SEC Comment Letter 0000000000-22-013738 to Smartbird, Inc. (BIRD)
Smartbird, Inc.
Date: Dec. 20, 2022 · CIK: 0001653909 · Accession: 0000000000-22-013738
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40963
Letter
United States securities and exchange commission logo December 20, 2022 Michael Bufano Chief Financial Officer Allbirds, Inc. 730 Montgomery Street San Francisco , CA 94111 Re:Allbirds, Inc. Form 10-K for the Fiscal Year Ended December, 31, 2021 Form 10-Q for the Quarter Ended September 30, 2022 File No. 001-40963 Dear Michael Bufano: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to our comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to our comment, we may have additional comments. Form 10-Q for the Quarter Ended September 30, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 36 1.We note that you disclose several Non-GAAP performance measures such as adjusted gross profit, adjusted gross margin, adjusted net loss and Adjusted EBITDA, which exclude the costs related to inventory write-downs and liquidation of end of life inventory. As inventory provisions and write-offs are cost of sales items, and are typically recurring costs that are based on a variety of factors, tell us how you considered the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation and why you believe excluding these expenses from Non-GAAP performance measures is appropriate. Your disclosures in your earnings release on Form 8-K should be similarly addressed. In closing, we remind you that the company and its management are responsible for the
FirstName LastNameMichael Bufano Comapany NameAllbirds, Inc. December 20, 2022 Page 2 FirstName LastName Michael Bufano Allbirds, Inc. December 20, 2022 Page 2 accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Charles Eastman at (202) 551-3794 or Claire Erlanger at (202) 551- 3301 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
December 20, 2022
Michael Bufano
Chief Financial Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco , CA 94111
Re:Allbirds, Inc.
Form 10-K for the Fiscal Year Ended December, 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
File No. 001-40963
Dear Michael Bufano:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to our comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to our comment, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 36
1.We note that you disclose several Non-GAAP performance measures such as adjusted
gross profit, adjusted gross margin, adjusted net loss and Adjusted EBITDA, which
exclude the costs related to inventory write-downs and liquidation of end of life
inventory. As inventory provisions and write-offs are cost of sales items, and are typically
recurring costs that are based on a variety of factors, tell us how you considered the
guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretation and why you believe excluding these expenses from Non-GAAP
performance measures is appropriate. Your disclosures in your earnings release on Form
8-K should be similarly addressed.
In closing, we remind you that the company and its management are responsible for the
FirstName LastNameMichael Bufano
Comapany NameAllbirds, Inc.
December 20, 2022 Page 2
FirstName LastName
Michael Bufano
Allbirds, Inc.
December 20, 2022
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Charles Eastman at (202) 551-3794 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing