incremental seasonal loan of $5.0 million. The seasonal loan matured and was repaid on March 31, 2020. The term loan had a maturity date of December 31, 2021.
On July 31, 2020, the Company amended the Western Alliance Agreement and extended the expiration of the warrants to July 31, 2030. The modification to the Western Alliance Agreement amended the maturity date of the Credit Facility to August 12, 2021.
On November 27, 2020, the Company repaid the outstanding $10.0 million principal of the term loan with Western Alliance Bank, as well as $0.2 million of early repayment fees, using proceeds from the issuance of the 2025 Convertible Notes (the “2025 Convertible Notes”). See further discussion of the 2025 Convertible Notes issuance below.
In conjunction with the 2025 Convertible Notes issuance, the Company amended the Western Alliance Agreement to extend the Credit Facility repayment date from August 12, 2021 to December 31, 2021.
On January 22, 2021, the Company amended the Western Alliance Agreement to extend the Credit Facility maturity date to May 31, 2022.
On October 29, 2021, the Company and Western Alliance entered into the eleventh loan and security modification agreement, which increased the sublimit for foreign exchange services and export, import, and standby letters of credit under the Company’s existing loan and security agreement with Western Alliance to $2.7 million.
On May 27, 2022, the Company and Western Alliance entered into the twelfth loan and security modification agreement, which extended the Credit Facility maturity date to June 30, 2022.
As of March 31, 2022, there were no borrowings under the Credit Facility.
The interest rate for borrowings under the Credit Facility, as amended, is equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and 5.25%, plus (ii) half of one percent (0.50%), per annum. As of March 31, 2021 and 2020 the weighted-average interest rate for the Western Alliance Credit Facility and term loans was 5.75% and 6.09%, respectively.
The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80%) of our trailing three months of subscription revenue. Western Alliance has a first lien perfected security interest in substantially all of our assets, including our rights to our intellectual property.
Under the terms of this Credit Facility, we are required to comply with certain financial and nonfinancial covenants, including covenants to maintain certain liquidity amounts, as defined in the Western Alliance Agreement, as amended.
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Convertible Promissory Notes
On December 19, 2019, we entered into a note purchase agreement and issued individual convertible promissory notes thereunder, with an option for subsequent closings through May 1, 2020 for up to $10.0 million in aggregate principal. We received gross proceeds of $3.9 million in two December 2019 closings. The notes bore interest at a rate of 7% per year, capitalized quarterly, and payable in kind. The notes have a maturity date of December 19, 2024, unless previously converted into equity securities pursuant to the terms of the note purchase agreement.
On March 31, 2020, we entered into a note purchase agreement and issued individual convertible promissory notes thereunder, with an option for subsequent closings through May 1, 2020 for up to $10.0 million in aggregate principal. We received gross proceeds of $1.5 million from the initial closing of the note purchase agreement on March 31, 2020 with employees, founders, and existing investors, representing a related party transaction. The agreement consisted of both Pro Rata Notes and Super Pro Rata Notes. Pro-Rata Notes are defined as one or more promissory notes issued to each lender with respect to the amount of the lender’s consideration, up to the lender’s pro rata amount as set forth in the note purchase agreement. Super Pro-Rata Notes are defined as one or more promissory notes issued to each lender with respect to the lender’s amount of consideration paid in excess of their pro rata amount. The Super Pro Rata Notes bore interest at a rate of 10% per year, capitalized quarterly, and payable in kind, while the Pro Rata Notes bear interest at a rate of 8% per year, capitalized quarterly, and payable in kind. Both the Pro Rata and Super Pro Rata notes have a maturity date of March 30, 2023, unless previously converted into equity securities pursuant to the terms of the note purchase agreement.
On May 1, 2020, we received gross proceeds of $1.0 million from the second closing of the March 31, 2020 note purchase agreement with existing investors.
On June 18, 2020, we amended a previously existing term loan agreement, which extended the initial principal repayment period. In consideration of the modification, we issued to the lender convertible promissory notes under the March 31, 2020 note purchase agreement of $0.8 million from the third closing of the March 31, 2020 note purchase agreement.
On December 16, 2020, in connection with the execution of the Merger Agreement, we amended the note purchase agreements associated with the convertible notes issued in 2019 and 2020 to amend the conversion terms of the notes.
