Core Viewpoint - BARK, Inc. has announced that its Special Committee is actively reviewing acquisition proposals to maximize value for all stockholders [1] Group 1 - The Special Committee is composed of independent and disinterested directors [1] - The committee's primary focus is on maximizing value for BARK stockholders [1] - All proposals from interested parties are currently under review by the Special Committee [1]

Core Viewpoint - BARK, Inc. is currently under investigation by the Schall Law Firm, providing an opportunity for investors to participate in the inquiry [1] Company Summary - The investigation pertains to potential legal issues surrounding BARK, Inc., which may affect its stock performance and investor interests [1]

Core Viewpoint - GNK Holdings LLC and Marcus Lemonis have proposed an acquisition of BARK, Inc. at $1.10 per share, representing a 22% premium over a competing offer from the CEO valued at $0.90 per share [2][3]. Group 1: Acquisition Proposal - The Group submitted a non-binding indication of interest to acquire BARK in an all-cash transaction valued at $1.10 per share on January 14, 2026 [1]. - This proposal reflects a 22% premium over the CEO's competing offer of $0.90 per share announced on January 9, 2026 [2]. Group 2: Special Committee Formation - BARK announced the formation of a Special Committee on January 9, 2026, to review and evaluate acquisition proposals, including the Group's offer [3]. - The Special Committee has retained legal and financial professionals to assist in this evaluation process [3]. Group 3: Communication Issues - The Group has expressed frustration over the lack of substantive discussions regarding their proposal, claiming the Company has ignored their offer and attempted to impose a non-disclosure agreement [4][5]. - The proposed NDA includes terms that the Group finds unacceptable, including a "standstill" agreement that would limit their ability to make public offers or influence Company management [6]. Group 4: Public Disclosure and Shareholder Value - The Group intends to publicly announce their acquisition interest and believes their proposal maximizes shareholder value, which is a key responsibility of the Special Committee [7][8]. - There has been no indication from the Board regarding the rejection of the CEO's lower offer, raising concerns about transparency [8].

Core Viewpoint - BARK is conducting its Third Quarter Fiscal Year 2026 Earnings Call, indicating a focus on financial performance and future expectations [1]. Group 1: Financial Results and Conference Call Details - The earnings call is being hosted by key executives including the CEO and CFO, highlighting the importance of leadership in discussing financial outcomes [1]. - A press release detailing the company's financial results was issued, which is accessible on the Investor Relations website, emphasizing transparency and communication with investors [2]. Group 2: Forward-Looking Statements - The company has provided a reminder regarding forward-looking statements, indicating that future results may vary due to risks and uncertainties, which is a standard practice in financial communications [3]. - Non-GAAP financial measures will be discussed during the call, with reconciliations available in the press release, showcasing the company's commitment to clarity in financial reporting [3].

Financial Data and Key Metrics Changes - Adjusted EBITDA for the quarter was -$1.6 million, consistent with the previous year and within guidance range [4][14] - Total revenue was $98.4 million, below guidance, primarily due to a deliberate reduction in marketing spend [5][11] - Generated $1.6 million of positive Free Cash Flow, aided by inventory normalization [5][14] - Consolidated Gross Margin was 62.5%, with improvements in both Direct-to-Consumer and Commerce segments [5][12] Business Line Data and Key Metrics Changes - Commerce segment revenue was $18.8 million, with a gross margin of 46.4% [6][12] - BARK Air generated $3.4 million in revenue, reflecting a 71% year-over-year increase [6] - Direct-to-Consumer gross margin, including air, was 66.4%, up 10 basis points year-over-year [12] Market Data and Key Metrics Changes - BARK Air and Commerce accounted for approximately 23% of total revenue, up from 18% the previous year [6] - Marketing expenses were approximately $11 million lower than the same quarter last year, reflecting a focus on profitability [5][13] Company Strategy and Development Direction - The company is focused on strengthening profitability and operating with discipline amid a volatile macro environment [4] - Emphasis on diversification has led to BARK Air and Commerce becoming a more significant part of the revenue mix [6] - The company is prioritizing quality customer acquisition over volume, resulting in a smaller but more engaged subscriber base [8] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing tariff uncertainty and broader macro volatility but emphasized a focus on profitability and operational discipline [9] - The company is positioned to exit fiscal 2026 strongly, with improved cash flow and a leaner cost structure [10][15] - Management expressed confidence in the quality of customers being acquired, which is expected to support better retention and higher average order value [8][11] Other Important Information - The company is debt-free following the repayment of a $45 million convertible note [9][14] - Inventory levels decreased to $91 million, with expectations for further declines in the fourth quarter [14] Summary of Q&A Session - There was no question-and-answer session during this call [1]

Financial Data and Key Metrics Changes - Adjusted EBITDA for the quarter was -$1.6 million, consistent with the previous year and within guidance range [4][14] - Total revenue was $98.4 million, below guidance, influenced by a deliberate reduction in marketing spend [5][11] - Generated $1.6 million of positive Free Cash Flow, aided by inventory normalization [5][14] - Consolidated Gross Margin was 62.5%, with improvements in both Direct-to-Consumer and Commerce segments [5][12] Business Line Data and Key Metrics Changes - Commerce segment revenue was $18.8 million, with a gross margin of 46.4% [6][12] - BARK Air generated $3.4 million in revenue, reflecting a 71% year-over-year increase [6] - Direct-to-Consumer gross margin, including air, was 66.4%, slightly above last year [12] Market Data and Key Metrics Changes - BARK Air and commerce accounted for approximately 23% of total revenue, up from 18% last year [6] - Total marketing spend was $16.1 million, down $11.3 million year-over-year, reflecting a focus on profitability [13] Company Strategy and Development Direction - The company aims to strengthen its business by improving profitability and maintaining operational discipline in a volatile macro environment [4] - Focus on diversification has been emphasized, with BARK Air and commerce scaling to become a more significant part of revenue [6] - The company is prioritizing quality customer acquisition over volume, leading to a reduction in subscriber base but improved customer engagement [8] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing tariff uncertainty and broader macro volatility but emphasized a focus on profitability and operational discipline [9] - The company is positioned to exit fiscal 2026 strongly, with improved cash flow and a leaner organization [10][15] - Management expressed confidence in the quality of customers being acquired, which is expected to support better retention and higher average order value [8][11] Other Important Information - The company is now debt-free following the repayment of a $45 million convertible note [9][14] - Inventory levels were approximately $91 million, down $10 million from the previous quarter, with expectations for further declines [14] Summary of Q&A Session Questions and Answers - There was no question-and-answer session during this call [1]

Financial Data and Key Metrics Changes - Adjusted EBITDA was -$1.6 million, consistent with last year and within guidance range [4][13] - Total revenue for the quarter was $98.4 million, below guidance, driven by a deliberate pullback in marketing spend [5][10] - Generated $1.6 million of positive Free Cash Flow, aided by inventory normalization [5][13] - Consolidated Gross Margin was 62.5%, with improvements in both Direct-to-Consumer and Commerce segments [5][11] Business Line Data and Key Metrics Changes - Commerce segment generated $18.8 million in revenue, with a gross margin of 46.4% [6][11] - BARK Air delivered $3.4 million in revenue, up 71% year-over-year [6] - Direct-to-Consumer gross margin, including air, was 66.4%, up 10 basis points year-over-year [11] Market Data and Key Metrics Changes - BARK Air and commerce represented approximately 23% of total revenue, up from 18% last year [6] - Total marketing spend was $16.1 million, down $11.3 million versus last year [12] Company Strategy and Development Direction - Company is focused on strengthening profitability and operating with discipline in a volatile macro environment [4] - Emphasis on diversification, with a focus on areas with clear returns rather than chasing short-term growth [5][6] - Prioritizing quality of customers over sheer volume, leading to a reduction in subscriber base but improved customer engagement [7] Management's Comments on Operating Environment and Future Outlook - Management remains focused on protecting profitability and running the business with discipline despite ongoing tariff uncertainty and macro volatility [8] - Company is positioned to exit fiscal 2026 on a strong foot, better equipped to navigate uncertainty while investing in long-term growth [9][15] Other Important Information - Company is debt-free following the repayment of a $45 million convertible note [8][14] - Inventory was $91 million, down approximately $10 million from the prior quarter, with expectations for further declines [14] Summary of Q&A Session - There was no question-and-answer session during this call [1]

