Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39691 | |
Entity Registrant Name | BARK, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1872418 | |
Entity Address, Address Line One | 120 Broadway | |
Entity Address, Address Line Two | Floor 12 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10271 | |
City Area Code | 855 | |
Local Phone Number | 501-2275 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 177,178,873 | |
Central Index Key | 0001819574 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Amendment Flag | false | |
Common Stock, par value $0.0001 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | BARK | |
Security Exchange Name | NYSE | |
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | BARK WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 131,284 | $ 177,911 |
Accounts receivable—net | 6,458 | 6,554 |
Prepaid expenses and other current assets | 4,430 | 3,552 |
Inventory | 98,471 | 124,336 |
Total current assets | 240,643 | 312,353 |
PROPERTY AND EQUIPMENT—NET | 27,214 | 39,851 |
INTANGIBLE ASSETS—NET | 11,786 | 4,090 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 33,772 | 36,892 |
OTHER NONCURRENT ASSETS | 7,215 | 7,234 |
TOTAL ASSETS | 320,630 | 400,420 |
CURRENT LIABILITIES: | ||
Accounts payable | 25,586 | 34,370 |
Operating lease liabilities, current | 4,425 | 5,484 |
Accrued and other current liabilities | 31,951 | 31,975 |
Deferred revenue | 29,018 | 27,772 |
Total current liabilities | 90,980 | 99,601 |
LONG-TERM DEBT | 39,826 | 81,221 |
OPERATING LEASE LIABILITIES | 44,778 | 47,240 |
OTHER LONG-TERM LIABILITIES | 700 | 1,821 |
Total liabilities | 176,284 | 229,883 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 179,786,374 and 177,647,754 shares issued | 1 | 1 |
Treasury stock, at cost, 2,767,684 and 0 shares, respectively | (4,120) | 0 |
Additional paid-in capital | 490,421 | 480,370 |
Accumulated deficit | (341,956) | (309,834) |
Total stockholders’ equity | 144,346 | 170,537 |
TOTAL LIABILITIES, AND STOCKHOLDERS’ EQUITY | $ 320,630 | $ 400,420 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 179,786,374 | 177,647,754 |
Treasury stock, at cost (in shares) | 2,767,684 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
REVENUE | $ 125,075,000 | $ 134,334,000 | $ 368,700,000 | $ 409,298,000 |
COST OF REVENUE | 47,831,000 | 54,144,000 | 142,779,000 | 172,952,000 |
Gross profit | 77,244,000 | 80,190,000 | 225,921,000 | 236,346,000 |
OPERATING EXPENSES: | ||||
General and administrative | 66,119,000 | 80,192,000 | 204,467,000 | 233,937,000 |
Advertising and marketing | 25,094,000 | 21,747,000 | 60,523,000 | 53,441,000 |
Total operating expenses | 91,213,000 | 101,939,000 | 264,990,000 | 287,378,000 |
LOSS FROM OPERATIONS | (13,969,000) | (21,749,000) | (39,069,000) | (51,032,000) |
INTEREST INCOME | 1,718,000 | 78,000 | 5,851,000 | 78,000 |
INTEREST EXPENSE | (902,000) | (1,344,000) | (3,648,000) | (4,073,000) |
OTHER INCOME—NET | 3,045,000 | 1,745,000 | 4,758,000 | 7,710,000 |
NET LOSS BEFORE INCOME TAXES | (10,108,000) | (21,270,000) | (32,108,000) | (47,317,000) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS AND COMPREHENSIVE LOSS | (10,108,000) | (21,270,000) | (32,108,000) | (47,317,000) |
NET LOSS AND COMPREHENSIVE LOSS | $ (10,108,000) | $ (21,270,000) | $ (32,108,000) | $ (47,317,000) |
Net loss per common share attributable to common stockholders—basic (in USD per share) | $ (0.06) | $ (0.12) | $ (0.18) | $ (0.27) |
Net loss per common share attributable to common stockholders—diluted (in USD per share) | $ (0.06) | $ (0.12) | $ (0.18) | $ (0.27) |
Weighted average common shares used to compute net loss per share attributable to common stockholders—basic (in shares) | 175,540,096 | 177,672,036 | 176,611,729 | 176,546,378 |
Weighted average common shares used to compute net loss per share attributable to common stockholders—diluted (in shares) | 175,540,096 | 177,672,036 | 176,611,729 | 176,546,378 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit |
Shares outstanding, beginning balance (in shares) at Mar. 31, 2022 | 175,290,143 | ||||
Beginning balance at Mar. 31, 2022 | $ 217,061 | $ 1 | $ 465,313 | $ (248,253) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (47,317) | (47,317) | |||
Issuance for stock options exercised (in shares) | 1,551,831 | ||||
Issuance for stock options exercised | 980 | 980 | |||
Issuance for common stock vested (in shares) | 991,315 | ||||
Issuance for common stock vested | 0 | ||||
Issuance of common stock in connection with the employee stock purchase plan (in shares) | 109,186 | ||||
Issuance of common stock in connection with the employee stock purchase plan | 145 | 145 | |||
Common stock withheld for tax upon release (in shares) | (305,749) | ||||
Common stock withheld for tax upon release | (649) | (649) | |||
Stock-based compensation | 11,876 | 11,876 | |||
Cumulative translation adjustment | (18) | (18) | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2022 | 177,636,726 | ||||
Ending balance at Dec. 31, 2022 | 182,078 | $ 1 | 477,665 | (295,588) | |
Shares outstanding, beginning balance (in shares) at Sep. 30, 2022 | 177,101,991 | ||||
Beginning balance at Sep. 30, 2022 | 200,107 | $ 1 | 474,404 | (274,298) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (21,270) | (21,270) | |||
Issuance for stock options exercised (in shares) | 86,455 | ||||
Issuance for stock options exercised | 84 | 84 | |||
Issuance for common stock vested (in shares) | 491,221 | ||||
Issuance for common stock vested | 0 | ||||
Issuance of common stock in connection with the employee stock purchase plan (in shares) | 109,186 | ||||
Issuance of common stock in connection with the employee stock purchase plan | 145 | 145 | |||
Common stock withheld for tax upon release (in shares) | (152,127) | ||||
Common stock withheld for tax upon release | (649) | (649) | |||
Stock-based compensation | 3,681 | 3,681 | |||
Cumulative translation adjustment | (20) | (20) | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2022 | 177,636,726 | ||||
Ending balance at Dec. 31, 2022 | 182,078 | $ 1 | 477,665 | (295,588) | |
Shares outstanding, beginning balance (in shares) at Mar. 31, 2023 | 177,647,754 | ||||
Beginning balance at Mar. 31, 2023 | $ 170,537 | $ 1 | $ 0 | 480,370 | (309,834) |
Treasury stock beginning balance (in shares) at Mar. 31, 2023 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ (32,108) | (32,108) | |||
Issuance for stock options exercised (in shares) | 109,378 | ||||
Issuance for stock options exercised | 105 | 105 | |||
Common stock issued upon vesting of restricted stock units and issuance for restricted stock units vested (in shares) | 2,198,388 | ||||
Issuance of common stock in connection with the employee stock purchase plan (in shares) | 545,133 | ||||
Issuance of common stock in connection with the employee stock purchase plan | 489 | 489 | |||
Common stock withheld for tax upon release (in shares) | (714,279) | ||||
Common stock withheld for tax upon release | (1,011) | (1,011) | |||
Repurchase of common stock (in shares) | (2,767,684) | ||||
