UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2021
NORTHERN STAR ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-39691
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83-4109918
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor,
New York, NY
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10174
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 818-8800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
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STIC.U
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New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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STIC
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New York Stock Exchange
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Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
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STIC WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01
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Regulation FD Disclosure.
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As previously announced, Northern Star Acquisition Corp., a Delaware corporation (“Northern Star”), has entered into an
Agreement and Plan of Reorganization (the “Merger Agreement”) by and among Northern Star, NSAC Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Northern Star (“Merger Sub”), and BarkBox, Inc.,
a Delaware corporation (“BARK”).
On May 18, 2021, Northern Star and BARK issued a press release announcing
financial results for BARK for its fourth quarter and twelve months ended March 31, 2021. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Attached as Exhibit 99.2 is an investor presentation that
may be used by Northern Star in meeting with stockholders and other persons interested in purchasing Northern Star securities in connection with the transactions described herein or otherwise.
BARK uses, and will continue to use, its websites (including bark.co and barkbox.com), press releases, and various social media channels,
including its Twitter account (@BARK), as additional means of disclosing public information to investors, the media and others interested in BARK. It is possible that certain information that BARK posts on its websites, disseminated in press
releases and on social media could be deemed to be material information, and Northern Star and BARK encourages investors, the media and others interested in Northern Star and BARK to review the business and financial information that BARK posts on
its websites, disseminates in press releases and on the social media channels identified above, as such information could be deemed to be material information.
The information set forth below under this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Additional Information and Where to Find It
IN CONNECTION WITH THE PROPOSED MERGER, NORTHERN STAR HAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION (“SEC”) A REGISTRATION STATEMENT ON FORM S-4, WHICH INCLUDES A PROXY STATEMENT/PROSPECTUS, AND CERTAIN OTHER RELATED DOCUMENTS, WHICH IS BOTH
THE PROXY STATEMENT BEING DISTRIBUTED TO NORTHERN STAR’S STOCKHOLDERS IN CONNECTION WITH NORTHERN STAR’S SOLICITATION OF PROXIES FOR THE VOTE BY NORTHERN STAR’S STOCKHOLDERS WITH RESPECT TO THE MERGER AND CERTAIN OF THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT, AS WELL AS OTHER MATTERS THAT MAY BE DESCRIBED IN THE REGISTRATION STATEMENT, AS WELL AS THE PROSPECTUS RELATING TO THE OFFER AND SALE OF THE SHARES OF NORTHERN STAR COMMON STOCK TO BE ISSUED IN THE MERGER.
INVESTORS AND SECURITY HOLDERS OF NORTHERN STAR AND BARK ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
INVESTORS AND SECURITY HOLDERS CAN OBTAIN FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT NORTHERN STAR AND BARK THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE
DOCUMENTS FILED WITH THE SEC BY NORTHERN STAR CAN BE OBTAINED FREE OF CHARGE ON NORTHERN STAR’S WEBSITE AT WWW.NORTHERNSTARIC.COM OR BY DIRECTING A WRITTEN REQUEST TO NORTHERN STAR ACQUISITION CORP., C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE,
11TH FLOOR, NEW YORK, NEW YORK 10174.
THIS CURRENT REPORT AND THE EXHIBIT
HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES OF NORTHERN STAR OR BARK, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
SUCH STATE OR JURISDICTION.
Participants in the Solicitation
NORTHERN STAR AND BARK AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, UNDER SEC RULES, MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES OF NORTHERN STAR’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED INFORMATION REGARDING THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF NORTHERN
STAR’S DIRECTORS AND OFFICERS IN NORTHERN STAR’S FILINGS WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT ON FORM S-1 FOR NORTHERN STAR’S INITIAL PUBLIC OFFERING THAT NORTHERN STAR
INITIALLY FILED WITH THE SEC ON SEPTEMBER 29, 2020. BARK AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF NORTHERN STAR IN CONNECTION WITH THE MERGER.
INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO NORTHERN STAR’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS IS SET FORTH IN THE REGISTRATION STATEMENT ON FORM S-4 FOR THE PROPOSED TRANSACTIONS THAT NORTHERN STAR FILED WITH THE SEC, WHICH INCLUDES A PROXY STATEMENT AND PROSPECTUS FOR THE TRANSACTIONS. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF
PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS IS INCLUDED IN THE REGISTRATION STATEMENT.
Forward-Looking
Statements
THIS CURRENT REPORT AND THE EXHIBIT HERETO INCLUDE “FORWARD-LOOKING STATEMENTS”. ACTUAL RESULTS MAY DIFFER
FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,”
“FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,”
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
IN ADDITION TO FACTORS PREVIOUSLY DISCLOSED IN NORTHERN
STAR’S REPORTS FILED WITH THE SEC AND THOSE IDENTIFIED ELSEWHERE IN THIS COMMUNICATION, THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FORWARD-LOOKING STATEMENTS OR HISTORICAL PERFORMANCE: THE
INABILITY OF THE PARTIES TO SUCCESSFULLY OR TIMELY CONSUMMATE THE MERGER, INCLUDING THE RISK THAT ANY REQUIRED REGULATORY APPROVALS ARE NOT OBTAINED, ARE DELAYED OR ARE SUBJECT TO UNANTICIPATED CONDITIONS THAT COULD ADVERSELY AFFECT THE COMBINED
COMPANY; FAILURE TO REALIZE THE ANTICIPATED BENEFITS OF THE MERGER; RISKS RELATING TO THE UNCERTAINTY OF THE PROJECTED FINANCIAL INFORMATION WITH RESPECT TO THE BARK; THE RISK THAT SPENDING ON PETS MAY NOT INCREASE AT PROJECTED RATES; THE RISK THAT
BARK SUBSCRIPTIONS MAY NOT INCREASE THEIR SPENDING WITH BARK; BARK’S INABILITY TO CONTINUE TO CONVERT SOCIAL MEDIA FOLLOWERS AND CONTACTS INTO CUSTOMERS; BARK’S INABILITY TO SUCCESSFULLY EXPAND ITS PRODUCT LINES AND CHANNEL DISTRIBUTION;
COMPETITION; THE UNCERTAIN EFFECTS OF THE COVID-19 PANDEMIC; AND CHANGES IN DOMESTIC AND FOREIGN BUSINESS, MARKET, FINANCIAL, POLITICAL AND LEGAL CONDITIONS.
NEITHER NORTHERN STAR NOR BARK UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE BARK’S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND ACHIEVE BARK’S ESTIMATES OF EXPENSES AND FUTURE
REVENUES AND PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS IS CONTAINED IN THE
REGISTRATION STATEMENT ON FORM S-4 AND NORTHERN STAR’S OTHER FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING NORTHERN STAR AND
BARK, THE PROPOSED TRANSACTIONS OR OTHER MATTERS AND ATTRIBUTABLE TO NORTHERN STAR AND BARK OR ANY PERSON ACTING ON THEIR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER NORTHERN STAR NOR BARK UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO
REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit
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Description
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99.1
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Press release.
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99.2
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Investor presentation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Dated: May 18, 2021
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NORTHERN STAR ACQUISITION CORP.
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By:
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/s/ Joanna Coles
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Joanna Coles
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Chief Executive Officer
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Exhibit 99.1
Northern Star Acquisition Corp. and BARK Announce BARK’s
Preliminary Fourth Quarter and Fiscal Year 2021 Results and Reaffirm
Fiscal 2022 Outlook
For fiscal fourth quarter, revenue increased 79% year over year
For fiscal full year 2021, revenue increased 69% year over year
Annual Meeting to approve proposed merger scheduled for May 28, 2021
NEW YORK, May 18, 2021 — Northern Star Acquisition Corp. (“Northern Star”) (NYSE: STIC), a publicly traded special purpose acquisition
company, announced today the preliminary financial results for its merger partner, Barkbox, Inc. (“BARK” or the “Company”) for its fourth quarter and twelve months ended March 31, 2021. BARK has also reaffirmed its fiscal
full year 2022 financial forecast, and, in addition, provided fiscal first quarter 2022 revenue guidance.
Preliminary Fiscal Fourth Quarter 2021
Results:
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Revenue increased 79.0% to $112.2 million as compared to the same period last year.
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Subscription Shipments increased 70.3% year over year to 3.5 million.
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Gross margin was 60.6% as compared to 61.9% for the same period last year.
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Net loss was $(7.1) million, or (6.3)% of revenue, as compared to $(4.1) million, or (6.6)% of revenue, for the
same period last year.
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Adjusted EBITDA(1) was $0.2 million as compared to
$(0.8) million for the same period last year.
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Adjusted EBITDA margin was 0.2% as compared to (1.3)% for the same period last year.
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New Subscriptions totaled 264,000, an increase of 72.5% year over year.
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Lifetime Value (“LTV”) to Customer Acquisition Cost (“CAC”)(2) was 6.6x.
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Preliminary Fiscal Full Year 2021 Results:
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Revenue increased 68.8% to $378.6 million as compared to fiscal year 2020.
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Subscription Shipments increased 52.5% year over year to 11.6 million.
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Gross margin was 59.7% as compared to 60.4% for fiscal year 2020.
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Net loss was $(31.4) million, or (8.3)% of revenue, as compared to $(31.4) million, or (14.0)% of revenue, for
the fiscal year 2020.
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Adjusted EBITDA was $(7.9) million as compared to $(17.8) million for fiscal year 2020.
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Adjusted EBITDA margin was (2.1)% as compared to (7.9)% for fiscal year 2020.
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New Subscriptions totaled 1.2 million, an increase of 91.4% year over year.
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(1)
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Adjusted EBITDA, is a non-GAAP financial measure, which excludes the
impact of certain special items. Please note that our non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in
accordance with GAAP. See the “Non-GAAP Financial Information” section of this release for additional information about these items.
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(2)
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Lifetime Value (“LTV”) to CAC (“LTV:CAC”) is a measure of the return on the cost to acquire
New Subscriptions. This unit economics metric indicates how efficient we are in acquiring each New Subscription on average. The average life time of a subscription is calculated as the inverse of the Average Monthly Subscription Churn. LTV is
calculated as the average life time of a subscription times the average gross profit per subscription shipped in the period. LTV:CAC is LTV divided by CAC. Average gross profit per subscription shipped in the period is calculated as Direct to
Consumer Gross Profit for the period divided by number of subscriptions shipped in the period.
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1
“In fiscal 2021, BARK continued to generate impressive revenues, which grew nearly 70% year over year,
reflecting the strength of the Company’s differentiated product offerings and brand appeal, proprietary data-driven platform, omnichannel sales approach and our outstanding customer engagement,” said Manish Joneja, Chief Executive Officer
of BARK. “Through our pending merger with Northern Star, we are confident BARK will have the capital and resources necessary to accelerate our key strategic initiatives and further our position as the leading brand for dogs in the rapidly
growing pet industry worldwide. We are excited about BARK’s many growth opportunities ahead as we continue on our mission to make all dogs happy.”
“BARK’s strong fourth quarter and fiscal year performance further demonstrates the Company’s outstanding execution as it continues to outpace
the growth in the pet industry,” stated Joanna Coles, Chairperson and Chief Executive Officer of Northern Star. “We believe that BARK’s powerful business model and strong management team will drive long-term profitable growth and
compelling shareholder value.”
Preliminary Fiscal Fourth Quarter Details:
Revenue increased 79.0% to $112.2 million in the fourth quarter of fiscal year 2021 as compared to $62.7 million in the fourth quarter of fiscal year
2020. Direct to Consumer (“DTC”) revenue increased 79.3% to $101.3 million in the fourth quarter of fiscal year 2021 as compared to $56.5 million in the fourth quarter of fiscal year 2020. The increase in DTC revenue was driven
by the increase in Subscription Shipments combined with an increase in Average Order Value (“AOV”). Commerce revenue increased 76.8% to $10.9 million in the fourth quarter of fiscal year 2021 as compared to $6.2 million in the
fourth quarter of fiscal year 2020. The increase in Commerce revenue was driven by an increase in Retail and BARK Home revenues.