On June 1, 2021, in connection with the closing of the Merger, the outstanding principal and interest of the 2019 Notes and 2020 Notes were converted to 1,135,713 shares of our common stock, with a fair value of $12.8 million. The conversion of the notes resulted in a loss on extinguishment of $2.0 million recorded to other expense included in other income, net on the consolidated statement of operations and comprehensive loss, as well as a capital contribution of $0.5 million recorded to additional paid-in-capital on the consolidated balance sheet for the portion of the loss associated with the 2020 Notes which were with related parties.
Paycheck Protection Program
On April 24, 2020, we received funds of $5.2 million under the Paycheck Protection Program (“PPP”), a part of the CARES Act. The loan was serviced by Western Alliance Bank, and the application for these funds required us to, in good faith, certify that the current economic uncertainty made the loan necessary to support ongoing operations. On June 11, 2021, we voluntarily repaid the outstanding principal and interest amounts outstanding of the PPP loan.
2025 Convertible Notes
On November 27, 2020, we issued $75.0 million aggregate principal amount of 2025 Convertible Notes to Magnetar Capital, LLC (“Magnetar”). We received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million.
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We used approximately $27.6 million of the net proceeds from the sale of the 2025 Convertible Notes to repay the outstanding term loans with Western Alliance Bank and Pinnacle Ventures, LLC (“Pinnacle”), which included $2.0 million of early repayment fees related to the Pinnacle loan.
The 2025 Convertible Notes are governed by an indenture, dated as of November 27, 2020, between us and U.S. Bank National Association, as trustee and collateral agent. The 2025 Convertible Notes will bear interest at the annual rate of 5.50%, payable annually on December 1st commencing December 1, 2021, compounded annually. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.
Cash Flows
Comparison of the Fiscal Years Ended March 31, 2022, 2021 and 2020.
The following table summarizes our cash flows for the fiscal years ended March 31, 2022, 2021 and 2020:
| Fiscal Year Ended March 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| (in thousands) | ||||||||||
| Net cash used in operating activities | $ | (172,338) | $ | (19,618) | $ | (19,666) | ||||
| Net cash used in investing activities | (21,172) | (4,825) | (4,677) | |||||||
| Net cash provided by financing activities | 355,458 | 54,498 | 22,678 | |||||||
| Net increase (decrease) in cash and restricted cash | $ | 161,948 | $ | 30,055 | $ | (1,665) |
Cash flows used in Operating Activities
Net cash flows in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.
Net cash flows used in operating activities is derived by adjusting our net loss for:
•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses;
•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.
For the fiscal year ended March 31, 2022, net cash used in operating activities was $172.3 million. The $172.3 million of net cash used in operating activities consisted of net loss of $68.3 million adjusted for non-cash charges totaling $7.6 million and a net decrease of $111.6 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $33.2 million for changes in fair value of warrants, $17.9 million for stock based compensation, $2.0 million loss on extinguishment of debt and $4.4 million for depreciation and amortization. The decrease in our net operating assets and liabilities was driven by the changes in inventory of $82.9 million to support current demand, accounts payable and accrued expenses of $13.5 million related to increased expenditures to support general business growth, as well as the timing of payments, other liabilities of $12.6 million, prepaid expenses and other current assets of $1.1 million, and accounts receivable of $1.1 million. The decrease in our net operating assets and liabilities was partially offset by the change in deferred revenue of $4.4 million.
For the fiscal year ended March 31, 2021, net cash used in operating activities was $19.6 million. The $19.6 million of net cash provided by operating activities consisted of net loss of $31.4 million adjusted for non-cash charges totaling $13.4 million and a net increase of $1.6 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $6.5 million for stock-based compensation, $3.5 million for amortization of deferred financing fees and debt discount, $2.4 million for depreciation and amortization and $0.9 million for changes in fair value of warrant and derivative liabilities. The increase in our net operating assets and liabilities was driven by the changes in accounts payable and accrued expenses of $16.5 million related to increased expenditures
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to support general business growth, as well as the timing of payments, and other liabilities of $13.3 million, and deferred revenue of $13.9 million, due to growth in our prepaid subscription sales. The increase in our net operating assets and liabilities was partially offset by the change in inventories of $37.8 million, accounts receivable of $5.0 million and prepaid expenses and other current assets of $2.2 million.
For the fiscal year ended March 31, 2020, $19.7 million of net cash used in operating activities consisted of a net loss of $31.4 million adjusted for non-cash charges of $4.7 million and a net increase of $7.0 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $1.8 million for stock-based compensation, $1.4 million for depreciation and amortization and $1.3 million for amortization of deferred financing fees and debt discount. The increase in our net operating assets and liabilities was driven by the changes in accounts payable and accrued expenses of $11.9 million related to increased expenditures to support general business growth, as well as the timing of payments, other liabilities of $10.4 million and deferred revenue of $1.1 million, due to growth in our prepaid subscription sales. The increase in our net operating assets and liabilities was partially offset by the change in inventories for $13.0 million, accounts receivable of $2.4 million and prepaid expenses and other current assets of $1.0 million.
Cash flows used in Investing Activities
For the fiscal years ended March 31, 2022, 2021, and 2020, net cash used in investing activities was $21.2 million, $4.8 million, and $4.7 million respectively, primarily due to capital expenditures for warehouse machinery, leasehold improvements and equipment.
Cash flows provided by Financing Activities
For the fiscal year ended March 31, 2022, net cash provided by financing activities was $355.5 million, primarily due to proceeds of $227.1 million proceeds from the Merger and proceeds from the PIPE of $200.0 million. The increase in cash provided by financing activities was partially offset by the repayments of outstanding borrowings on our line of credit of $34.3 million, payments of transaction costs of $25.2 million, payment of deferred underwriting fees $8.9 million, and repayment of the outstanding PPP loan of $5.2 million.
For the fiscal year ended March 31, 2021, net cash provided by financing activities was $54.5 million, primarily due to proceeds of $75.8 million from the issuance of convertible notes and proceeds of $5.2 million from the loan issued under the PPP. The increase in cash provided by financing activities was partially offset by payments of long-term debt of $25.3 million and payments of transaction costs of $1.3 million.
For the fiscal year ended March 31, 2020, net cash provided by financing activities was $22.7 million, primarily due to proceeds from the Western Alliance term loan of $10.0 million, Pinnacle term loan of $7.6 million, and convertible notes issuances of $5.4 million.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
This discussion and analysis of financial condition and results of operation is based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimate and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods, Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not
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readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies are described in greater details in Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. We have listed below our critical accounting estimates that we believe to have the greatest potential impact on our audited consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Revenue Recognition
Our primary source of revenue is from of our toys and treats subscriptions and sales of good through retailers, third parties or our website. We recognize revenue upon delivery of products and services to our subscriber or customer, as applicable. The recognition of revenue is determined through application of the following five-step model:
•Identification of the contract(s) with subscribers or customers, as applicable;
•Identification of the performance obligation(s) in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligation(s) in the contract; and
•Recognition of revenue when or as the performance obligation(s) are satisfied.
Discounts are considered fixed consideration and represent a fixed reduction to revenue for each performance obligation. The sales returns and chargebacks allowance is considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. We have determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The expected value method estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome and is most appropriate when an entity has a large number of contracts that have similar characteristics. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale.
Our contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.
Inventories
Inventories consist principally of finished goods, and represent products available for sale and are accounted for using the first-in, first-out (“FIFO”) method and valued at the lower of cost or net realizable value. Inventory costs consist of product and inbound shipping and handling costs. We assess the valuation of inventory and periodically write down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions. Inventory valuation requires us to make judgments, based on information available at each reporting period. Inventory valuation losses are recorded as cost of revenues.
We review current business trends and forecasts, and inventory aging to determine adjustments which we estimate will be needed to liquidate existing excess inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market, as applicable. We believe that all inventory write-downs required at March 31, 2022, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of the current conflict in Ukraine and its broader macroeconomic implications or the COVID-19 pandemic and the supply chain and logistics disruptions globally, it is possible that the required level of inventory reserves may need to be adjusted.
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Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 in our audited consolidated financial statements contained in this Annual Report on Form 10-K.
JOBS Act Accounting Election
We were an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). However, based on the market value of our common stock held by non-affiliates as of September 30, 2021, we became a large accelerated filer and thus ceased to be an emerging growth company on March 31, 2022. As a result, we were required to adopt new or revised accounting standards as required by public companies, including those standards which we had previously deferred pursuant to the JOBS Act. Additionally, we are no longer able to take advantage of the reduced regulatory and reporting requirements of emerging growth companies.
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