Repurchase of common stock | (4,120) | $ (4,120) | |||
Excise tax from stock repurchases | (42) | (42) | |||
Stock-based compensation | 10,510 | 10,510 | |||
Cumulative translation adjustment | (14) | (14) | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2023 | 179,786,374 | ||||
Ending balance at Dec. 31, 2023 | $ 144,346 | $ 1 | $ (4,120) | 490,421 | (341,956) |
Treasury stock ending balance (in shares) at Dec. 31, 2023 | (2,767,684) | (2,767,684) | |||
Shares outstanding, beginning balance (in shares) at Sep. 30, 2023 | 179,190,106 | ||||
Beginning balance at Sep. 30, 2023 | $ 150,947 | $ 1 | $ (4,120) | 486,845 | (331,779) |
Treasury stock beginning balance (in shares) at Sep. 30, 2023 | (2,767,684) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,108) | (10,108) | |||
Issuance for stock options exercised (in shares) | 10,490 | ||||
Issuance for stock options exercised | 11 | 11 | |||
Issuance for common stock vested (in shares) | 433,355 | ||||
Issuance for common stock vested | 0 | ||||
Issuance of common stock in connection with the employee stock purchase plan (in shares) | 298,400 | ||||
Issuance of common stock in connection with the employee stock purchase plan | 203 | 203 | |||
Common stock withheld for tax upon release (in shares) | (145,977) | ||||
Common stock withheld for tax upon release | (192) | (192) | |||
Excise tax from stock repurchases | (42) | (42) | |||
Stock-based compensation | 3,596 | 3,596 | |||
Cumulative translation adjustment | (69) | (69) | |||
Shares outstanding, ending balance (in shares) at Dec. 31, 2023 | 179,786,374 | ||||
Ending balance at Dec. 31, 2023 | $ 144,346 | $ 1 | $ (4,120) | $ 490,421 | $ (341,956) |
Treasury stock ending balance (in shares) at Dec. 31, 2023 | (2,767,684) | (2,767,684) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (32,108) | $ (47,317) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation & amortization | 8,899 | 6,508 |
Impairment of assets | 3,079 | 1,661 |
Amortization of right-of-use assets | 3,120 | 3,754 |
Loss on disposal of assets | 72 | 0 |
Amortization of deferred financing fees and debt discount | 478 | 494 |
Bad debt expense | 34 | 803 |
Stock-based compensation expense | 10,510 | 11,876 |
Provision for inventory obsolescence reserve | 888 | (2,486) |
Gain on extinguishment of debt | (1,828) | 0 |
Change in fair value of warrant liabilities and derivatives | (2,216) | (6,523) |
Paid in kind interest on convertible notes | 2,119 | 4,354 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 63 | 4,365 |
Inventory | 24,975 | 10,333 |
Prepaid expenses and other current assets | (1,123) | (222) |
Other noncurrent assets | 0 | 155 |
Accounts payable and accrued expenses | (4,894) | (5,339) |
Deferred revenue | 1,247 | 1,367 |
Proceeds from tenant improvement allowances | 0 | 6,177 |
Operating lease liabilities | (3,522) | (2,307) |
Other liabilities | (2,687) | (2,139) |
Net cash provided by (used in) operating activities | 7,106 | (14,486) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (6,699) | (18,854) |
Net cash used in investing activities | (6,699) | (18,854) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of finance lease obligations | (161) | (2,326) |
Proceeds from the exercise of stock options | 105 | 980 |
Proceeds from issuance of common stock under ESPP | 489 | 145 |
Tax payments related to the issuance of common stock | (1,011) | (649) |
Excise tax from stock repurchases | (42) | 0 |
Payments to repurchase common stock | (4,120) | 0 |
Payments of long-term debt | (42,300) | 0 |
Net cash used in financing activities | (47,040) | (1,850) |
Effect of exchange rate changes on cash | (14) | (18) |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (46,647) | (35,208) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—BEGINNING OF PERIOD | 183,068 | 201,679 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD | 136,421 | 166,471 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents | 131,284 | 164,181 |
Restricted cash - Other noncurrent assets | 5,137 | 2,290 |
Total cash, cash equivalents and restricted cash | 136,421 | 166,471 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | 38 | 342 |
Cash paid for interest | 2,237 | 275 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Establishment of operating lease | 0 | 24,576 |
Lease modification and termination | $ 0 | $ 3,532 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS BARK, Inc., is an omnichannel brand serving dogs across two categories, toys and accessories, and consumables. The Company is located and headquartered in New York, New York. BARK, Inc. was incorporated in Delaware on July 8, 2020 as Northern Star Acquisition Corp. (“Northern Star”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On June 1, 2021, Northern Star completed the acquisition of Barkbox, Inc., a Delaware corporation (“Legacy BARK” and the acquisition, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated December 16, 2020, by and among Northern Star, NSAC Merger Sub Corp. and wholly-owned subsidiary of Northern Star (“Merger Sub”), and Legacy Bark. Following the Merger, the Company’s legal name became “The Original BARK Company,” and in November 2021 changed its name to BARK, Inc. The Merger between Northern Star and Legacy BARK was accounted for as a reverse recapitalization. Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy BARK and its subsidiaries prior to the consummation of the Merger, and BARK and its subsidiaries after the consummation of the Merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation —The accompanying condensed consolidated financial statements include the accounts of BARK, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended March 31, 2023 and 2022 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023. The consolidated balance sheet as of March 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2024, or any other period. There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of March 31, 2023 and 2022. Although the Company has incurred recurring losses in each fiscal year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months. Use of Estimates— The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Impact of the COVID-19 Pandemic —The Company continues to monitor the impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19 on the U.S. and global economies and on the Company’s operating results, financial condition and cash flows. The estimates of the impact COVID-19 may have on the Company’s business may change based on new information that may emerge concerning COVID-19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that could require the Company to revise the estimates reflected in its condensed consolidated financial statements. Fair Value of Financial Instruments —The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At December 31, 2023 and March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates available to the Company. Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 44,744 $ — $ — $ 44,744 $ 44,744 $ — $ — $ 44,744 Liabilities Public warrant liability (2) $ 594 $ — $ — $ 594 Private warrant liability (2) — 319 — 319 $ 594 $ 319 $ — $ 913 As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 155 $ — $ — $ 155 $ 155 $ — $ — $ 155 Liabilities Public warrant liability (2) $ 2,035 $ — $ — $ 2,035 Private warrant liability (2) — 1,094 — 1,094 $ 2,035 $ 1,094 $ — $ 3,129 ______________ (1) As of December 31, 2023 and March 31, 2023, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents. (2) Included in accrued and other current liabilities. The Company’s warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third of a warrant per unit issued during the Company’s initial public offering on November 10, 2020 (the “IPO”), warrants sold in a private placement to Northern Star’s sponsor (the “Private Warrants”), and preferred share warrants issued by Legacy BARK which were assumed by the Company in connection with the Merger and exchanged into warrants for BARK common stock (the “Common Stock Warrants”). All of the Common Stock Warrants have been exercised and are no longer outstanding. The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income - Net.” Restricted Cash —The Company has restricted cash to secure a letter of credit for four of its leases, restricted cash is expected to be maintained as a security deposit for the duration of each respective lease. As of December 31, 2023 and March 31, 2023, the Company has classified $5.1 million and $5.2 million, respectively, within other noncurrent assets, as restricted cash. Concentration of Credit Risk and Major Customers and Suppliers —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with two financial institutions. The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Accounts receivable, net was $6.5 million, $6.6 million, and $9.8 million as of December 31, 2023, March 31, 2023, and March 31, 2022, respectively. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. For the three and nine months ended December 31, 2023 and 2022, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had two customers that accounted for 51% and 58% of gross accounts receivable as of December 31, 2023 and March 31, 2023, respectively. The Company’s accounts receivable relates to sales to customers within the Commerce segment, which represented 11.3% and 13.0% of total revenue for the nine months ended December 31, 2023, and 2022, respectively. Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During the three months ended December 31, 2023 and 2022, the Company had two suppliers that accounted for 25% of total finished goods purchased and two suppliers that accounted for 30% of total finished goods purchased, respectively. During the nine months ended December 31, 2023 and 2022, the Company had two suppliers that accounted for 32% of total finished goods purchased and two suppliers that accounted for 30% of total finished goods purchased, respectively. The Company had two suppliers that accounted for 29% and 41% of the accounts payable balance as of December 31, 2023 and March 31, 2023, respectively. Recent Accounting Pronouncements The Company did not identify any significant recently issued accounting pronouncements that may potentially impact our financial position and results of operations. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS The Company’s standard payment terms vary but do not result in a significant delay between the timing of invoice and payment. The Company occasionally negotiates other payment terms during the contracting process for its retail business. The Company has elected the practical expedient to not adjust the total consideration within a contract to reflect a financing component when the duration of the financing is one year or less. Disaggregated Revenue Revenue disaggregated by significant revenue stream for the three and nine months ended December 31, 2023 and 2022 were as follows (in thousands): Three Months Ended Nine Months Ended December 31, December 31, 2023 2022 2023 2022 Revenue Direct to Consumer: Toys & Accessories (1) $ 71,183 $ 78,383 $ 210,433 $ 232,396 Consumables (1) 39,720 41,692 116,666 123,622 Total Direct to Consumer $ 110,903 $ 120,075 $ 327,099 $ 356,018 Commerce 14,172 14,259 41,601 53,280 Revenue $ 125,075 $ 134,334 $ 368,700 $ 409,298 (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. The three and nine months ended December 31, 2022 disaggregated revenue information for Direct to Consumer revenue has been reclassified to conform with the current presentation to allocate revenue between Toys & Accessories and Consumables. Contract Liability The Company’s contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the condensed consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product. Deferred revenue was $29.0 million ,$27.8 million and $31.5 million as of December 31, 2023, March 31, 2023 and March 31, 2022, respectively. Performance Obligations |
DEBT
DEBT | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT As of December 31, 2023 and March 31, 2023, long-term debt consisted of the following (in thousands): As of December 31, As of March 31, 2023 2023 2025 Convertible Notes $ 40,644 $ 83,525 Less: deferred financing fees and debt discount (818) (2,304) Total long-term debt $ 39,826 $ 81,221 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 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 st of each year commencing December 1, 2021, compounded annually. 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 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 December 31, 2023. Therefore, the Company did not record a derivative liability related to these features as of December 31, 2023. 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 December 31, 2023 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—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, 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%) per annum, plus (b) 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Dec. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY On August 17, 2023, the Company announced that its Board of Directors has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $7.5 million of the Company’s outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The Company’s stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash. During the nine months ended December 31, 2023, the Company purchased 2,767,684 shares of its common stock under the program in open market transactions for $4.1 million at an average price of $1.49. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired. As of December 31, 2023, $3.4 million of the shares authorized for issuance under the stock repurchase program remained available for future share repurchases. |
STOCK-BASED COMPENSTION PLANS
