SEC Comment Letter 0000000000-23-000954 to Smartbird, Inc. (BIRD)
Smartbird, Inc.
Date: Jan. 30, 2023 · CIK: 0001653909 · Accession: 0000000000-23-000954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40963
Referenced dates: January 3, 2023
Letter
United States securities and exchange commission logo January 30, 2023 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 Response dated January 3, 2023 File No. 001-40963 Dear Michael Bufano: We have reviewed your January 3, 2023, response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our December 20, 2022, letter. Response letter dated January 3, 2023 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 from your response to our prior comment, that you believe excluding the costs and revenue related to inventory write-downs and liquidation of end-of-life inventory from the non-GAAP performance measure is appropriate because it was non-recurring and part of your simplification initiatives. However, we continue to believe that the adjustments are not consistent with the guidance in Question 100.01 of the Staff's C&DI on Non-GAAP Financial Measures. Although the inventory liquidation was related to exiting a product line, it did not qualify for discontinued operations and we believe these
FirstName LastNameMichael Bufano Comapany NameAllbirds, Inc. January 30, 2023 Page 2 FirstName LastName Michael Bufano Allbirds, Inc. January 30, 2023 Page 2 types of inventory write-offs are normal charges incurred by businesses. Please revise to remove these adjustments from your non-GAAP financial measures in future filings. 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
January 30, 2023
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
Response dated January 3, 2023
File No. 001-40963
Dear Michael Bufano:
We have reviewed your January 3, 2023, response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our
December 20, 2022, letter.
Response letter dated January 3, 2023
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 from your response to our prior comment, that you believe excluding the costs
and revenue related to inventory write-downs and liquidation of end-of-life inventory
from the non-GAAP performance measure is appropriate because it was non-recurring and
part of your simplification initiatives. However, we continue to believe that the
adjustments are not consistent with the guidance in Question 100.01 of the Staff's C&DI
on Non-GAAP Financial Measures. Although the inventory liquidation was related to
exiting a product line, it did not qualify for discontinued operations and we believe these
FirstName LastNameMichael Bufano
Comapany NameAllbirds, Inc.
January 30, 2023 Page 2
FirstName LastName
Michael Bufano
Allbirds, Inc.
January 30, 2023
Page 2
types of inventory write-offs are normal charges incurred by businesses. Please revise to
remove these adjustments from your non-GAAP financial measures in future filings.
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