Financial Performance - Total revenue for the three months ended December 31, 2025, was $98,447,000, a decrease of 22.2% compared to $126,449,000 for the same period in 2024[16] - Gross profit for the three months ended December 31, 2025, was $61,562,000, representing a gross margin of 62.5%[16] - Net loss for the three months ended December 31, 2025, was $8,646,000, compared to a net loss of $11,509,000 for the same period in 2024, indicating a 25.5% improvement[16] - Operating expenses for the three months ended December 31, 2025, totaled $70,546,000, down from $91,505,000 in the same period of 2024, a reduction of 22.9%[16] - For the nine months ended December 31, 2025, the net loss was $26.347 million, a slight improvement from a net loss of $26.811 million for the same period in 2024[23] - Total revenue for the nine months ended December 31, 2025, was $308.3 million, a decrease of $60.5 million or 16.4% compared to $368.8 million in 2024[149] - Total gross profit for the nine months ended December 31, 2025, was $187.6 million, down $41.0 million or 17.9% from $228.6 million in 2024[152] Assets and Liabilities - Total current assets decreased to $137,878,000 as of December 31, 2025, down from $201,637,000 as of March 31, 2025, reflecting a decline of 31.6%[13] - Total liabilities decreased to $107,425,000 as of December 31, 2025, down from $161,109,000 as of March 31, 2025, a reduction of 33.3%[13] - Cash and cash equivalents were $21,683,000 as of December 31, 2025, significantly lower than $94,022,000 as of March 31, 2025, a decrease of 77.0%[13] - Stockholders' equity decreased to $81,245,000 as of December 31, 2025, down from $99,526,000 as of March 31, 2025, a decline of 18.4%[13] - Total cash, cash equivalents, and restricted cash decreased to $27.152 million at the end of the period from $119.985 million at the end of the previous year[24] Cash Flow - Cash flows from operating activities showed a net cash used of $21.807 million, compared to a net cash provided of $3.179 million in the prior year[23] - The company had a net cash used in financing activities of $45.763 million, significantly higher than $9.433 million in the previous year[23] - For the nine months ended December 31, 2025, the net cash used in operating activities was $21.8 million, compared to a net cash provided of $3.2 million in 2024[190][191] - Net cash used in investing activities was $2.7 million in 2025, down from $4.4 million in 2024, primarily due to software development costs and capital expenditures[192] - Net cash used in financing activities was $45.8 million in 2025, significantly higher than $9.4 million in 2024, mainly due to the repurchase of convertible notes[193] Revenue Breakdown - Direct to Consumer revenue for the three months ended December 31, 2025, was $79.6 million, down 25% from $106.1 million in 2024[53] - The company had one customer that accounted for 27% of gross accounts receivable as of December 31, 2025[46] - The company’s accounts receivable related to sales to customers within the Commerce segment represented 18.6% of total revenue for the nine months ended December 31, 2025[46] - Direct to Consumer segment revenue decreased to $79,580,000 in Q3 2025 from $106,119,000 in Q3 2024, representing a decline of 25.0%[99] - Commerce segment revenue decreased to $18,867,000 in Q3 2025 from $20,330,000 in Q3 2024, a decline of 7.2%[99] Expenses - Advertising and marketing expenses for Q3 2025 were $16,067,000, down from $27,364,000 in Q3 2024[100] - General and administrative expenses decreased to $54,479,000 in Q3 2025 from $64,141,000 in Q3 2024[100] - General and administrative expenses decreased by $21.8 million, or 11.4%, primarily due to lower shipping and fulfillment costs and decreased compensation expenses[156] - Advertising and marketing expenses decreased by $19.8 million, or 29.8%, attributed to reduced Direct to Consumer marketing spend[158] Stock and Equity - The company issued 119,761 shares for stock options exercised during the three months ended December 31, 2025[19] - The Company repurchased a total of 1,310,627 shares of common stock for $1.8 million at an average price of $1.35 during the nine months ended December 31, 2025[70] - The Board approved an increase of 8,480,573 shares under the 2021 Stock Plan in April 2025, with 11,553,222 shares available for grant as of December 31, 2025[74] - The Company granted equity awards for 25,000 shares and 1,087,500 shares during the nine months ended December 31, 2025 and 2024, respectively, with weighted average exercise prices of $1.26 and $1.37[81] Debt and Financing - As of December 31, 2025, the Company had no outstanding debt, down from $42.6 million as of March 31, 2025[57] - The Company repurchased $45.0 million of the 2025 Convertible Notes for a total cash purchase price of $44.4 million, recognizing a gain on debt extinguishment of $1.8 million[61] - The Credit Facility with Western Alliance Bank has a borrowing limit of $35.0 million, with no outstanding borrowings as of December 31, 2025[64][68] - The Company intends to enter into a longer-term renewal of the Credit Facility, which is set to mature on March 2, 2026[64] Litigation and Risks - The Company is involved in ongoing litigation, with a trial scheduled for September 8, 2027, but is unable to quantify potential liabilities at this time[89] - The company is involved in ongoing litigation, including a class action complaint related to a previous acquisition, with trial scheduled for September 2027[204] - The company faces risks related to customer acquisition costs and the effectiveness of its marketing strategies, which could adversely affect revenue growth[209] - The company relies on digital channels for customer engagement, and changes in these platforms could impact marketing effectiveness and brand awareness[210] Non-GAAP Measures - The company reports Non-GAAP financial measures, including Adjusted Net Loss and Adjusted EBITDA, to provide additional insights into performance[163] - Adjusted Net Loss for Q3 2025 was $(4,420) thousand, compared to $(3,931) thousand in Q3 2024, reflecting an increase in losses[172] - Adjusted EBITDA for Q3 2025 was $(1,608) thousand, slightly improved from $(1,555) thousand in Q3 2024[173] - Free Cash Flow for Q3 2025 was $1,562 thousand, a recovery from $(1,964) thousand in Q3 2024[175]