STOCK-BASED COMPENSTION PLANS | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSTION PLANS | STOCK-BASED COMPENSATION PLANS Equity Incentive Plans The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “2011 Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company. On June 1, 2021, in connection with the Merger, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 16,929,505 authorized shares of common stock were reserved for issuance thereunder. In addition, pursuant to the terms of the Merger Agreement, on the Closing Date of the Merger, options to purchase shares of Legacy BARK’s common stock previously issued under the 2011 Plan were converted into options to purchase an aggregate of 29,390,344 shares of BARK common stock. Beginning on April 1, 2022 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 Plan shall increase by a number, determined by the Company’s Board of Directors (the “Board”) on or before May 1st of such fiscal year, not to exceed 5% of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year. In April 2023, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 8,876,143 shares. As of December 31, 2023, 17,601,830 shares of common stock were available for the Company to grant under the 2021 Stock Plan; there were no more shares available for grant under the 2011 Plan. Periodically, the Company issues new hire, promotion and other awards under the 2021 Stock Plan and awards may be forfeited resulting in the underlying shares returning to the 2021 Stock Plan. The 2011 and 2021 Plans (together, the “Plans”) are administered by the Company’s Compensation Committee of its Board (the “Compensation Committee”). The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plans typically expire 10 years after the date of the grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th unless otherwise determined by the Compensation Committee. Restricted stock units (“RSU”) awarded under the plan for the purchase of common stock will vest based on continued service which is generally four years. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Company’s common stock. The Plans provide that the Compensation Committee shall determine the vesting conditions of awards granted under the Plans, and the Compensation Committee has from time to time approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence. Employee Stock Purchase Plan In June 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. On the first day of each fiscal year commencing on April 1, 2022 and ending on (and including) March 31, 2041, the aggregate number of shares of common stock that may be issued under the ESPP shall increase by a number, determined by the Board on or before May 1st of such fiscal year, not to exceed the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year or (ii) 1,500,000 shares of common stock. If the Board does not determine to increase the aggregate number of shares of common stock in the ESPP by May 1st of such fiscal year, such increase shall be zero. In April 2023, the Board approved the authorization of an additional 1,500,000 shares of common stock that may be issued under the 2021 ESPP. A total of 4,885,901 shares of common stock have been reserved for future issuance under the 2021 ESPP. Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. In accordance with the guidance in ASC 718-50 - Compensation - Stock Compensation, the ability to purchase shares of the Company’s common stock for eighty-five percent (85%) of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. During the nine months ended December 31, 2023 and 2022, employees who elected to participate in the ESPP purchased a total of 545,133 and 109,186 shares of common stock, respectively, at an average price of $0.90 and $1.32 , respectively. ESPP employee payroll contributions accrued as of December 31, 2023 were approximately $0.1 million, and are included within accrued and other current liabilities in the condensed consolidated balance sheet. Cash withheld via employee payroll deductions is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the consolidated statement of cash flows. Stock Option Activity During the nine months ended December 31, 2023 and 2022, the Company granted to its employees equity awards to purchase an aggregate of 1,120,000 and 1,575,074 shares of common stock, respectively, with a weighted average exercise price of $1.17 and $2.94, respectively, vesting over a four-year period. Restricted Stock Unit (“RSU”) Activity During the nine months ended December 31, 2023 and 2022, the Company granted to its employees RSUs for the purchase of 10,286,820 and 7,428,120 shares of common stock, respectively. In July 2023, the Company approved the Fiscal Year 2024 Management Incentive Program (“2024 Incentive Program”). Under this program, each participant’s award is denominated in shares of common stock and is subject to attainment of BARK’s performance goals as established by the Compensation Committee of the Board for fiscal year 2024. We recorded a stock compensation expense of $0.2 and $0.7 million during the three and nine months ended December 31, 2023, respectively. Market-based Award On April 15, 2022, pursuant to the 2021 Plan, the Company granted its CEO a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. The award had a grant date fair value of approximately $0.7 million using a Monte Carlo simulation model. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest. The Company will recognize compensation expense for this award regardless of whether such conditions are met. The fair value is expensed over the requisite service period. Stock-based Compensation The following table summarizes the total stock-based compensation expense by expense caption and by type of award for the three and nine months ended December 31, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended December 31, December 31, 2023 2022 2023 2022 Stock-based compensation expense by expense caption General and administrative $ 3,255 $ 3,354 $ 9,520 $ 10,937 Advertising and marketing 341 327 990 939 Total stock-based compensation expense $ 3,596 $ 3,681 $ 10,510 $ 11,876 Stock-based compensation expense by type of award RSUs $ 2,379 $ 2,158 $ 6,395 $ 7,045 Stock options 868 1,379 2,965 4,442 Management Incentive Program 231 — 678 — Market-based award 55 105 261 300 ESPP 63 39 211 89 $ 3,596 $ 3,681 $ 10,510 $ 11,876 |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases for its offices and fulfillment centers. Fulfillment and customer service centers and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases are generally five years and do not contain renewal options. These finance leases expire at various dates through 2028. The Company’s finance leases as of December 31, 2023 and March 31, 2023 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets. The following schedule represents the components of the Company’s operating lease assets (in thousands): As of As of Leases Classification December 31, 2023 March 31, 2023 Assets Operating Operating lease right-of-use assets $ 33,772 $ 36,892 Total operating lease assets $ 33,772 $ 36,892 Liabilities Operating lease liabilities (current) Operating lease liabilities, current $ 4,425 $ 5,484 Operating lease liabilities Operating lease liabilities $ 44,778 $ 47,240 Total operating lease liabilities $ 49,203 $ 52,724 For the nine months ended December 31, 2023 no assets were acquired in exchange for new operating lease liabilities. For the nine months ended December 31, 2022 assets acquired in exchange for new operating lease liabilities was $17.0 million. Lease expense primarily pertains to operating lease cost. Lease expense for operating leases was $1.9 million and $2.2 million for the three months ended December 31, 2023 and 2022, respectively. Lease expense for operating leases was $5.8 million and $6.7 million for the nine months ended December 31, 2023 and 2022, respectively. These lease expenses were included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Sublease income for the three and nine months ended December 31, 2023 and 2022 was immaterial and was recorded within other income, net on the Company’s condensed consolidated statements of operations and comprehensive loss. Cash flows used in operating activities related to operating leases was approximately $3.1 million for the nine months ended December 31, 2023. |
LEASES | LEASES The Company has operating leases for its offices and fulfillment centers. Fulfillment and customer service centers and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases are generally five years and do not contain renewal options. These finance leases expire at various dates through 2028. The Company’s finance leases as of December 31, 2023 and March 31, 2023 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets. The following schedule represents the components of the Company’s operating lease assets (in thousands): As of As of Leases Classification December 31, 2023 March 31, 2023 Assets Operating Operating lease right-of-use assets $ 33,772 $ 36,892 Total operating lease assets $ 33,772 $ 36,892 Liabilities Operating lease liabilities (current) Operating lease liabilities, current $ 4,425 $ 5,484 Operating lease liabilities Operating lease liabilities $ 44,778 $ 47,240 Total operating lease liabilities $ 49,203 $ 52,724 For the nine months ended December 31, 2023 no assets were acquired in exchange for new operating lease liabilities. For the nine months ended December 31, 2022 assets acquired in exchange for new operating lease liabilities was $17.0 million. Lease expense primarily pertains to operating lease cost. Lease expense for operating leases was $1.9 million and $2.2 million for the three months ended December 31, 2023 and 2022, respectively. Lease expense for operating leases was $5.8 million and $6.7 million for the nine months ended December 31, 2023 and 2022, respectively. These lease expenses were included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Sublease income for the three and nine months ended December 31, 2023 and 2022 was immaterial and was recorded within other income, net on the Company’s condensed consolidated statements of operations and comprehensive loss. Cash flows used in operating activities related to operating leases was approximately $3.1 million for the nine months ended December 31, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation On September 1, 2022, plaintiff Amber Farmer filed a putative class action complaint against BarkBox, Inc., in the U.S. District Court for the Central District of California. Farmer v. BarkBox, Inc., No. 2:22-cv-06242 (C.D. Cal.). The plaintiff alleges that BarkBox violates California’s Automatic Renewal Law, Unfair Competition Law, and Consumers Legal Remedies Act by failing to adequately disclose the automatic renewal of BarkBox’s subscription plans. We filed a Motion to Dismiss and Motion to Compel Arbitration on November 4, 2022, which the court denied on October 6, 2023. On October 9, 2023, we filed a notice of appeal. On January 2, 2024, plaintiff filed a notice of voluntary dismissal with prejudice. On February 6, 2024, the court struck the dismissal and ordered an amended request for dismissal to be filed by February 16, 2024. In addition, we are from time to time subject to, and are presently involved in, litigation and other legal proceedings in the ordinary course of business. While it is not possible to determine the outcome of any legal proceedings brought against us, we believe that, except for the matter described above, there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or operating results. Our view and estimate related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company did not record a federal, state, or foreign income tax provision or benefit for the three and nine months ended December 31, 2023 and 2022 due to the expected loss before income taxes to be incurred for the fiscal year ending March 31, 2024, and actual loss before income taxes incurred for the fiscal year ended March 31, 2023, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets. |
OTHER INCOME_NET
OTHER INCOME—NET | 9 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME—NET | OTHER INCOME—NET Other income—net consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Other income — net: Other income $ 435 $ 181 $ 714 $ 1,187 Change in fair value of warrants 782 1,564 2,216 6,523 Gain on extinguishment of debt 1,828 — 1,828 — $ 3,045 $ 1,745 $ 4,758 $ 7,710 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss attributable to common stockholders—basic and diluted $ (10,108) $ (21,270) $ (32,108) $ (47,317) Denominator: Weighted average common shares outstanding—basic and diluted 175,540,096 177,672,036 176,611,729 176,546,378 Net loss per share attributable to common stockholders - basic and diluted $ (0.06) $ (0.12) $ (0.18) $ (0.27) For the three and nine months ended December 31, 2023 and 2022, the Company excluded the following potential dilutive securities, which include stock options, RSUs, warrants and convertible notes from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for the three and nine months ended December 31, 2023 and 2022. As of December 31, 2023 2022 Stock options to purchase common stock 12,545,294 16,068,852 Restricted stock units 14,248,262 8,615,450 Warrants to purchase common stock 13,036,333 13,036,333 2025 Convertible Notes as converted to common stock 4,083,040 8,390,774 |
SEGMENTS
SEGMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS The Company applies ASC 280, Segment Reporting , in determining reportable segments for its financial statement disclosure. The Company has two reportable segments: Direct to Consumer and Commerce. The Direct to Consumer segment derives revenue from the sale of toys & accessories and consumables through BarkBox, Super Chewer, and the companies consumables website, bark.co. The Commerce segment today derives revenue primarily from the sale of individual toys through major retailers and online marketplaces. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. There are no internal revenue transactions between the Company’s segments. The Chief Executive Officer, as the chief operating decision maker (“CODM”) reviews revenue and gross profit for both of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segments. Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Direct to Consumer: Revenue $ 110,903 $ 120,075 $ 327,099 $ 356,018 Cost of revenue 40,102 45,878 119,037 138,961 Gross profit 70,801 74,197 208,062 217,057 Commerce: Revenue 14,172 14,259 41,601 53,280 Cost of revenue 7,729 8,266 23,742 33,991 Gross profit 6,443 5,993 17,859 19,289 Consolidated: Revenue 125,075 134,334 368,700 409,298 Cost of revenue 47,831 54,144 142,779 172,952 Gross profit $ 77,244 $ 80,190 $ 225,921 $ 236,346 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (10,108) | $ (21,270) | $ (32,108) | $ (47,317) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation |
Principles of Consolidation | The consolidated balance sheet as of March 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2024, or any other period. |
Use of Estimates | Use of Estimates— The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At December 31, 2023 and March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates available to the Company. Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income - Net.” |
Restricted Cash | Restricted Cash |
Concentration of Credit Risk and Major Customers and Suppliers | Concentration of Credit Risk and Major Customers and Suppliers —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with two financial institutions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company did not identify any significant recently issued accounting pronouncements that may potentially impact our financial position and results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 44,744 $ — $ — $ 44,744 $ 44,744 $ — $ — $ 44,744 Liabilities Public warrant liability (2) $ 594 $ — $ — $ 594 Private warrant liability (2) — 319 — 319 $ 594 $ 319 $ — $ 913 As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 155 $ — $ — $ 155 $ 155 $ — $ — $ 155 Liabilities Public warrant liability (2) $ 2,035 $ — $ — $ 2,035 Private warrant liability (2) — 1,094 — 1,094 $ 2,035 $ 1,094 $ — $ 3,129 ______________ (1) As of December 31, 2023 and March 31, 2023, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents. (2) Included in accrued and other current liabilities. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | Revenue disaggregated by significant revenue stream for the three and nine months ended December 31, 2023 and 2022 were as follows (in thousands): Three Months Ended Nine Months Ended December 31, December 31, 2023 2022 2023 2022 Revenue Direct to Consumer: Toys & Accessories (1) $ 71,183 $ 78,383 $ 210,433 $ 232,396 Consumables (1) 39,720 41,692 116,666 123,622 Total Direct to Consumer $ 110,903 $ 120,075 $ 327,099 $ 356,018 Commerce 14,172 14,259 41,601 53,280 Revenue $ 125,075 $ 134,334 $ 368,700 $ 409,298 (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. The three and nine months ended December 31, 2022 disaggregated revenue information for Direct to Consumer revenue has been reclassified to conform with the current presentation to allocate revenue between Toys & Accessories and Consumables. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of December 31, 2023 and March 31, 2023, long-term debt consisted of the following (in thousands): As of December 31, As of March 31, 2023 2023 2025 Convertible Notes $ 40,644 $ 83,525 Less: deferred financing fees and debt discount (818) (2,304) Total long-term debt $ 39,826 $ 81,221 |
STOCK-BASED COMPENSTION PLANS (
STOCK-BASED COMPENSTION PLANS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense by Function | The following table summarizes the total stock-based compensation expense by expense caption and by type of award for the three and nine months ended December 31, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended December 31, December 31, 2023 2022 2023 2022 Stock-based compensation expense by expense caption General and administrative $ 3,255 $ 3,354 $ 9,520 $ 10,937 Advertising and marketing 341 327 990 939 Total stock-based compensation expense $ 3,596 $ 3,681 $ 10,510 $ 11,876 Stock-based compensation expense by type of award RSUs $ 2,379 $ 2,158 $ 6,395 $ 7,045 Stock options 868 1,379 2,965 4,442 Management Incentive Program 231 — 678 — Market-based award 55 105 261 300 ESPP 63 39 211 89 $ 3,596 $ 3,681 $ 10,510 $ 11,876 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating And Finance Lease Assets and Liabilities | The following schedule represents the components of the Company’s operating lease assets (in thousands): As of As of Leases Classification December 31, 2023 March 31, 2023 Assets Operating Operating lease right-of-use assets $ 33,772 $ 36,892 Total operating lease assets $ 33,772 $ 36,892 Liabilities Operating lease liabilities (current) Operating lease liabilities, current $ 4,425 $ 5,484 Operating lease liabilities Operating lease liabilities $ 44,778 $ 47,240 Total operating lease liabilities $ 49,203 $ 52,724 |
OTHER INCOME_NET (Tables)
OTHER INCOME—NET (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income - Net | Other income—net consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Other income — net: Other income $ 435 $ 181 $ 714 $ 1,187 Change in fair value of warrants 782 1,564 2,216 6,523 Gain on extinguishment of debt 1,828 — 1,828 — $ 3,045 $ 1,745 $ 4,758 $ 7,710 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss attributable to common stockholders—basic and diluted $ (10,108) $ (21,270) $ (32,108) $ (47,317) Denominator: Weighted average common shares outstanding—basic and diluted 175,540,096 177,672,036 176,611,729 176,546,378 Net loss per share attributable to common stockholders - basic and diluted $ (0.06) $ (0.12) $ (0.18) $ (0.27) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | As of December 31, 2023 2022 Stock options to purchase common stock 12,545,294 16,068,852 Restricted stock units 14,248,262 8,615,450 Warrants to purchase common stock 13,036,333 13,036,333 2025 Convertible Notes as converted to common stock 4,083,040 8,390,774 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Direct to Consumer: Revenue $ 110,903 $ 120,075 $ 327,099 $ 356,018 Cost of revenue 40,102 45,878 119,037 138,961 Gross profit 70,801 74,197 208,062 217,057 Commerce: Revenue 14,172 14,259 41,601 53,280 Cost of revenue 7,729 8,266 23,742 33,991 Gross profit 6,443 5,993 17,859 19,289 Consolidated: Revenue 125,075 134,334 368,700 409,298 Cost of revenue 47,831 54,144 142,779 172,952 Gross profit $ 77,244 $ 80,190 $ 225,921 $ 236,346 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | Dec. 31, 2023 productCategory |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of product lines | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 44,744 | $ 155 |
Total | 913 | 3,129 |
Public warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 594 | 2,035 |
Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 319 | 1,094 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 44,744 | 155 |
Total | 594 | 2,035 |
Level 1 | Public warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 594 | 2,035 |
Level 1 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Total | 319 | 1,094 |