Gross profit increased
75.1% to $68.0 million in the fourth quarter of fiscal year 2021 from $38.8 million in the fourth quarter of fiscal year 2020. Gross margin was 60.6% in the fourth quarter of fiscal year 2021 compared to 61.9% in the fourth quarter of
fiscal year 2020. The decrease in gross margin in the fourth quarter of fiscal 2021 was due to higher inbound freight costs as a result of worldwide shipping congestion, combined with accommodations given to customers affected by shipment delays in
December.
General and administrative expenses increased 77.8% to $55.6 million in the fourth quarter of fiscal year 2021 from $31.3 million in
the fourth quarter of fiscal year 2020, primarily due to the increase in Subscription Shipments in the quarter as well as the continuing build out of new product line teams. As a percentage of revenue, general and administrative expenses decreased
by 30 basis points to 49.6% in the fourth quarter of fiscal year 2021 from 49.9% in the fourth quarter of fiscal year 2020.
Advertising and marketing
expenses increased 58.6% to $16.2 million in the fourth quarter of fiscal year 2021 from $10.2 million in the fourth quarter of fiscal year 2020. This increase was primarily related to materially higher New Subscriptions for the quarter
when compared to the same period last year, combined with approximately comparable CAC offset slightly by a reduction in marketing expenses related to Retail. New Subscriptions were 264,000 in the fourth quarter of fiscal 2021, compared to 153,000
in the fourth quarter of fiscal 2020, a 72.5% increase compared to last year. CAC was $51.47, an increase of only 1.8% compared to last year. As a percentage of revenue, advertising and marketing expenses decreased 180 basis points to 14.5% in the
fourth quarter of fiscal year 2021 from 16.3% in the fourth quarter of fiscal year 2020.
Net loss was $(7.1) million, with a net loss margin of (6.3)%,
in the fourth quarter of fiscal year 2021 as compared to a net loss of $(4.1) million, with a net loss margin of (6.6)%, in the fourth quarter of fiscal year 2020.
2
Adjusted EBITDA was $0.2 million, or an Adjusted EBITDA margin of 0.2%, in the fourth quarter of fiscal
year 2021, as compared to an Adjusted EBITDA of $(0.8) million, or an Adjusted EBITDA margin of (1.3)%, in the fourth quarter of fiscal year 2020.
Preliminary Fiscal Full Year 2021 Details:
Revenue
increased 68.8% to $378.6 million in the fiscal year 2021 as compared to total revenue of $224.3 million in the fiscal year 2020. DTC revenue increased 63.6% to $334.0 million in the fiscal year 2021 as compared with
$204.2 million in the fiscal year 2020. The increase in DTC revenue was primarily driven by a significant increase in Subscription Shipments, which grew by 4.0 million, or 52.5%, during the fiscal year. AOV grew 7.2% year over year also
contributing to the increase in DTC revenue. Commerce revenue increased 121.1% to $44.6 million in the fiscal year 2021 as compared with $20.2 million in the fiscal year 2020. The increase in Commerce revenue was driven by an increase in
Retail and BARK Home revenues.
Net loss was $(31.4) million, (8.3)% of revenue, in the fiscal year 2021 as compared with net loss of $(31.4) million,
(14.0)% of revenue, in the fiscal year 2020. Contributing to the net loss in fiscal year 2021 was significantly higher year over year interest expense due to fees associated with early repayment of debt, as well as significantly higher stock based
compensation on a year over year basis.
For the fiscal year 2021, Adjusted EBITDA was $(7.9) million, or (2.1)% of revenue, versus Adjusted EBITDA of
$(17.8) million, or (7.9)% of revenue, for the fiscal year 2020. The change in Adjusted EBITDA is the result of an increase in revenue and gross profit for the fiscal year ended March 31, 2021 in both Direct to Consumer and Commerce. In
addition, lower than historical CAC as a result of decreased pricing for social media advertising due to the impact of the COVID-19 pandemic led to lower advertising and marketing expense as a percentage of
revenue. As BARK grows its new businesses and media rates return to historic levels, the Company does not expect to maintain this low CAC.
Preliminary
Balance Sheet and Cash Flow Highlights
The Company’s cash and cash equivalents balance as of March 31, 2021 was $38.3 million compared
with $9.7 million as of March 31, 2020. As of March 31, 2021, the Company had total debt outstanding of $115.7 million compared with $61.5 million as of March 31, 2020.
Inventories as of March 31, 2021 increased 95.1% to $77.5 million compared with $39.7 million as of March 31, 2020.
Fiscal Year 2022 Outlook
Based on information available
as of May 18, 2021, BARK is issuing guidance for fiscal first quarter 2022 and reaffirming guidance for fiscal full year 2022 as follows:
For fiscal
first quarter 2022, the Company expects:
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Net revenue in the range of $116 million to $118 million, reflecting an approximate 56% year over year
increase at the mid point of the range.
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3
For fiscal full year 2022, the Company reaffirms its forecast included in the investor presentation
furnished as an exhibit to Northern Star’s Current Report on Form 8-K filed December 17, 2020, including:
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Net revenue of $516 million.
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Net loss of $(41) million.
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Adjusted EBITDA of $(31) million.
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Transaction Update
Norther Star’s Annual Meeting of
Stockholders (the “Annual Meeting”) to consider the previously announced merger agreement between Northern Star and BARK has been set for May 28, 2021. Stockholders of record as of April 5, 2021 (the “Record Date”) are
eligible to vote at the Annual Meeting.
Conference Call Information
A conference call to discuss fourth quarter and fiscal 2021 results will be held today, May 18, 2021, at 6:30 a.m. ET. During the conference call, the
Company may make comments concerning business and financial developments, trends and other business or financial matters. The Company’s comments, as well as other matters discussed during the conference call, may contain or constitute
information that has not been previously disclosed.
Those who wish to participate in the call may do so by dialing (866)
465-0807, conference ID 6479967. Any interested party will also have the opportunity to access the call via the Internet at https://investors.bark.co/. To listen to the live call, please go to the website at
least 15 minutes early to register and download any necessary audio software. For those who cannot listen to the live broadcast, a recording will be available for 12 months after the date of the event. Recordings may be accessed at
https://investors.bark.co/.
4
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(UNAUDITED)
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Fiscal Year 2020
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Fiscal Year 2021
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Quarter Ended
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Fiscal Year
Ended
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Quarter Ended
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Fiscal Year
Ended
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June 30,
2019
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September 30,
2019
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December 31,
2019
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March 31,
2020
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March 31,
2020
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June 30,
2020
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September 30,
2020
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December 31,
2020
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March 31,
2021
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March 31,
2021
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(in thousands)
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(in thousands)
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Revenue
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$
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50,027
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$
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52,455
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$
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59,183
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$
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62,670
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$
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224,335
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$
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74,808
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$
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86,413
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$
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105,175
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$
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112,208
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$
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378,604
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Cost of revenue
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19,703
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19,195
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26,161
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23,862
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88,921
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27,888
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34,859
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45,674
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|
|
|
44,243
|
|
|
|
152,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
30,324
|
|
|
|
33,260
|
|
|
|
33,022
|
|
|
|
38,808
|
|
|
|
135,414
|
|
|
|
46,920
|
|
|
|
51,554
|
|
|
|
59,501
|
|
|
|
67,965
|
|
|
|
225,940
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
25,752
|
|
|
|
27,877
|
|
|
|
30,977
|
|
|
|
31,287
|
|
|
|
115,893
|
|
|
|
32,036
|
|
|
|
39,279
|
|
|
|
52,567
|
|
|
|
55,628
|
|
|
|
179,510
|
|
|
Advertising and marketing
|
|
|
7,650
|
|
|
|
11,153
|
|
|
|
17,101
|
|
|
|
10,243
|
|
|
|
46,147
|
|
|
|
11,575
|
|
|
|
12,958
|
|
|
|
26,250
|
|
|
|
16,246
|
|
|
|
67,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
33,402
|
|
|
|
39,030
|
|
|
|
48,078
|
|
|
|
41,530
|
|
|
|
162,040
|
|
|
|
43,611
|
|
|
|
52,237
|
|
|
|
78,817
|
|
|
|
71,874
|
|
|
|
246,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(3,078
|
)
|
|
|
(5,770
|
)
|
|
|
(15,056
|
)
|
|
|
(2,722
|
)
|
|
|
(26,626
|
)
|
|
|
3,309
|
|
|
|
(683
|
)
|
|
|
(19,316
|
)
|
|
|
(3,909
|
)
|
|
|
(20,599
|
)
|
|
Interest expense
|
|
|
(1,105
|
)
|
|
|
(1,308
|
)
|
|
|
(1,421
|
)
|
|
|
(1,587
|
)
|
|
|
(5,421
|
)
|
|
|
(1,514
|
)
|
|
|
(1,906
|
)
|
|
|
(4,961
|
)
|
|
|
(2,542
|
)
|
|
|
(10,923
|
)
|
|
Other income, net
|
|
|
173
|
|
|
|
142
|
|
|
|
180
|
|
|
|
184
|
|
|
|
679
|
|
|
|
221
|
|
|
|
1,211
|
|
|
|
(696
|
)
|
|
|
(605
|
)
|
|
|
131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(4,010
|
)
|
|
|
(6,936
|
)
|
|
|
(16,297
|
)
|
|
|
(4,125
|
)
|
|
|
(31,368
|
)
|
|
|
2,016
|
|
|
|
(1,378
|
)
|
|
|
(24,973
|
)
|
|
|
(7,056
|
)
|
|
|
(31,391
|
)
|
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and comprehensive loss
|
|
$
|
(4,010
|
)
|
|
$
|
(6,936
|
)
|
|
$
|
(16,297
|
)
|
|
$
|
(4,125
|
)
|
|
$
|
(31,368
|
)
|
|
|
2,016
|
|
|
|
(1,378
|
)
|
|
|
(24,973
|
)
|
|
|
(7,056
|
)
|
|
|
(31,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT BY SEGMENT
|
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
Fiscal Year 2020
|
|
|
Fiscal Year 2021
|
|
|
|
|
Quarter Ended
|
|
|
Fiscal
Year
Ended
|
|
|
Quarter Ended
|
|
|
Fiscal
Year
Ended
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2021
|
|
|
2021
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
|
Direct to Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
47,676
|
|
|
$
|
47,972
|
|
|
$
|
52,001
|
|
|
$
|
56,502
|
|
|
$
|
204,151
|
|
|
$
|
67,099
|
|
|
$
|
75,368
|
|
|
$
|
90,202
|
|
|
$
|
101,300
|
|
|
$
|
333,970
|
|
|
Costs of revenue
|
|
|
18,168
|
|
|
|
16,740
|
|
|
|
23,241
|
|
|
|
21,041
|
|
|
|
79,191
|
|
|
|
24,116
|
|
|
|
29,052
|
|
|
|
36,866
|
|
|
|
38,010
|
|
|
|
128,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
29,508
|
|
|
$
|
31,232
|
|
|
$
|
28,760
|
|
|
$
|
35,461
|
|
|
$
|
124,960
|
|
|
$
|
42,983
|
|
|
$
|
46,316
|
|
|
$
|
53,336
|
|
|
$
|
63,290
|
|
|
$
|
205,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commerce:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
Revenue
|
|
$
|
2,351
|
|
|
$
|
4,483
|
|
|
$
|
7,182
|
|
|
$
|
6,168
|
|
|
$
|
20,184
|
|
|
$
|
7,709
|
|
|
$
|
11,045
|
|
|
$
|
14,973
|
|
|
$
|
10,908
|
|
|
$
|
44,634
|
|
|
Costs of revenue
|
|
|
1,535
|
|
|
|
2,454
|
|
|
|
2,920
|
|
|
|
2,821
|
|
|
|
9,730
|
|
|
|
3,772
|
|
|
|
5,807
|
|
|
|
8,808
|
|
|
|
6,233
|
|
|
|
24,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
816
|
|
|
$
|
2,029
|
|
|
$
|
4,262
|
|
|
$
|
3,347
|
|
|
$
|
10,454
|
|
|
$
|
3,937
|
|
|
$
|
5,237
|
|
|
$
|
6,165
|
|
|
$
|
4,675
|
|
|
$
|
20,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
Revenue
|
|
$
|
50,027
|
|
|
$
|
52,455
|
|
|
$
|
59,183
|
|
|
$
|
62,671
|
|
|
$
|
224,335
|
|
|
$
|
74,808
|
|
|
$
|
86,413
|
|
|
$
|
105,175
|
|
|
$
|
112,208
|
|
|
$
|
378,604
|
|
|
Costs of revenue
|
|
|
19,703
|
|
|
|
19,195
|
|
|
|
26,161
|
|
|
|
23,862
|
|
|
|
88,921
|
|
|
|
27,888
|
|
|
|
34,859
|
|
|
|
45,674
|
|
|
|
44,243
|
|
|
|
152,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
30,324
|
|
|
$
|
33,260
|
|
|
$
|
33,022
|
|
|
$
|
38,808
|
|
|
$
|
135,414
|
|
|
$
|
46,920
|
|
|
$
|
51,554
|
|
|
$
|
59,501
|
|
|
$
|
67,965
|
|
|
$
|
225,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Performance Indicators
|
|
|
|
|
Fiscal Year 2020
|
|
|
Fiscal Year 2021
|
|
|
|
|
For the Quarter Ended
|
|
|
Fiscal
Year
Ended
|
|
|
For the Quarter Ended
|
|
|
Fiscal
Year
Ended
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2021
|
|
|
2021
|
|
|
Subscription Shipments (in 000’s)
|
|
|
1,812
|
|
|
|
1,801
|
|
|
|
1,971
|
|
|
|
2,034
|
|
|
|
7,618
|
|
|
|
2,368
|
|
|
|
2,675
|
|
|
|
3,113
|
|
|
|
3,463
|
|
|
|
11,619
|
|
|
Average Monthly Subscription Shipment Churn
|
|
|
7.0
|
%
|
|
|
8.0
|
%
|
|
|
6.1
|
%
|
|
|
8.9
|
%
|
|
|
7.5
|
%
|
|
|
6.2
|
%
|
|
|
5.3
|
%
|
|
|
6.5
|
%
|
|
|
5.4
|
%
|
|
|
5.9
|
%
|
|
Active Subscriptions (in 000’s)
|
|
|
1,033
|
|
|
|
1,075
|
|
|
|
1,175
|
|
|
|
1,207
|
|
|
|
1,207
|
|
|
|
1,382
|
|
|
|
1,499
|
|
|
|
1,729
|
|
|
|
1,826
|
|
|
|
1,826
|
|
|
New Subscriptions (in 000’s)
|
|
|
102
|
|
|
|
142
|
|
|
|
230
|
|
|
|
153
|
|
|
|
627
|
|
|
|
303
|
|
|
|
252
|
|
|
|
381
|
|
|
|
264
|
|
|
|
1,200
|
|
|
CAC
|
|
$
|
57.31
|
|
|
$
|
57.68
|
|
|
$
|
56.47
|
|
|
$
|
50.56
|
|
|
$
|
55.44
|
|
|
$
|
30.83
|
|
|
$
|
43.98
|
|
|
$
|
60.50
|
|
|
$
|
51.47
|
|
|
$
|
47.55
|
|
|
LTV:CAC
|
|
|
4.1x
|
|
|
|
3.8x
|
|
|
|
4.2x
|
|
|
|
3.9x
|
|
|
|
3.9x
|
|
|
|
9.5x
|
|
|
|
7.4x
|
|
|
|
4.4x
|
|
|
|
6.6x
|
|
|
|
6.3x
|
|
|
Average Order Value
|
|
$
|
26.32
|
|
|
$
|
26.63
|
|
|
$
|
26.39
|
|
|
$
|
27.77
|
|
|
$
|
26.80
|
|
|
$
|
28.34
|
|
|
$
|
28.18
|
|
|
$
|
28.98
|
|
|
$
|
29.25
|
|
|
$
|
28.74
|
|
Use of Non-GAAP Financial Measures
BARK reports its financial results in accordance with GAAP. However, BARK’s management believes that Adjusted EBITDA and Adjusted EBITDA margin, both non-GAAP financial measures, provide investors with additional useful information in evaluating its performance.
BARK
calculates Adjusted EBITDA as net income (loss), adjusted to exclude: (1) interest expense, (2) depreciation and amortization, (3) stock-based compensation expense, (4) change in fair value of warrants and derivatives,
(5) sales and use tax expense, and (6) one time transaction costs associated with the financing and merger. BARK calculates Adjusted EBITDA margin by dividing Revenue for the period by Adjusted EBITDA for the period.
Adjusted EBITDA and Adjusted EBITDA margin are financial measures that are not required by, or presented in accordance with GAAP. BARK believes that Adjusted
EBITDA and Adjusted EBITDA margin, when taken together with its financial results presented in accordance with GAAP, provides meaningful supplemental information regarding its operating performance and facilitates internal comparisons of its
historical operating
7
performance on a more consistent basis by excluding certain items that may not be indicative of its business, results of operations or outlook. In particular, BARK believes that the use of
Adjusted EBITDA and Adjusted EBITDA margin are helpful to its investors as it is a measure used by management in assessing the health of its business, determining incentive compensation and evaluating its operating performance, as well as for
internal planning and forecasting purposes.
Adjusted EBITDA and Adjusted EBITDA margin are presented for supplemental informational purposes only, have
limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA and Adjusted EBITDA margin include that
(1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced
and Adjusted EBITDA and Adjusted EBITDA margin do not reflect these capital expenditures, (3) the measures do not consider the impact of stock-based compensation expense, which is an ongoing expense for BARK and (4) the measures do not
reflect other non-operating expenses, including interest expense. In addition, its use of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies
because they may not calculate Adjusted EBITDA or Adjusted EBITDA margin in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating BARK’s performance, you should consider Adjusted EBITDA
and Adjusted EBITDA margin alongside other financial measures, including its net income (loss) and other results stated in accordance with GAAP.
8
The following tables presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly
comparable financial measure stated in accordance with GAAP, and the calculation of Adjusted EBITDA margin, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADJUSTED EBITDA
|
|
|
|
|
Fiscal Year 2020
|
|
|
Fiscal Year 2021
|
|
|
|
|
Quarter Ended
|
|
|
Fiscal Year
Ended
|
|
|
Quarter Ended
|
|
|
Fiscal Year
Ended
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2020
|
|
|
2021
|
|
|
2021
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
|
Net loss
|
|
$
|
(4,011
|
)
|
|
$
|
(6,936
|
)
|
|
$
|
(16,296
|
)
|
|
$
|
(4,124
|
)
|
|
$
|
(31,367
|
)
|
|
$
|
2,016
|
|
|
$
|
(1,378
|
)
|
|
$
|
(24,972
|
)
|
|
$
|
(7,058
|
)
|
|
$
|
(31,391
|
)
|
|
Adjusted to exclude the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
1,105
|
|
|
$
|
1,308
|
|
|
$
|
1,420
|
|
|
|
1,587
|
|
|
|
5,421
|
|
|
|
1,514
|
|
|
|
1,906
|
|
|
|
4,961
|
|
|
|
2,542
|
|
|
|
10,923
|
|
|
Depreciation and amortization expense
|
|
$
|
257
|
|
|
$
|
318
|
|
|
$
|
375
|
|
|
|
448
|
|
|
|
1,397
|
|
|
|
509
|
|
|
|
528
|
|
|
|
660
|
|
|
|
708
|
|
|
|
2,405
|
|
|
Stock compensation expense
|
|
$
|
376
|
|
|
$
|
245
|
|
|
$
|
798
|
|
|
|
398
|
|
|
|
1,817
|
|
|
|
388
|
|
|
|
1,004
|
|
|
|
2,734
|
|
|
|
2,395
|
|
|
|
6,522
|
|
|
Change in fair value of warrants and derivatives
|
|
$
|
(61
|
)
|
|
$
|
(41
|
)
|
|
$
|
(33
|
)
|
|
|
39
|
|
|
|
(96
|
)
|
|
|
(34
|
)
|
|
|
(1,229
|
)
|
|
|
1,599
|
|
|
|
594
|
|
|
|
931
|
|
|
Sales and use tax expense (1)
|
|
$
|
1,950
|
|
|
$
|
1,591
|
|
|
$
|
667
|
|
|
|
815
|
|
|
|
5,023
|
|
|
|
597
|
|
|
|
243
|
|
|
|
285
|
|
|
|
85
|
|
|
|
1,211
|
|
|
Transaction costs (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
630
|
|
|
|
916
|
|
|
|
1,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
(385
|
)
|
|
$
|
(3,514
|
)
|
|
$
|
(13,069
|
)
|
|
$
|
(838
|
)
|
|
$
|
(17,806
|
)
|
|
$
|
4,990
|
|
|
$
|
1,075
|
|
|
$
|
(14,102
|
)
|
|
$
|
182
|
|
|
$
|
(7,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss margin
|
|
|
(8.02
|
)%
|
|
|
(13.22
|
)%
|
|
|
(27.54
|
)%
|
|
|
(6.58
|
)%
|
|
|
(13.98
|
)%
|
|
|
2.70
|
%
|
|
|
(1.59
|
)%
|
|
|
(23.74
|
)%
|
|
|
(6.29
|
)%
|
|
|
(8.29
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin
|
|
|
(0.77
|
)%
|
|
|
(6.70
|
)%
|
|
|
(22.08
|
)%
|
|
|
(1.34
|
)%
|
|
|
(7.94
|
)%
|
|
|
6.67
|
%
|
|
|
1.24
|
%
|
|
|
(13.41
|
)%
|
|
|
0.16
|
%
|
|
|
(2.07
|
)%
|
|
(1)
|
Sales and use tax expense relates to recording a liability for sales and use tax we did not collect from our
customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that
state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require
sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created
economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax.
|
|
(2)
|
Transactions costs represent non-recurring consulting and advisory
costs with respect to the merger agreement entered into with Northern Star Acquisition Corp. on December 16, 2020.
|
9
BARKBOX, INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2021 AND 2020
(UNAUDITED)
(In thousands,
except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
38,278
|
|
|
$
|
9,676
|
|
|
Accounts receivable—net
|
|
|
8,927
|
|
|
|
3,929
|
|
|
Prepaid expenses and other current assets
|
|
|
7,409
|
|
|
|
1,500
|
|
|
Inventory
|
|
|
77,454
|
|
|
|
39,696
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
132,068
|
|
|
|
54,801
|
|
|
PROPERTY AND EQUIPMENT—NET
|
|
|
13,465
|
|
|
|
7,144
|
|
|
INTANGIBLE ASSETS—NET
|
|
|
2,070
|
|
|
|
1,341
|
|
|
OTHER NONCURRENT ASSETS
|
|
|
3,260
|
|
|
|
1,403
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
150,863
|
|
|
$
|
64,689
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
50,501
|
|
|
|
38,584
|
|
|
Accrued and other current liabilities
|
|
|
44,605
|
|
|
|
21,416
|
|
|
Deferred revenue
|
|
|
27,177
|
|
|
|
13,282
|
|
|
Short-term debt
|
|
|
—
|
|
|
|
45,184
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
122,283
|
|
|
|
118,466
|
|
|
LONG-TERM DEBT
|
|
|
115,729
|
|
|
|
16,346
|
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
11,834
|
|
|
|
5,277
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
249,846
|
|
|
|
140,089
|
|
|
COMMITMENTS AND CONTINGENCIES (Note 10)
|
|
|
|
|
|
|
|
|
|
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
|
|
|
|
|
|
|
|
|
|
Series Seed preferred stock, par value $0.0001 per share—2,057,188 shares authorized, issued
and outstanding as of March 31, 2021 and 2020.