Revenue Performance - Total revenue for Q3 FY 2026 was $98.4 million, a decrease of 22.1% year-over-year, primarily due to fewer total orders and a 41.3% reduction in marketing spend[5] - Direct-to-Consumer (DTC) revenue was $79.6 million, reflecting a 25.0% decrease year-over-year, attributed to carrying fewer subscriptions into the quarter[6] - Commerce revenue was $18.9 million, down 7.2% year-over-year, partly due to the timing of retail shipments[6] - Consolidated revenue for the nine months ended December 31, 2025, was $308,277 thousand, down from $368,772 thousand in the same period of 2024, representing a decrease of 16.4%[26] Profitability and Loss - Adjusted EBITDA was $(1.6) million, within the company's guidance range of $(5.0) million to $(1.0) million[10] - The company reported a net loss of $(8.6) million, an improvement from a net loss of $(11.5) million in the previous year[5] - The net loss for the nine months ended December 31, 2025, was $26,347 thousand, slightly improved from a net loss of $26,811 thousand in the same period of 2024[30] - For the three months ended December 31, 2025, the company reported a net loss of $8,646,000 compared to a net loss of $11,509,000 for the same period in 2024[40] - Adjusted net loss for the three months ended December 31, 2025, was $4,420,000, while for the nine months ended December 31, 2025, it was $11,720,000, compared to $3,931,000 and $6,649,000 for the respective periods in 2024[40] Expenses and Cost Management - Advertising and marketing expenses were reduced to $16.1 million, down from $27.4 million in the previous year[10] - General and administrative expenses decreased to $54.5 million from $64.1 million, reflecting strong cost management[10] - The company incurred stock compensation expenses of $3,571,000 for the three months ended December 31, 2025, compared to $3,873,000 for the same period in 2024[41] - The company recognized restructuring costs of $93,000 for the three months ended December 31, 2025, compared to $924,000 for the same period in 2024[41] Cash Flow and Assets - Cash and cash equivalents dropped to $21,683 thousand at the end of Q3 2025, down from $94,022 thousand at the beginning of the period, a decrease of 77.0%[28] - The company reported a net cash used in operating activities of $21,807 thousand for the nine months ended December 31, 2025, compared to a net cash provided of $3,179 thousand in the same period of 2024[30] - Total current assets decreased to $137,878 thousand as of December 31, 2025, from $201,637 thousand as of March 31, 2025, a reduction of 31.6%[28] Debt and Liabilities - The company fully repaid its outstanding 2025 Convertible Notes, making BARK debt-free[5] - Total liabilities decreased to $107,425 thousand as of December 31, 2025, from $161,109 thousand as of March 31, 2025, a reduction of 33.3%[28] Margins and Financial Metrics - The company achieved a gross margin of 62.5%, slightly down from 62.7% in the same period last year, with improvements in both DTC and Commerce gross margins[6] - Free cash flow for the three months ended December 31, 2025, was $1,562,000, compared to $(1,964,000) for the same period in 2024[45] - The net loss margin for the three months ended December 31, 2025, was (8.78)%, compared to (9.10)% for the same period in 2024[41] - Adjusted EBITDA for the three months ended December 31, 2025, was $(1,608,000), while for the nine months ended December 31, 2025, it was $(2,956,000), compared to $(1,555,000) and $143,000 for the respective periods in 2024[41] Guidance and Future Outlook - The company will not provide fourth quarter guidance due to ongoing evaluations of preliminary proposals received[9]

Core Viewpoint - BARK, Inc. has engaged Moelis & Company LLC and Sidley Austin LLP to assist its Special Committee in evaluating proposals for the acquisition of the company, indicating potential strategic changes ahead [1][3]. Proposal Details - The Great Dane Group, which includes current stockholders such as CEO Matt Meeker, has proposed to acquire all outstanding shares not owned by them for $0.90 per share in an all-cash transaction [2]. - The GNK/Lemonis Group has made a competing proposal to acquire all outstanding shares not owned by them for $1.10 per share, also in an all-cash transaction [2]. Company Overview - BARK is a leading global omnichannel dog brand focused on enhancing the happiness of dogs through various products and services, including subscription boxes and premium dog food [4]. - Founded in 2011, BARK serves millions of dogs across the nation and partners with major retailers like Target, Chewy, and Amazon [4].