Level 2 | Public warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 319 | 1,094 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Total | 0 | 0 |
Level 3 | Public warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 3 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 44,744 | 155 |
Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 44,744 | 155 |
Money Market Funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Money Market Funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) lease financialInstitution shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) lease financialInstitution shares | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Nov. 20, 2020 shares | |
Concentration Risk [Line Items] | |||||||
Warrants issued per share (in percent) | shares | 0.3333 | ||||||
Warrants outstanding (in shares) | shares | 0 | 0 | |||||
Number of leases secured by letter of credit | lease | 4 | 4 | |||||
Restricted cash | $ | $ 5,137 | $ 2,290 | $ 5,137 | $ 2,290 | $ 5,200 | ||
Number of financial institutions, cash and cash equivalents deposits | financialInstitution | 2 | 2 | |||||
Accounts receivable—net | $ | $ 6,458 | $ 6,600 | $ 6,458 | $ 6,600 | $ 6,554 | $ 9,800 | |
Accounts Receivable | Segment Concentration Risk | Commerce | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage (in percent) | 11.30% | 13% | |||||
Finished Goods | Supplier Concentration Risk | Two Suppliers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage (in percent) | 25% | 30% | 32% | 30% | |||
Accounts Payable | Supplier Concentration Risk | Two Suppliers | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage (in percent) | 29% | 41% | |||||
Two Customers | Accounts Receivable | Customer Concentration Risk | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage (in percent) | 51% | 58% |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 125,075 | $ 134,334 | $ 368,700 | $ 409,298 |
Direct to Consumer: | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 110,903 | 120,075 | 327,099 | 356,018 |
Commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,172 | 14,259 | 41,601 | 53,280 |
Toys & Accessories | Direct to Consumer: | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 71,183 | 78,383 | 210,433 | 232,396 |
Consumables | Direct to Consumer: | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 39,720 | $ 41,692 | $ 116,666 | $ 123,622 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Revenue from Contract with Customer [Abstract] | |||
Contractual liabilities included in deferred revenue | $ 29,018 | $ 27,772 | $ 31,500 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 01, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 39,826 | $ 81,221 | |
2025 Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 40,644 | 83,525 | |
Less: deferred financing fees and debt discount | $ (818) | $ (2,304) | |
Total long-term debt | $ 83,500 |
DEBT - 2025 Convertible Notes N
DEBT - 2025 Convertible Notes Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Dec. 01, 2023 | Nov. 02, 2023 | Dec. 01, 2022 | Nov. 27, 2020 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||||||||
Paid in kind interest on convertible notes | $ 2,119,000 | $ 4,354,000 | ||||||||||
Total long-term debt | $ 39,826,000 | 39,826,000 | $ 81,221,000 | |||||||||
Gain on extinguishment of debt | 1,828,000 | $ 1,828,000 | $ 0 | $ 0 | 1,828,000 | $ 0 | ||||||
2025 Convertible Notes | Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 75,000,000 | |||||||||||
Proceeds from convertible notes | 74,700,000 | |||||||||||
Payments of debt issuance costs | $ 300,000 | |||||||||||
Debt interest rate (in percent) | 5.50% | 5.50% | ||||||||||
Paid in kind interest on convertible notes | $ 2,100,000 | $ 4,400,000 | ||||||||||
Debt instrument, debt default, interest rate increase (in percent) | 3% | |||||||||||
Repurchase amount | $ 45,000,000 | |||||||||||
Total long-term debt | $ 83,500,000 | |||||||||||
Payment for accrued interest | 2,200,000 | |||||||||||
Repayments of debt | 44,400,000 | |||||||||||
Unamortized debt issuance costs, derecognized | 1,000,000 | |||||||||||
Gain on extinguishment of debt | 1,800,000 | |||||||||||
Cash true-up amount, change in control, Company election of debt redemption | 11,300,000 | |||||||||||
Cash true-up amount, change in control, Holders election of debt redemption | $ 4,500,000 | |||||||||||
Convertible debt | $ 40,600,000 | $ 40,600,000 | $ 83,500,000 |
DEBT - Western Alliance Bank -
DEBT - Western Alliance Bank - Revolving Line of Credit Narrative (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2023 | Oct. 31, 2017 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 39,826,000 | $ 81,221,000 | |
Revolving Credit Facility | Western Alliance Agreement | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 35,000,000 | ||
Debt instrument, interest rate floor (in percent) | 0.50% | ||
Total long-term debt | $ 0 | $ 0 | |
Borrowing base, percentage (in percent) | 80% | ||
Borrowing base percentage, collateral audit (in percent) | 80% | ||
Borrowing base percentage, no collateral audit (in percent) | 60% | ||
Revolving Credit Facility | Western Alliance Agreement | Line of Credit | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (in percent) | 5.25% |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - Stock Repurchase Program - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Dec. 31, 2023 | Aug. 17, 2023 | |
Equity, Class of Treasury Stock [Line Items] | ||
Stock repurchase program, authorized amount | $ 7.5 | |
Number of shares purchased (in shares) | 2,767,684 | |
Number of shares purchased, amount | $ 4.1 | |
Shares issued price (USD per share) | $ 1.49 | |
Repurchased shares of common stock, retired (in shares) | 0 | |
Authorized repurchase amount, remaining | $ 3.4 |
STOCK-BASED COMPENSTION PLANS -
STOCK-BASED COMPENSTION PLANS - Equity Incentive Plans Narrative (Details) | 1 Months Ended | 9 Months Ended | |||
Apr. 01, 2022 | Jun. 01, 2021 shares | Apr. 30, 2023 shares | Jun. 30, 2021 | Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum exercise price, percentage of common share grant date fair value (in percent) | 100% | ||||
First Anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage (in percent) | 25% | ||||
One Thirty-Sixth on a Monthly Basis | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage (in percent) | 75% | ||||
Monthly vesting rate (in percent) | 0.027777 | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 4,885,901 | ||||
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent) | 1% | ||||
Number of additional shares authorized (in shares) | 1,500,000 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
Award vesting period (in years) | 4 years | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 16,929,505 | ||||
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent) | 5% | ||||
Number of shares available for grant (in shares) | 17,601,830 | ||||
2021 Equity Incentive Plan | ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 8,876,143 | ||||