|
|
|
1,897
|
|
|
|
1,897
|
|
|
Series A preferred stock, par value $0.0001 per share—2,110,400 shares authorized, issued and
outstanding as of March 31, 2021 and 2020.
|
|
|
4,948
|
|
|
|
4,948
|
|
|
Series B preferred stock, par value $0.0001 per share—990,068 shares authorized, issued and
outstanding as of March 31, 2021 and 2020.
|
|
|
10,285
|
|
|
|
10,285
|
|
|
Series C preferred stock, par value $0.0001 per share—2,142,188 shares authorized, issued and
outstanding as of March 31, 2021 and 2020.
|
|
|
34,585
|
|
|
|
34,585
|
|
|
Series C-1 preferred stock, par value $0.0001 per
share—710,716 shares authorized; 452,671 shares issued and outstanding as of March 31, 2021 and 2020.
|
|
|
8,272
|
|
|
|
8,272
|
|
|
|
|
|
|
|
|
|
|
|
|
Total redeemable convertible preferred stock
|
|
|
59,987
|
|
|
|
59,987
|
|
|
STOCKHOLDERS’ DEFICIT:
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share—18,600,000 and 17,000,000 shares authorized;
5,498,588 and 5,196,711 shares issued and outstanding as of March 31, 2021 and 2020, respectively.
|
|
|
—
|
|
|
|
—
|
|
|
Treasury stock, at cost
|
|
|
(4,764
|
)
|
|
|
(4,755
|
)
|
|
Additional paid-in capital
|
|
|
25,748
|
|
|
|
17,931
|
|
|
Accumulated deficit
|
|
|
(179,954
|
)
|
|
|
(148,563
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficit
|
|
|
(158,970
|
)
|
|
|
(135,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
|
|
$
|
150,863
|
|
|
$
|
64,689
|
|
|
|
|
|
|
|
|
|
|
|
10
BARKBOX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2021, AND 2020
(UNAUDITED)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Net cash used in operating activities
|
|
$
|
(19,618
|
)
|
|
$
|
(19,666
|
)
|
|
Net cash used in investing activities
|
|
|
(4,825
|
)
|
|
|
(4,677
|
)
|
|
Net cash provided by financing activities
|
|
|
54,498
|
|
|
|
22,678
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
|
30,055
|
|
|
|
(1,665
|
)
|
|
Cash, cash equivalents and restricted cash — beginning of period
|
|
|
9,676
|
|
|
|
11,341
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash — end of period
|
|
$
|
39,731
|
|
|
$
|
9,676
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
38,278
|
|
|
$
|
9,676
|
|
|
Restricted cash—Prepaid expenses and other current assets
|
|
|
1,453
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash
|
|
$
|
39,731
|
|
|
$
|
9,676
|
|
|
|
|
|
|
|
|
|
|
|
About BARK
BARK is the
world’s most dog-centric company, devoted to making dogs and their people happy with the best products, services and experiences. BARK’s dog-obsessed team
applies its unique, data-driven understanding of what makes each dog special to design playstyle-specific toys, wildly satisfying treats and wellness supplements, and dog-first experiences that foster the
health and happiness of dogs everywhere. Founded in 2012, BARK loyally serves dogs nationwide with monthly subscription services, BarkBox and Super Chewer; a curated e-commerce experience on BarkShop.com;
custom collections via its retail partner network, including Target and Amazon; wellness products that meet your dogs’ needs with BARK Bright; and a meal personalization and delivery service for dogs BARK Eats. At BARK, we want to be the people
our dogs think we are and promise to be their voice until every dog reaches its full tail-wagging potential. Sniff around at bark.co for more information.
About Northern Star Acquisition Corp.
Northern Star
Acquisition Corp. is a special purpose acquisition company whose management team and Board of Directors are composed of veteran consumer, media, technology, retail and finance industry executives and founders, including Joanna Coles, Chairperson and
Chief Executive Officer, and Jonathan Ledecky, President and Chief Operating Officer. Ms. Coles is a creative media and technology executive who in her previous roles as editor of two leading magazines and Chief Content Officer of Hearst
Magazines developed an extensive network of relationships at the intersection of technology, fashion and beauty. Ms. Coles currently serves as a special advisor to Cornell Capital, a $7 billion private investment firm, and is on the board
at Snap Inc., Sonos, Density Software, and on the global advisory board of global payments company Klarna. Mr. Ledecky is a seasoned businessman with over 35 years of investment and operational experience. He has executed hundreds of
acquisitions across multiple industries and raised over $25 billion in debt and equity. He is also co-owner of the National Hockey League’s New York Islanders franchise. For additional information,
please visit https://northernstaric.com.
11
Important Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Northern Star and BARK. Northern Star has filed a registration
statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus of Northern Star, and certain related documents, to be used at the meeting
of shareholders scheduled for May 28, 2021 to approve the proposed business combination and related matters. Investors and security holders of Northern Star are urged to read the proxy statement/prospectus, and any amendments thereto and
other relevant documents that have or will be filed with the SEC, carefully and in their entirety when they become available because they contain important information about BARK, Northern Star and the business combination. The definitive proxy
statement has been mailed to shareholders of Northern Star as of April 5, 2021. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of
the companies, without charge, at the SEC’s web site at www.sec.gov.
The information contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Star, BARK and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from
the shareholders of Northern Star in favor of the approval of the business combination and related matters. Shareholders may obtain more detailed information regarding the names, affiliations and interests of certain of Northern Star’s
executive officers and directors in the solicitation by reading Northern Star’s Final Prospectus dated November 10, 2020, filed with the SEC on November 12, 2020, and the proxy statement and other relevant materials filed with the SEC
in connection with the business combination when they become available. Information concerning the interests of Northern Star’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally,
is set forth in the proxy statement relating to the business combination.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Key Performance Indicators
BARK measures its business
using both financial and operating data and use the following metrics and measures (among others) to assess the near-term and long-term performance of its overall business, including identifying trends, formulating financial projections, making
strategic decisions, assessing operational efficiencies, and monitoring our business. BARK present a number of key performance indicators to assist investors in understanding its operating results on an
on-going basis. These key performance indicators may also assist investors in making comparisons of BARK’s operating results with those of other companies.
12
In assessing the performance of the business during the twelve months ended March 31, 2021 and 2020,
BARK’s management reviewed the following key performance indicators, each of which is described below:
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Subscription Shipments: BARK defines Subscription Shipments as the total number of subscription product
shipments shipped in a given period. Subscription Shipments does not include gift subscriptions or one-time subscription shipments.
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Active Subscriptions: BARK defines Active Subscriptions as the total number of unique product
subscriptions with at least one shipment during the last 12 months. Active Subscriptions does not include gift subscriptions or one-time subscription purchases.
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Average Monthly Subscription Shipment Churn: Average Monthly Subscription Shipment Churn is calculated as
the average number of subscriptions that have been cancelled in the last three months, divided by the average monthly active subscriptions in the last three months. The number of cancellations used to calculate Average Monthly Subscription Shipment
Churn is net of the number of subscriptions reactivated during the last three months.
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New Subscriptions: BARK defines New Subscriptions as the number of unique subscriptions with their first
shipment occurring in a period.
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Average Order Value (“AOV”): Direct to Consumer revenue for the period divided by Subscription
Shipments for the same period.
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Customer Acquisition Cost (“CAC”): Customer Acquisition Cost (“CAC”) is a measure of
the cost to acquire New Subscriptions in its Direct to Consumer business segment. CAC is a monthly measure defined as media spend in BARK’s Direct to Consumer business segment in the period indicated, divided by total New Subscriptions in such
period.
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Lifetime Value (“LTV”): Lifetime Value is the dollar value of each subscription as measured by
the cumulative Direct to Consumer Gross Profit for the average life of the subscription.
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Cautionary Statement Regarding Preliminary
Estimated Results
The preliminary estimated results for the fourth quarter and fiscal year ended March 31, 2021 are preliminary, unaudited and
subject to completion. They reflect BARK management’s current views and may change as a result of BARK’s review of results and other factors, including a wide variety of significant business, economic and competitive risks and
uncertainties. Such preliminary results are subject to the finalization and closing of BARK’s accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly or annual financial
statements prepared in accordance with GAAP. Northern Star and BARK caution you that these preliminary results are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. For more
information regarding factors that could cause actual results to differ from those described above, please see “Cautionary Statement Regarding Forward-Looking Statements” below.
The preliminary estimated results have been prepared by, and are the responsibility of, BARK’s management. BARK’s independent registered public
accounting firm, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary estimated financial information.
13
Cautionary Statement Regarding Forward Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include,
but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BARK’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of BARK. Some important factors that
could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a
number of risks and uncertainties; the inability of the parties to successfully or timely consummate the merger, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the merger is not obtained; failure to realize the anticipated benefits of the merger; risks relating to the uncertainty of the projected financial information with respect to
BARK; the risk that spending on pets may not increase at projected rates; that BARK subscriptions may not increase their spending with BARK; BARK’s ability to continue to convert social media followers and contacts into customers; BARK’s
ability to successfully expand its product lines and channel distribution; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in documents of Northern Star filed, or to be
filed, with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Northern Star nor
BARK presently know or that Northern Star and BARK currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Northern Star’s and BARK’s expectations, plans or forecasts of future events and views as of the
date of this press release. Northern Star and BARK anticipate that subsequent events and developments will cause Northern Star’s and BARK’s assessments to change. However, while Northern Star and BARK may elect to update these
forward-looking statements at some point in the future, Northern Star and BARK specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Northern Star’s and BARK’s assessments
as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Any
financial projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Northern Star’s and BARK’s
control. While all projections are necessarily speculative, Northern Star and BARK believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the
date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Northern Star and BARK, or their respective representatives and advisors, considered or
consider the projections to be a reliable prediction of future events.
14
This communication is not intended to be all-inclusive or to contain
all the information that a person may desire in considering in an investment in Northern Star and is not intended to form the basis of an investment decision in Northern Star. All subsequent written and oral forward-looking statements concerning
Northern Star and BARK, the proposed transactions or other matters and attributable to Northern Star and BARK or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Contacts
For BARK
Investors:
ICR, Inc.
Jean Fontana
Jean.Fontana@icrinc.com
Media:
Garland Harwood
press@barkbox.com
For Northern Star Acquisition Corp.
Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher
Gasthalter & Co.
(212)
257-4170
northernstar@gasthalter.com
15
Exhibit 99.2 Management Presentation May 2021Exhibit 99.2 Management
Presentation May 2021
Disclaimer (1/2) This presentation (this “Presentation”) is
provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Barkbox Inc. (“Barkbox”) and Northern Star Acquisition
Corp. (“Northern Star”) and related transactions (the “Potential Business Combination”) and for no other purpose. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and
restrictions set out below. Without the express prior written consent of Northern Star and Barkbox, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for
any purpose other than your evaluation of Barkbox or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all
previous oral or written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an
offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall
there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice
or a recommendation regarding any securities No representations or warranties, express or implied are given in, or in respect of, this Presentation. Industry and market data used in this Presentation have been obtained from third-party industry
publications and sources as well as from research reports prepared for other purposes. Neither Northern Star nor Barkbox has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or
completeness. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Northern Star, Barkbox or their respective representatives as investment, legal or
tax advice. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Barkbox or the Potential Business Combination. Recipients of this Presentation
should each make their own evaluation of Barkbox and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward Looking Statements Certain statements included in this Presentation are
not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics
and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Barkbox’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Barkbox. Some important factors that could cause actual results to differ
materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties;
the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the Potential Business Combination is not obtained; failure to realize the anticipated benefits of the Potential Business Combination; risks relating to the uncertainty of the
projected financial information with respect to the Barkbox; the risk that spending on pets may not increase at projected rates; that Barkbox subscriptions may not increase their spending with Barkbox; Barkbox’s ability to continue to convert
social media followers and contacts into customers; Barkbox’s ability to successfully expand its product lines and channel distribution; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in documents of
Northern Star filed, or to be filed, with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks
that neither Northern Star nor Barkbox presently know or that Northern Star and Barkbox currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Northern Star’s and Barkbox’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Northern Star and Barkbox anticipate that subsequent events and
developments will cause Northern Star’s and Barkbox’s assessments to change. However, while Northern Star and Barkbox may elect to update these forward-looking statements at some point in the future, Northern Star and Barkbox
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Northern Star’s and Barkbox’s assessments as of any date subsequent to the date of this Presentation. Accordingly,
undue reliance should not be placed upon the forward-looking statements. Use of Data The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within
or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Northern Star and Barkbox assume no
obligation to update the information in this presentation Trademarks Northern Star and Barkbox own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses.
This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or
products in this presentation is not intended to, and does not imply, a relationship with Northern Star or Barkbox, or an endorsement or sponsorship by or of Northern Star or Barkbox. Solely for convenience, the trademarks, service marks, trade
names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Northern Star or Barkbox will not assert, to the fullest extent under
applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Use of Projections The projections, estimates and targets in this Presentation are forward-looking statements that
are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Northern Star’s and Barkbox’s control. While all projections, estimates and targets are necessarily
speculative, Northern Star and Barkbox believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The
assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual
results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this presentation should not be regarded as an indication that Northern Star and Barkbox, or their
representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. 2Disclaimer (1/2) This presentation (this “Presentation”) is provided for informational purposes only
and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Barkbox Inc. (“Barkbox”) and Northern Star Acquisition Corp. (“Northern Star”) and
related transactions (the “Potential Business Combination”) and for no other purpose. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express
prior written consent of Northern Star and Barkbox, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of Barkbox
or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the
parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any
securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any
securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities No
representations or warranties, express or implied are given in, or in respect of, this Presentation. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research
reports prepared for other purposes. Neither Northern Star nor Barkbox has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. Recipients of
this Presentation are not to construe its contents, or any prior or subsequent communications from or with Northern Star, Barkbox or their respective representatives as investment, legal or tax advice. In addition, this Presentation does not purport
to be all-inclusive or to contain all of the information that may be required to make a full analysis of Barkbox or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of Barkbox and of the
relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward Looking Statements Certain statements included in this Presentation are not historical facts but are forward-looking statements for
purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement
is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on
various assumptions, whether or not identified in this Presentation, and on the current expectations of Barkbox’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances are beyond the control of Barkbox. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in
domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties; the inability of the parties to successfully or timely consummate the Potential
Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential
Business Combination is not obtained; failure to realize the anticipated benefits of the Potential Business Combination; risks relating to the uncertainty of the projected financial information with respect to the Barkbox; the risk that spending on
pets may not increase at projected rates; that Barkbox subscriptions may not increase their spending with Barkbox; Barkbox’s ability to continue to convert social media followers and contacts into customers; Barkbox’s ability to
successfully expand its product lines and channel distribution; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in documents of Northern Star filed, or to be filed, with SEC. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Northern Star nor Barkbox presently know or that Northern Star and
Barkbox currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Northern Star’s and Barkbox’s expectations,
plans or forecasts of future events and views as of the date of this Presentation. Northern Star and Barkbox anticipate that subsequent events and developments will cause Northern Star’s and Barkbox’s assessments to change. However,
while Northern Star and Barkbox may elect to update these forward-looking statements at some point in the future, Northern Star and Barkbox specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as
representing Northern Star’s and Barkbox’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Use of Data The data contained
herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein.
Any data on past performance or modeling contained herein is not an indication as to future performance. Northern Star and Barkbox assume no obligation to update the information in this presentation Trademarks Northern Star and Barkbox own or have
rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties,
which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Northern Star or
Barkbox, or an endorsement or sponsorship by or of Northern Star or Barkbox. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols,
but such references are not intended to indicate, in any way, that Northern Star or Barkbox will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade
names and copyrights. Use of Projections The projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of
which are beyond Northern Star’s and Barkbox’s control. While all projections, estimates and targets are necessarily speculative, Northern Star and Barkbox believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are
subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of
projections, estimates and targets in this presentation should not be regarded as an indication that Northern Star and Barkbox, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable
prediction of future events. 2
Disclaimer (2/2) Important Information and Where to Find It This
Presentation is being made in respect of the proposed merger transaction involving Northern Star and BARK. Northern Star has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the SEC ), which includes a proxy
statement/prospectus of Northern Star, and certain related documents, to be used at the meeting of shareholders to approve the proposed business combination and related matters. Investors and security holders of Northern Star are urged to read the
proxy statement/prospectus, and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about BARK, Northern Star
and the business combination. The definitive proxy statement has been mailed to shareholders of Northern Star as of April 5, 2021. Investors and security holders will also be able to obtain copies of the registration statement and other documents
containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in
this Presentation is not incorporated by reference into, and is not a part of, this Presentation. Participants in the Solicitation Northern Star, BARK and certain of their respective directors and executive officers may be deemed participants in the
solicitation of proxies from the shareholders of Northern Star in favor of the approval of the business combination and related matters. Shareholders may obtain more detailed information regarding the names, affiliations and interests of certain of
Northern Star's executive officers and directors in the solicitation by reading Northern Star's Final Prospectus dated November 10, 2020, filed with the SEC on November 12, 2020, and the proxy statement and other relevant materials filed with the
SEC in connection with the business combination when they become available. Information concerning the interests of Northern Star's participants in the solicitation, which may, in some cases, be different than those of their stockholders generally,
will be set forth in the proxy statement relating to the business combination when it becomes available. Use of Non-GAAP Financial Measures BARK reports its financial results in accordance with GAAP. However, BARK’s management believes that
Adjusted EBITDA and Adjusted EBITDA margin, both non-GAAP financial measures, provide investors with additional useful information in evaluating its performance. Adjusted EBITDA and Adjusted EBITDA margin are financial measures that are not required
by, or presented in accordance with GAAP. BARK believe that Adjusted EBITDA and Adjusted EBITDA margin, when taken together with its financial results presented in accordance with GAAP, provides meaningful supplemental information regarding its
operating performance and facilitates internal comparisons of its historical operating performance on a more consistent basis by excluding certain items that may not be indicative of its business, results of operations or outlook. In particular,
BARK believe that the use of Adjusted EBITDA and Adjusted EBITDA margin are helpful to its investors as it is a measure used by management in assessing the health of its business, determining incentive compensation and evaluating its operating
performance, as well as for internal planning and forecasting purposes. Adjusted EBITDA and Adjusted EBITDA margin are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in
isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA and Adjusted EBITDA margin include that (1) the measures do not properly reflect capital commitments to be paid in
the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA margin do not reflect these capital expenditures, (3) the measures do not consider the
impact of stock-based compensation expense, which is an ongoing expense for BARK and (4) the measures do not reflect other non-operating expenses, including interest expense. In addition, its use of Adjusted EBITDA and Adjusted EBITDA margin may not
be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA or Adjusted EBITDA margin in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when
evaluating BARK’s performance, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial measures, including its net income (loss) and other results stated in accordance with GAAP. Cautionary Statement Regarding
Preliminary Estimated Results The preliminary estimated results for the fourth quarter and fiscal year ended March 31, 2021 are preliminary, unaudited and subject to completion. They reflect BARK management’s current views and may change as a
result of BARK’s review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. Such preliminary results are subject to the finalization and closing of BARK’s
accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly or annual financial statements prepared in accordance with GAAP. Northern Star and BARK caution you that these preliminary
results are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. For more information regarding factors that could cause actual results to differ from those described above,
please see “Cautionary Statement Regarding Forward-Looking Statements” below. The preliminary estimated results have been prepared by, and are the responsibility of, BARK’s management. BARK’s independent registered public
accounting firm, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary estimated financial information. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR
ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE 3Disclaimer (2/2)
Important Information and Where to Find It This Presentation is being made in respect of the proposed merger transaction involving Northern Star and BARK. Northern Star has filed a registration statement on Form S-4 with the Securities and Exchange
Commission (the SEC ), which includes a proxy statement/prospectus of Northern Star, and certain related documents, to be used at the meeting of shareholders to approve the proposed business combination and related matters. Investors and security
holders of Northern Star are urged to read the proxy statement/prospectus, and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain
important information about BARK, Northern Star and the business combination. The definitive proxy statement has been mailed to shareholders of Northern Star as of April 5, 2021. Investors and security holders will also be able to obtain copies of
the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov. The information contained on, or that may
be accessed through, the websites referenced in this Presentation is not incorporated by reference into, and is not a part of, this Presentation. Participants in the Solicitation Northern Star, BARK and certain of their respective directors and
executive officers may be deemed participants in the solicitation of proxies from the shareholders of Northern Star in favor of the approval of the business combination and related matters. Shareholders may obtain more detailed information regarding
the names, affiliations and interests of certain of Northern Star's executive officers and directors in the solicitation by reading Northern Star's Final Prospectus dated November 10, 2020, filed with the SEC on November 12, 2020, and the proxy
statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Northern Star's participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available. Use of Non-GAAP Financial Measures BARK reports its financial results in accordance with
GAAP. However, BARK’s management believes that Adjusted EBITDA and Adjusted EBITDA margin, both non-GAAP financial measures, provide investors with additional useful information in evaluating its performance. Adjusted EBITDA and Adjusted
EBITDA margin are financial measures that are not required by, or presented in accordance with GAAP. BARK believe that Adjusted EBITDA and Adjusted EBITDA margin, when taken together with its financial results presented in accordance with GAAP,
provides meaningful supplemental information regarding its operating performance and facilitates internal comparisons of its historical operating performance on a more consistent basis by excluding certain items that may not be indicative of its
business, results of operations or outlook. In particular, BARK believe that the use of Adjusted EBITDA and Adjusted EBITDA margin are helpful to its investors as it is a measure used by management in assessing the health of its business,
determining incentive compensation and evaluating its operating performance, as well as for internal planning and forecasting purposes. Adjusted EBITDA and Adjusted EBITDA margin are presented for supplemental informational purposes only, have
limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA and Adjusted EBITDA margin include that (1) the
measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA margin do not
reflect these capital expenditures, (3) the measures do not consider the impact of stock-based compensation expense, which is an ongoing expense for BARK and (4) the measures do not reflect other non-operating expenses, including interest expense.
In addition, its use of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA or Adjusted EBITDA margin in the same manner, limiting its
usefulness as a comparative measure. Because of these limitations, when evaluating BARK’s performance, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial measures, including its net income (loss) and other
results stated in accordance with GAAP. Cautionary Statement Regarding Preliminary Estimated Results The preliminary estimated results for the fourth quarter and fiscal year ended March 31, 2021 are preliminary, unaudited and subject to completion.
They reflect BARK management’s current views and may change as a result of BARK’s review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. Such preliminary
results are subject to the finalization and closing of BARK’s accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly or annual financial statements prepared in accordance with
GAAP. Northern Star and BARK caution you that these preliminary results are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. For more information regarding factors that could
cause actual results to differ from those described above, please see “Cautionary Statement Regarding Forward-Looking Statements” below. The preliminary estimated results have been prepared by, and are the responsibility of, BARK’s
management. BARK’s independent registered public accounting firm, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary estimated financial information. INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE 3
1. Business Overview 41. Business Overview 4
Contents What is the market opportunity? Dogs Dogs Dogs... What makes
BARK different? Our Strengths How does BARK capture the opportunity? The Strategy 5Contents What is the market opportunity? Dogs Dogs Dogs... What makes BARK different? Our Strengths How does BARK capture the opportunity? The Strategy 5
What is the market opportunity? 6What is the market opportunity?
6
The business of making dogs happy is a big opportunity: 1. According to
Euromonitor International, the size of the global pet care market surpassed $120 billion in 2019, with spending in the U.S. growing to more than $50 billion. 2. The pet industry is mostly dominated by a legacy market approach (CPG companies and
brick-and-mortar retailers). 3. While industries like transportation, health and entertainment have been transformed by online, consumer-centric companies (e.g., Uber, Peloton and Netflix), the pet market is in the early stages of innovation. 7The
business of making dogs happy is a big opportunity: 1. According to Euromonitor International, the size of the global pet care market surpassed $120 billion in 2019, with spending in the U.S. growing to more than $50 billion. 2. The pet industry is
mostly dominated by a legacy market approach (CPG companies and brick-and-mortar retailers). 3. While industries like transportation, health and entertainment have been transformed by online, consumer-centric companies (e.g., Uber, Peloton and
Netflix), the pet market is in the early stages of innovation. 7
The relationship with dogs is evolving in real time. 45% of households
20% prefer working “The human-animal reported increased alongside their pets over bond now, more happiness after spending their co-workers. more time with their pets than ever, plays an during quarantine. 73% are concerned about being away
from pets when integral role in 84% of respondents feel they go back to the office. people’s lives.” more attuned to their pet’s health. 47% are talking to their Molly McAllister, Chief Medical Officer at pets more. Banfield Pet
Hospital. 8 Source: Banfield Pet HospitalThe relationship with dogs is evolving in real time. 45% of households 20% prefer working “The human-animal reported increased alongside their pets over bond now, more happiness after spending their
co-workers. more time with their pets than ever, plays an during quarantine. 73% are concerned about being away from pets when integral role in 84% of respondents feel they go back to the office. people’s lives.” more attuned to their
pet’s health. 47% are talking to their Molly McAllister, Chief Medical Officer at pets more. Banfield Pet Hospital. 8 Source: Banfield Pet Hospital
The industry’s view of a dogs life is trite 9The industry’s
view of a dogs life is trite 9
This creates an enormous opportunity for a vertically-integrated,
dog-obsessed brand to capture the dog space. Enter BARK. 10This creates an enormous opportunity for a vertically-integrated, dog-obsessed brand to capture the dog space. Enter BARK. 10
BARK builds deep lifelong relationships with dogs and their owners. We
strive to understand their needs and provide ease, fun, zoomies, and a bit of magic to every healthy day. With a data-driven approach, we are tuned into what is important. This allows us to deliver on our mission to make all dogs happy. 11BARK
builds deep lifelong relationships with dogs and their owners. We strive to understand their needs and provide ease, fun, zoomies, and a bit of magic to every healthy day. With a data-driven approach, we are tuned into what is important. This allows
us to deliver on our mission to make all dogs happy. 11
What makes BARK different? 12What makes BARK different? 12
BARK is building lifelong relationships… Fun Food Home Health
13BARK is building lifelong relationships… Fun Food Home Health 13
…by being there every step of the way 14…by being there
every step of the way 14
We leverage relationships and data to drive personalization,
cross-sell, and product development BARK’s Key Strengths: 1. Deep customer relationships 2. Personalization at scale 3. Strong platform drives cross-sell 4. All products are designed, developed and branded BARK 5. Omni-channel distribution
15We leverage relationships and data to drive personalization, cross-sell, and product development BARK’s Key Strengths: 1. Deep customer relationships 2. Personalization at scale 3. Strong platform drives cross-sell 4. All products are
designed, developed and branded BARK 5. Omni-channel distribution 15
1. BARK Understands Dogs and Their People Resulting in Deep
Relationships Stacie Grissom Pimm Happy Team Lifestyle quizzes (via mobile | post) Advanced Basic Email Journey Additional toy preferences: Quiz: 14 Hilarious Would You Rather Dog Name Plush Number of Dogs Questions To Test Your Dog Obsession Dog
Gender Phone Number Crinkle Paper Quiz: Who’s In Charge – You Or Your Dog? Dog Birthday Status Spikey Ball Core Quiz: What’s Your Dog’s Primal Personality? Dog Age Fabric & Straps Referrer Quiz: Does Your Dog Love You Or
Your Dog Breed IG CRM Ropes Significant Other? Dog Size Promotion Multipart Quiz: What Kind of Dog Parent Are You? BarkBox or Super Chewer Nylon Pipeline Notes Quiz: What Is Your Dog’s Poo-sonality Type? Play style Budget Shreddable Hair Life
Stage Total Charge Toy within Toy Allergies to proteins Fabric Human First Name Allergies to grain Human Last Name Mixed Nylon 16 Delivery Cadence Solid Nylon Treat Dispensing Tug1. BARK Understands Dogs and Their People Resulting in Deep
Relationships Stacie Grissom Pimm Happy Team Lifestyle quizzes (via mobile | post) Advanced Basic Email Journey Additional toy preferences: Quiz: 14 Hilarious Would You Rather Dog Name Plush Number of Dogs Questions To Test Your Dog Obsession Dog
Gender Phone Number Crinkle Paper Quiz: Who’s In Charge – You Or Your Dog? Dog Birthday Status Spikey Ball Core Quiz: What’s Your Dog’s Primal Personality? Dog Age Fabric & Straps Referrer Quiz: Does Your Dog Love You Or
Your Dog Breed IG CRM Ropes Significant Other? Dog Size Promotion Multipart Quiz: What Kind of Dog Parent Are You? BarkBox or Super Chewer Nylon Pipeline Notes Quiz: What Is Your Dog’s Poo-sonality Type? Play style Budget Shreddable Hair Life
Stage Total Charge Toy within Toy Allergies to proteins Fabric Human First Name Allergies to grain Human Last Name Mixed Nylon 16 Delivery Cadence Solid Nylon Treat Dispensing Tug
2. BARK’s Customer Relationship and Resulting Insights Lead to
Personalization at Scale Allows for Leading to 1.8M 250K >200K annual Active Subscriptions monthly customer contacts monthly customized assortments Proprietary attributes collected: ● Dog Breed ● Dog Size ● Dog Age ●
Location ● Activities ● Play styles ● Toy preferences ● Allergies 172. BARK’s Customer Relationship and Resulting Insights Lead to Personalization at Scale Allows for Leading to 1.8M 250K >200K annual Active
Subscriptions monthly customer contacts monthly customized assortments Proprietary attributes collected: ● Dog Breed ● Dog Size ● Dog Age ● Location ● Activities ● Play styles ● Toy preferences ●
Allergies 17
3. BARK’s Strong Platform, Proprietary Customer Data, and
Customer Loyalty Generate Higher Upsells and Cross Sells Add-to-Box Revenue ➔ Growth lever ($ in 000s) 17,520 ➔ High margin ➔ On-site and in-app enhancements ➔ Driven by machine learning 2,363 ➔ Fueled by
innovative 1,608 1,230 and exclusive product offerings FY18 FY19 FY20 FY21 18 Note: Add-to-box revenue includes all purchases of Toys, Treats, and Home products made by subscribers, including both one-time and auto-renewing shipments.3. BARK’s
Strong Platform, Proprietary Customer Data, and Customer Loyalty Generate Higher Upsells and Cross Sells Add-to-Box Revenue ➔ Growth lever ($ in 000s) 17,520 ➔ High margin ➔ On-site and in-app enhancements ➔ Driven by
machine learning 2,363 ➔ Fueled by innovative 1,608 1,230 and exclusive product offerings FY18 FY19 FY20 FY21 18 Note: Add-to-box revenue includes all purchases of Toys, Treats, and Home products made by subscribers, including both one-time
and auto-renewing shipments.
4. BARK is Vertically Integrated; All Products Are Designed, Developed,
and Branded BARK Play Food Health Home 19 BARK branded products drive higher gross margins on our sales.4. BARK is Vertically Integrated; All Products Are Designed, Developed, and Branded BARK Play Food Health Home 19 BARK branded products drive
higher gross margins on our sales.
5. BARK’s Omni-channel Distribution Creates Selling Opportunities
and Drives Brand Awareness Bark’s digitally native brand Holistic omni-channel presence creates Collaboration with retail partners additional tailwinds creates new opportunities ✔ Deeply aligned with values that consumers care
about✔ Platform to drive brand awareness and ✔ Wealth of customer data allows for product discovery large-scale personalization✔ Focused on strong retail channels and partnerships through highly curate products 2012 2017 2018
2018 2021 & Beyond • Subscription • Urban Outfitters• Target • Bluestone Lane• Costco service founded • BARK Park shared • Glossier• Walmart.com • Self-curated experience •
Dunkin’ Donuts eCommerce store • Amazon • PetSmart launch • Subaru • PetCo 20 • Meijer • CVS5. BARK’s Omni-channel Distribution Creates Selling Opportunities and Drives Brand Awareness Bark’s
digitally native brand Holistic omni-channel presence creates Collaboration with retail partners additional tailwinds creates new opportunities ✔ Deeply aligned with values that consumers care about✔ Platform to drive brand awareness
and ✔ Wealth of customer data allows for product discovery large-scale personalization✔ Focused on strong retail channels and partnerships through highly curate products 2012 2017 2018 2018 2021 & Beyond • Subscription
• Urban Outfitters• Target • Bluestone Lane• Costco service founded • BARK Park shared • Glossier• Walmart.com • Self-curated experience • Dunkin’ Donuts eCommerce store • Amazon
• PetSmart launch • Subaru • PetCo 20 • Meijer • CVS
BARK’s Market Share Opportunity is Enormous $120b+ $516m revenue
in FY22E Global Market 1 Opportunity $50b+ U.S. Market 1 Opportunity 21 1 Euromonitor International. Displays annual spend for U.S. and Global pet care markets as of 2019.BARK’s Market Share Opportunity is Enormous $120b+ $516m revenue in
FY22E Global Market 1 Opportunity $50b+ U.S. Market 1 Opportunity 21 1 Euromonitor International. Displays annual spend for U.S. and Global pet care markets as of 2019.
How do we capture the opportunity? 22How do we capture the opportunity?
22
Strategic moves to capture The Dog Company opportunity 1 2 Expand food,
home and Continue to grow toy and health product services treat subscriptions 3 4 Enhance cross-selling Reach new dogs opportunities and their people 23Strategic moves to capture The Dog Company opportunity 1 2 Expand food, home and Continue to grow
toy and health product services treat subscriptions 3 4 Enhance cross-selling Reach new dogs opportunities and their people 23
1. Expand New Product Services ➔ Currently available via
➔ Currently available via ➔ Currently ready to ship to Amazon marketplaces and subscription, and at CVS, ~20 markets BarkShop.com PetCo, and PetSmart➔ Plans to ship nationwide ➔ Additional product ➔ Additional
product by end of calendar 2021 offerings in FY22 offerings in FY22 241. Expand New Product Services ➔ Currently available via ➔ Currently available via ➔ Currently ready to ship to Amazon marketplaces and subscription, and at
CVS, ~20 markets BarkShop.com PetCo, and PetSmart➔ Plans to ship nationwide ➔ Additional product ➔ Additional product by end of calendar 2021 offerings in FY22 offerings in FY22 24
2. Continue to Grow Toy & Treat Subscriptions Acquire new customers
through unique and innovative dog-centric products Develop customer Use learnings about relationship via customer needs and Happy Team contacts wants to personalize and strong platform product offerings Retain existing customers as a result of
strong relationship: 1 94.1% for FY21 and 1 25 94.6% in Q4 FY21 1 Note: Calculated as 1 - Average Monthly Subscription Churn2. Continue to Grow Toy & Treat Subscriptions Acquire new customers through unique and innovative dog-centric products
Develop customer Use learnings about relationship via customer needs and Happy Team contacts wants to personalize and strong platform product offerings Retain existing customers as a result of strong relationship: 1 94.1% for FY21 and 1 25 94.6% in
Q4 FY21 1 Note: Calculated as 1 - Average Monthly Subscription Churn
3. Enhance Multiple Cross-selling Opportunities ➔ Utilize
data-centric model to $29.25 $28.98 drive margin accretive cross- $28.34 $28.18 selling opportunities $27.77 ➔ Enhancements of add-to-box $26.39 $26.63 $26.32 (ATB) feature both on site and in app ➔ BARK Eats trial in Ohio with
existing customers showed positive response 1,812 1,801 1,971 2,034 2,368 2,675 3,113 3,463 Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Subscription Shipments (in 000s) Average Order Value 263. Enhance Multiple Cross-selling
Opportunities ➔ Utilize data-centric model to $29.25 $28.98 drive margin accretive cross- $28.34 $28.18 selling opportunities $27.77 ➔ Enhancements of add-to-box $26.39 $26.63 $26.32 (ATB) feature both on site and in app ➔ BARK
Eats trial in Ohio with existing customers showed positive response 1,812 1,801 1,971 2,034 2,368 2,675 3,113 3,463 Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Subscription Shipments (in 000s) Average Order Value 26
4. Reach New Dogs and Their People ➔ Serve dogs of all ages,
from puppies to seniors. ➔ Reach new human demographics, in more rural and suburban areas. ➔ Be everywhere people and their dogs shop; continue the expansion of retail distribution, online marketplaces, and brand partnerships. 274.