2011 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reverse recapitalization, options converted (in shares) | 29,390,344 | ||||
Number of shares available for grant (in shares) | 0 |
STOCK-BASED COMPENSTION PLANS_2
STOCK-BASED COMPENSTION PLANS - Employee Stock Purchase Plan Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price (in USD per share) | $ 1.17 | $ 2.94 | ||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent) | 1% | |||
Number of shares authorized, maximum annual increase, number of shares (in shares) | 1,500,000 | |||
Number of additional shares authorized (in shares) | 1,500,000 | |||
Number of shares reserved for issuance (in shares) | 4,885,901 | |||
Percentage of share value for employee purchase (in percent) | 85% | |||
Stock issued employee stock purchase plan (in shares) | 545,133 | 109,186 | ||
Weighted average exercise price (in USD per share) | $ 0.90 | $ 1.32 | ||
Employee-related liabilities (approximately) | $ 0.1 |
STOCK-BASED COMPENSTION PLANS_3
STOCK-BASED COMPENSTION PLANS - Stock Option & RSU Activity Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,120,000 | 1,575,074 | |||
Weighted average exercise price (in USD per share) | $ 1.17 | $ 2.94 | |||
Stock compensation expense | $ 3,596 | $ 3,681 | $ 10,510 | $ 11,876 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Stock compensation expense | 868 | 1,379 | $ 2,965 | $ 4,442 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 10,286,820 | 7,428,120 | |||
Award vesting period (in years) | 4 years | ||||
Stock compensation expense | 2,379 | $ 2,158 | $ 6,395 | $ 7,045 | |
Restricted stock units | 2024 Incentive Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense | $ 200 | $ 700 |
STOCK-BASED COMPENSTION PLANS_4
STOCK-BASED COMPENSTION PLANS - Market-based Awards Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Apr. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Granted (in shares) | 1,120,000 | 1,575,074 | |
Market-based award | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Grant fair value of award | $ 0.7 | ||
Market-based award | Stock Price Exceeds $8.00 Per Share | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Vested, number of shares (in shares) | 200,000 | ||
Weighted average exercise price (USD per share) | $ 8 | ||
Award vesting period (in years) | 30 days | ||
Market-based award | Stock Price Exceeds $12.00 Per Share | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Vested, number of shares (in shares) | 200,000 | ||
Weighted average exercise price (USD per share) | $ 12 | ||
Award vesting period (in years) | 30 days | ||
Market-based award | Stock Price Exceeds $16.00 Per Share | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Vested, number of shares (in shares) | 200,000 | ||
Weighted average exercise price (USD per share) | $ 16 | ||
Award vesting period (in years) | 30 days | ||
Chief Executive Officer | Market-based award | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Granted (in shares) | 600,000 |
STOCK-BASED COMPENSTION PLANS_5
STOCK-BASED COMPENSTION PLANS - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 3,596 | $ 3,681 | $ 10,510 | $ 11,876 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,379 | 2,158 | 6,395 | 7,045 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 868 | 1,379 | 2,965 | 4,442 |
Management Incentive Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 231 | 0 | 678 | 0 |
Market-based award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 55 | 105 | 261 | 300 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 63 | 39 | 211 | 89 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,255 | 3,354 | 9,520 | 10,937 |
Advertising and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 341 | $ 327 | $ 990 | $ 939 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Exchange for operating lease liability | $ 0 | $ 17,000,000 | ||
Operating lease expense | $ 1,900,000 | $ 2,200,000 | 5,800,000 | $ 6,700,000 |
Change in operating leases | $ 3,100,000 | |||
Equipment | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term (in years) | 5 years | 5 years | ||
Finance lease term (in years) | 5 years | 5 years |
LEASES - Schedule of Operating
LEASES - Schedule of Operating And Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use asset | $ 33,772 | $ 36,892 |
Total operating lease assets | 33,772 | 36,892 |
Operating lease liabilities (current) | 4,425 | 5,484 |
Operating lease liabilities (non-current) | 44,778 | 47,240 |
Total operating lease liabilities | $ 49,203 | $ 52,724 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Federal, state, or foreign income tax provision (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
OTHER INCOME_NET (Details)
OTHER INCOME—NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other income—net: | ||||||
Other income | $ 435 | $ 181 | $ 714 | $ 1,187 | ||
Change in fair value of warrants | 782 | 1,564 | 2,216 | 6,523 | ||
Gain on extinguishment of debt | 1,828 | $ 1,828 | 0 | $ 0 | 1,828 | 0 |
Other income-net | $ 3,045 | $ 1,745 | $ 4,758 | $ 7,710 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Calculation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||
Net loss attributable to common stockholders - basic | $ (10,108) | $ (21,270) | $ (32,108) | $ (47,317) |
Net loss attributable to common stockholders - diluted | $ (10,108) | $ (21,270) | $ (32,108) | $ (47,317) |
Denominator: | ||||
Weighted average common shares outstanding—basic (in shares) | 175,540,096 | 177,672,036 | 176,611,729 | 176,546,378 |
Weighted-average common shares outstanding - diluted (in shares) | 175,540,096 | 177,672,036 | 176,611,729 | 176,546,378 |
Net loss per share attributable to common stockholders - basic (in USD per share) | $ (0.06) | $ (0.12) | $ (0.18) | $ (0.27) |
Net loss per share attributable to common stockholders- diluted (in USD per share) | $ (0.06) | $ (0.12) | $ (0.18) | $ (0.27) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 12,545,294 | 16,068,852 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 14,248,262 | 8,615,450 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 13,036,333 | 13,036,333 |
2025 Convertible Notes as converted to common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 4,083,040 | 8,390,774 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 9 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENTS - Schedule of Gross Pr
SEGMENTS - Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | $ 125,075 | $ 134,334 | $ 368,700 | $ 409,298 |
Cost of revenue | 47,831 | 54,144 | 142,779 | 172,952 |
Gross profit | 77,244 | 80,190 | 225,921 | 236,346 |
Direct to Consumer: | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 110,903 | 120,075 | 327,099 | 356,018 |
Cost of revenue | 40,102 | 45,878 | 119,037 | 138,961 |
Gross profit | 70,801 | 74,197 | 208,062 | 217,057 |
Commerce: | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue | 14,172 | 14,259 | 41,601 | 53,280 |
Cost of revenue | 7,729 | 8,266 | 23,742 | 33,991 |
Gross profit | $ 6,443 | $ 5,993 | $ 17,859 | $ 19,289 |