Reach New Dogs and Their People ➔ Serve dogs of all ages, from puppies to seniors. ➔ Reach new human demographics, in more rural and suburban areas. ➔ Be everywhere people and their dogs shop; continue the expansion of retail
distribution, online marketplaces, and brand partnerships. 27
Looking ahead Through our pending merger with Northern Star, BARK
expects to have the capital and resources necessary to accelerate our key strategic initiatives and further our position as the leading brand for dogs in the rapidly growing pet industry worldwide. 28Looking ahead Through our pending merger with
Northern Star, BARK expects to have the capital and resources necessary to accelerate our key strategic initiatives and further our position as the leading brand for dogs in the rapidly growing pet industry worldwide. 28
Transaction Timeline TUESDAY, FRIDAY, SHORTLY AFTER… MAY 11 MAY
28 Registration Statement Shareholder vote ... Our ticker will change declared effective by SEC from STIC to BARK on NYSE! The Registration Statement is Stockholders of record as of April Northern Star Acquisition Corp. available on BARK's investor
5, 2021 are eligible to vote at (NYSE: STIC) to complete merger website and is being mailed to annual meeting with Barkbox, Inc. The combined stockholders of record as of April company is expected to trade on 5, 2021 starting on or about May New
York Stock Exchange with 13, 2021 common stock and warrants trading under the new ticker symbols, BARK“ and BARK WS , respectively 29Transaction Timeline TUESDAY, FRIDAY, SHORTLY AFTER… MAY 11 MAY 28 Registration Statement Shareholder
vote ... Our ticker will change declared effective by SEC from STIC to BARK on NYSE! The Registration Statement is Stockholders of record as of April Northern Star Acquisition Corp. available on BARK's investor 5, 2021 are eligible to vote at (NYSE:
STIC) to complete merger website and is being mailed to annual meeting with Barkbox, Inc. The combined stockholders of record as of April company is expected to trade on 5, 2021 starting on or about May New York Stock Exchange with 13, 2021 common
stock and warrants trading under the new ticker symbols, BARK“ and BARK WS , respectively 29
3030
2. Financial Highlights 312. Financial Highlights 31
Q4 and FY 2021 Earnings Update (In thousands, unless otherwise stated)
1 1 Q4’2021 YoY Growth FY2021 YoY Growth Revenue $112,208 79.0% $378,604 68.8% Net Loss $(7,058) 71.1% $(31,391) 0.0% Net Loss Margin (6.3%) (8.3%) 2 Adj. EBITDA $182 121.7% $(7,854) 55.9% 3 Adj. EBITDA Margin 0.2% (2.1%) FY21 Revenue
outperformed guidance by 2.5%, delivering revenue of $378.6m vs. previously guided $369.2m FY21 Adj. EBITDA outperformed guidance by 6.3%, delivering loss of $7.9m ((2.1%) margin) vs. previously guided loss of $8.4m ((2.3%) margin) 1 2 3 Note:
Preliminary results. See Non-GAAP reconciliation included in the Appendix. Adjusted EBITDA Margin: Adjusted EBITDA Margin is calculated as Adjusted EBITDA for the period divided by Revenue for the 32 period.Q4 and FY 2021 Earnings Update (In
thousands, unless otherwise stated) 1 1 Q4’2021 YoY Growth FY2021 YoY Growth Revenue $112,208 79.0% $378,604 68.8% Net Loss $(7,058) 71.1% $(31,391) 0.0% Net Loss Margin (6.3%) (8.3%) 2 Adj. EBITDA $182 121.7% $(7,854) 55.9% 3 Adj. EBITDA
Margin 0.2% (2.1%) FY21 Revenue outperformed guidance by 2.5%, delivering revenue of $378.6m vs. previously guided $369.2m FY21 Adj. EBITDA outperformed guidance by 6.3%, delivering loss of $7.9m ((2.1%) margin) vs. previously guided loss of $8.4m
((2.3%) margin) 1 2 3 Note: Preliminary results. See Non-GAAP reconciliation included in the Appendix. Adjusted EBITDA Margin: Adjusted EBITDA Margin is calculated as Adjusted EBITDA for the period divided by Revenue for the 32 period.
Momentum Across Key Metrics (In thousands, except CAC metrics and
Average Order Value) 1 1 Q4’2021 YoY Growth FY2021 YoY Growth Subscription Shipments 3,463 70.3% 11,619 52.5% Average Monthly 5.40% - 5.90% - Subscription Churn Active Subscriptions 1,826 51.3% 1,826 51.3% New Subscriptions 264 72.5% 1,200
91.4% CAC 51.47 - 47.55 - 2 LTV : CAC 6.6x - 6.3x - Average Order Value $29.25 5.3% $28.74 7.2% 33 1 2 Note: Preliminary results. See definition and illustrative calculation in the Appendix. Momentum Across Key Metrics (In thousands, except CAC
metrics and Average Order Value) 1 1 Q4’2021 YoY Growth FY2021 YoY Growth Subscription Shipments 3,463 70.3% 11,619 52.5% Average Monthly 5.40% - 5.90% - Subscription Churn Active Subscriptions 1,826 51.3% 1,826 51.3% New Subscriptions 264
72.5% 1,200 91.4% CAC 51.47 - 47.55 - 2 LTV : CAC 6.6x - 6.3x - Average Order Value $29.25 5.3% $28.74 7.2% 33 1 2 Note: Preliminary results. See definition and illustrative calculation in the Appendix.
Accelerating growth and operating leverage (In millions) Net Revenue 1
Adjusted EBITDA $706 $706 $523 $516 $(8) $379 $379 $224 $(16) $224 $(17) $(18) $191 $191 $149 $149 $(26) $(31) FY2018A FY2019A FY2020A FY2021A FY2022E FY2023E FY FY2 20 01 18 8A A FY FY2 20 01 19 9A A FY FY2 20 02 20 0A A FY FY2 20 02 21 1A A FY FY2
20 02 22 2E E FY FY2 20 02 23 3E E Adj. EBITDA (11.6)% (13.5)% (7.9)% (2.1)% (5.9)% (2.3)% Margin Solid growth driven by strong brand, expansion of new products lines, efficient cross-selling and distribution channels 1 Note: Time periods shown are
as of the fiscal year ended in March. See Non-GAAP reconciliation included in the Appendix 34Accelerating growth and operating leverage (In millions) Net Revenue 1 Adjusted EBITDA $706 $706 $523 $516 $(8) $379 $379 $224 $(16) $224 $(17) $(18) $191
$191 $149 $149 $(26) $(31) FY2018A FY2019A FY2020A FY2021A FY2022E FY2023E FY FY2 20 01 18 8A A FY FY2 20 01 19 9A A FY FY2 20 02 20 0A A FY FY2 20 02 21 1A A FY FY2 20 02 22 2E E FY FY2 20 02 23 3E E Adj. EBITDA (11.6)% (13.5)% (7.9)% (2.1)% (5.9)%
(2.3)% Margin Solid growth driven by strong brand, expansion of new products lines, efficient cross-selling and distribution channels 1 Note: Time periods shown are as of the fiscal year ended in March. See Non-GAAP reconciliation included in the
Appendix 34
Looking forward to Q1’22 and FY22 Q1’22 FY22 1 Note:. See
Non-GAAP reconciliation included in the Appendix 35Looking forward to Q1’22 and FY22 Q1’22 FY22 1 Note:. See Non-GAAP reconciliation included in the Appendix 35
Pet Benchmarking CY2020A – CY2022E Revenue CAGR 39.2% 23.5% 33.9%
30.0% FV / CY2021E Revenue FV / CY2021E Gross Profit 16.6x Median: 10.5x Median: 33.2x 38.4x 28.0x 4.4x 12.2x 3.4x 3.2x 5.8x STIC CHWY FRPT TRUP STIC CHWY FRPT TRUP FV / CY2022E Revenue FV / CY2022E Gross Profit 12.6x Median: 8.1x Median: 25.0x
27.5x 22.5x 3.5x 9.8x 2.7x 2.5x 4.3x STIC CHWY FRPT TRUP STIC CHWY FRPT TRUP 36 Source: FactSet, Company Filings, and Management Forecasts. Market data as of May 14, 2021.Pet Benchmarking CY2020A – CY2022E Revenue CAGR 39.2% 23.5% 33.9% 30.0%
FV / CY2021E Revenue FV / CY2021E Gross Profit 16.6x Median: 10.5x Median: 33.2x 38.4x 28.0x 4.4x 12.2x 3.4x 3.2x 5.8x STIC CHWY FRPT TRUP STIC CHWY FRPT TRUP FV / CY2022E Revenue FV / CY2022E Gross Profit 12.6x Median: 8.1x Median: 25.0x 27.5x
22.5x 3.5x 9.8x 2.7x 2.5x 4.3x STIC CHWY FRPT TRUP STIC CHWY FRPT TRUP 36 Source: FactSet, Company Filings, and Management Forecasts. Market data as of May 14, 2021.
3. Appendix 373. Appendix 37
Key Performance Indicators Key Performance Indicator Definition
Subscription Shipments BARK defines Subscription Shipments as the total number of subscription product shipments shipped in a given period. Subscription Shipments does not include gift subscriptions or one-time subscription shipments. Average
Monthly Average Monthly Subscription Shipment Churn is calculated as the average number of subscription Subscription Shipment shipments that have been cancelled in the last three months, divided by the average monthly active Churn subscription
shipments in the last three months. The number of cancellations used to calculate Average Monthly Subscription Shipment Churn is net of the number of subscriptions reactivated during the last three months. New Subscriptions BARK defines New
Subscriptions as the number of unique subscriptions with their first shipment occurring in a period. Customer Acquisition Cost Customer Acquisition Cost (“CAC”) is a measure of the cost to acquire New Subscriptions in its Direct
(“CAC”) to Consumer business segment. CAC is a monthly measure defined as media spend in BARK’s Direct to Consumer business segment in the period indicated, divided by total New Subscriptions in such period. 38Key Performance
Indicators Key Performance Indicator Definition Subscription Shipments BARK defines Subscription Shipments as the total number of subscription product shipments shipped in a given period. Subscription Shipments does not include gift subscriptions or
one-time subscription shipments. Average Monthly Average Monthly Subscription Shipment Churn is calculated as the average number of subscription Subscription Shipment shipments that have been cancelled in the last three months, divided by the
average monthly active Churn subscription shipments in the last three months. The number of cancellations used to calculate Average Monthly Subscription Shipment Churn is net of the number of subscriptions reactivated during the last three months.
New Subscriptions BARK defines New Subscriptions as the number of unique subscriptions with their first shipment occurring in a period. Customer Acquisition Cost Customer Acquisition Cost (“CAC”) is a measure of the cost to acquire New
Subscriptions in its Direct (“CAC”) to Consumer business segment. CAC is a monthly measure defined as media spend in BARK’s Direct to Consumer business segment in the period indicated, divided by total New Subscriptions in such
period. 38
Key Performance Indicators Key Performance Indicator Definition Direct
to Consumer Direct to Consumer revenue consists of product sales through our monthly subscription boxes (Toys (“DTC”) Revenue and Treats Subscriptions, BARK Bright, and BARK Eats), as well as sales through our website, BarkShop.com
(“BarkShop”). Average Order Value Direct to Consumer Revenue divided by Subscription Shipments. (“AOV”) Average Life Time Average Life Time is calculated as 1 divided by Average Monthly Subscription Shipment Churn. Lifetime
Value (“LTV”) Lifetime Value (“LTV”) for a given period is calculated as Average Order Value multiplied by the Direct to Consumer gross margin percentage for the period, then multiplied again by Average Life Time for the
period. Commerce Revenue Commerce revenue consists of product sales to retailers and through marketplaces. BARK defines Active Subscriptions as the total number of unique product subscriptions with at least Active Subscriptions one shipment during
the last 12 months. Active Subscriptions does not include gift subscriptions or one-time subscription purchases. LTV : CAC A measure of the return on the cost to acquire New Subscriptions. Calculated as LTV divided by CAC. 39Key Performance
Indicators Key Performance Indicator Definition Direct to Consumer Direct to Consumer revenue consists of product sales through our monthly subscription boxes (Toys (“DTC”) Revenue and Treats Subscriptions, BARK Bright, and BARK Eats),
as well as sales through our website, BarkShop.com (“BarkShop”). Average Order Value Direct to Consumer Revenue divided by Subscription Shipments. (“AOV”) Average Life Time Average Life Time is calculated as 1 divided by
Average Monthly Subscription Shipment Churn. Lifetime Value (“LTV”) Lifetime Value (“LTV”) for a given period is calculated as Average Order Value multiplied by the Direct to Consumer gross margin percentage for the period,
then multiplied again by Average Life Time for the period. Commerce Revenue Commerce revenue consists of product sales to retailers and through marketplaces. BARK defines Active Subscriptions as the total number of unique product subscriptions with
at least Active Subscriptions one shipment during the last 12 months. Active Subscriptions does not include gift subscriptions or one-time subscription purchases. LTV : CAC A measure of the return on the cost to acquire New Subscriptions. Calculated
as LTV divided by CAC. 39
Strong Subscription Unit Economics 1 LTV:CAC Illustrative Example
Inputs Definition Calculation Result (Q4 FY21) Average Life Time 1 / Average Monthly Subscription Shipment Churn 1 / 5.4% 18.5 months Average Value Average Order Value x DTC Gross Margin % $29.25 x 62.5% $18.28 LTV Average Life Time x Average Value
18.5 x $18.28 $338.18 CAC DTC Media Spend / New Subscriptions $13.6M / 264k $51.47 LTV : CAC LTV / CAC $338.18 / $51.47 6.6x 1 Life Time Value (“LTV”) to CAC (“LTV:CAC”) is a measure of the return on the cost to acquire New
Subscriptions. This unit economics metric indicates efficiency in acquiring each New Subscription on average. The average life time of a subscription is calculated as the inverse of the Average Monthly Subscription Shipment Churn. LTV is calculated
as the Average Life Time times the Average Value for the period. LTV:CAC is LTV divided by CAC. 40Strong Subscription Unit Economics 1 LTV:CAC Illustrative Example Inputs Definition Calculation Result (Q4 FY21) Average Life Time 1 / Average Monthly
Subscription Shipment Churn 1 / 5.4% 18.5 months Average Value Average Order Value x DTC Gross Margin % $29.25 x 62.5% $18.28 LTV Average Life Time x Average Value 18.5 x $18.28 $338.18 CAC DTC Media Spend / New Subscriptions $13.6M / 264k $51.47
LTV : CAC LTV / CAC $338.18 / $51.47 6.6x 1 Life Time Value (“LTV”) to CAC (“LTV:CAC”) is a measure of the return on the cost to acquire New Subscriptions. This unit economics metric indicates efficiency in acquiring each New
Subscription on average. The average life time of a subscription is calculated as the inverse of the Average Monthly Subscription Shipment Churn. LTV is calculated as the Average Life Time times the Average Value for the period. LTV:CAC is LTV
divided by CAC. 40
Modeling Methodology for BARK’s Direct to Consumer Revenue KPI
Driven Modeling Methodology: Calculation Q3 FY21 Q4 FY21 Subscription Shipments last Quarter (in 000s) A 2 ,675 3 ,113 100% - Average Monthly Subscription Shipment Churn this Quarter B 93.5% 94.6% Subscription Shipments this Quarter from existing
subscriptions (in 000s) A x B = C 2 ,501 2,945 New Subscriptions this Quarter (in 000s) D 381 264 (1) Subscription Shipments per New Subscription E 1.6 2 .0 (1) Subscription Shipments this Quarter from New Subscriptions (in 000s) D x E = F 612 518
Subscription Shipments this Quarter (in 000s) C + F = G 3,113 3,463 Average Order Value H $28.98 $29.25 Direct to Consumer Revenue (in 000s) G x H = I $90,202 $101,300 1 For Q3 FY21 and Q4 FY21, we back into “Subscription Shipments this
quarter from New Subscriptions”, and the “Subscription Shipments per New Subscription.” The number of Subscription Shipments per New Subscription ranges between 1 - 3 in any given quarter based on the distribution and timing of New
Subscription acquisition throughout the quarter. 41Modeling Methodology for BARK’s Direct to Consumer Revenue KPI Driven Modeling Methodology: Calculation Q3 FY21 Q4 FY21 Subscription Shipments last Quarter (in 000s) A 2 ,675 3 ,113 100% -
Average Monthly Subscription Shipment Churn this Quarter B 93.5% 94.6% Subscription Shipments this Quarter from existing subscriptions (in 000s) A x B = C 2 ,501 2,945 New Subscriptions this Quarter (in 000s) D 381 264 (1) Subscription Shipments per
New Subscription E 1.6 2 .0 (1) Subscription Shipments this Quarter from New Subscriptions (in 000s) D x E = F 612 518 Subscription Shipments this Quarter (in 000s) C + F = G 3,113 3,463 Average Order Value H $28.98 $29.25 Direct to Consumer Revenue
(in 000s) G x H = I $90,202 $101,300 1 For Q3 FY21 and Q4 FY21, we back into “Subscription Shipments this quarter from New Subscriptions”, and the “Subscription Shipments per New Subscription.” The number of Subscription
Shipments per New Subscription ranges between 1 - 3 in any given quarter based on the distribution and timing of New Subscription acquisition throughout the quarter. 41
Summary P&L (In thousands) FY18A FY19A FY20A FY21A FY22E FY23E Net
Revenue $148,805 $191,441 $224,335 $378,604 $515,757 $706,044 YOY growth 54.9% 28.7% 17.2% 68.8% 36.2% 36.9% COGS 65,127 84,326 88,921 152,664 214,332 292,906 Gross Profit 83,678 107,115 135,414 225,940 301,424 413,138 Gross Margin % 56.2% 56.0%
60.4% 59.7% 58.4% 58.5% SG&A 70,094 104,146 115,893 179,510 236,843 303,915 Marketing 33,768 37,664 46,147 67,029 101,989 134,919 Operating Income (20,183) (34,695) (26,626) (20,599) (37,408) (25,695) Operating Income % (13.6%) (18.1%) (11.9%)
(5.4%) (7.3%) (3.6%) Interest & Other (942) (2,387) (4,742) (10,792) (4,025) (4,025) Net Income (21,126) (37,082) (31,367) (31,391) (41,432) (29,720) Add Backs 3,854 11,132 13,562 23,537 10,894 13,315 1 Adjusted EBITDA (17,271) (25,950) (17,806)
(7,854) (30,538) (16,405) EBITDA margin % (11.6%) (13.6%) (7.9%) (2.1%) (5.9%) (2.3%) 42 1 Refer to appendix for Adjusted EBITDA reconciliation.Summary P&L (In thousands) FY18A FY19A FY20A FY21A FY22E FY23E Net Revenue $148,805 $191,441 $224,335
$378,604 $515,757 $706,044 YOY growth 54.9% 28.7% 17.2% 68.8% 36.2% 36.9% COGS 65,127 84,326 88,921 152,664 214,332 292,906 Gross Profit 83,678 107,115 135,414 225,940 301,424 413,138 Gross Margin % 56.2% 56.0% 60.4% 59.7% 58.4% 58.5% SG&A
70,094 104,146 115,893 179,510 236,843 303,915 Marketing 33,768 37,664 46,147 67,029 101,989 134,919 Operating Income (20,183) (34,695) (26,626) (20,599) (37,408) (25,695) Operating Income % (13.6%) (18.1%) (11.9%) (5.4%) (7.3%) (3.6%) Interest
& Other (942) (2,387) (4,742) (10,792) (4,025) (4,025) Net Income (21,126) (37,082) (31,367) (31,391) (41,432) (29,720) Add Backs 3,854 11,132 13,562 23,537 10,894 13,315 1 Adjusted EBITDA (17,271) (25,950) (17,806) (7,854) (30,538) (16,405)
EBITDA margin % (11.6%) (13.6%) (7.9%) (2.1%) (5.9%) (2.3%) 42 1 Refer to appendix for Adjusted EBITDA reconciliation.
Revenue Breakdown (In thousands) Fiscal Year Ended: March 31, 2021
March 31, 2020 Direct to Consumer Revenue $333,970 $204,151 Cost of Revenue 128,044 79,171 Gross Profit 205,926 124,960 Commerce Revenue 44,634 20,184 Cost of Revenue 24,620 9,730 Gross Profit 20,014 10,454 Consolidated Revenue 378,604 224,335 Cost
of Revenue 152,664 88,921 Gross Profit 225,940 135,414 43Revenue Breakdown (In thousands) Fiscal Year Ended: March 31, 2021 March 31, 2020 Direct to Consumer Revenue $333,970 $204,151 Cost of Revenue 128,044 79,171 Gross Profit 205,926 124,960
Commerce Revenue 44,634 20,184 Cost of Revenue 24,620 9,730 Gross Profit 20,014 10,454 Consolidated Revenue 378,604 224,335 Cost of Revenue 152,664 88,921 Gross Profit 225,940 135,414 43
Reconciliation of Adjusted EBITDA (In thousands, except for Adjusted
EBITDA margin) Fiscal Year Ended: March 31, 2021 March 31, 2020 Net loss $(31,391) $(31,367) Interest expense 10,923 5,421 Depreciation and amortization expense 2,405 1,397 Stock compensation expense 6,522 1,817 Change in fair value of warrants and
derivatives 931 $(96) Sales and use tax expense 1,211 5,023 Transaction costs 1,545 -- Adjusted EBITDA $(7,854) $(17,806) Net loss margin (8.29)% (13.98)% Adjusted EBITDA margin (2.07)% (7.94)% 44Reconciliation of Adjusted EBITDA (In thousands,
except for Adjusted EBITDA margin) Fiscal Year Ended: March 31, 2021 March 31, 2020 Net loss $(31,391) $(31,367) Interest expense 10,923 5,421 Depreciation and amortization expense 2,405 1,397 Stock compensation expense 6,522 1,817 Change in fair
value of warrants and derivatives 931 $(96) Sales and use tax expense 1,211 5,023 Transaction costs 1,545 -- Adjusted EBITDA $(7,854) $(17,806) Net loss margin (8.29)% (13.98)% Adjusted EBITDA margin (2.07)% (7.94)% 44
Thanks! 45Thanks! 45
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