SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation —The accompanying unaudited condensed consolidated financial statements have been presented in U.S. dollars and prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022 (the “Form 10-K”). In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. Certain monetary amounts, percentages, and other figures included elsewhere in these condensed consolidated financial statements and accompanying notes have been subject to rounding adjustments. As such, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Principles of Consolidation —The condensed consolidated financial statements include the accounts of Allbirds, Inc. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Coronavirus (“COVID-19”) Pandemic In December 2019, a novel strain of coronavirus (“COVID-19”) was reported, and during 2020 and 2021 expanded into a worldwide pandemic, leading to significant business and supply chain disruptions. During the three and nine months ended September 30, 2022, aspects of our business continued to be affected by COVID-19. During these periods, the vast majority of our retail stores around the world remained open. To date, we have not permanently closed any of our retail stores due to COVID-19. Our distribution centers and retail stores continue to operate with restrictive and precautionary measures in place, subject to national, state, and local rules and regulations. At times, our suppliers and logistical service providers have experienced disruptions that have affected our operations worldwide. Similar impacts or other disruptions could occur in the future. Given the uncertainty regarding the length, severity, and ability to combat the COVID-19 pandemic, we cannot reasonably estimate the future impact on our results of operations, cash flows, or financial condition. Segments —Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. Our CODMs are the co-Chief Executive Officers. We operate in one operating segment and one reportable segment, as the CODMs review financial information presented on an aggregate basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accounts Receivable —Accounts receivable results from sales to customers, including credit card deposits in transit at the balance sheet date, the majority of which are settled within two three During the fourth quarter of 2021, we made an accounting policy change to present customer accounts receivables that are not credit card receivables, within the accounts receivable line on the condensed consolidated balance sheet to align with management’s reporting. These types of receivables were historically immaterial and are included in prepaid and other current assets within the condensed consolidated financial statements and accompanying footnotes for periods presented prior to the fourth quarter of 2021. Inventory —Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using the weighted-average cost method and include product costs from our suppliers, freight, import duties and other landing costs. We periodically review inventory and make provisions as necessary to appropriately value end of life, slow-moving, damaged, and excess inventory. To determine if the value of inventory requires a write-down, we estimate the net realizable value of inventory by considering current and anticipated demand, customer preferences and buying trends, and the age of the merchandise. Inventory write-downs are recognized in cost of revenue in the condensed consolidated statements of operations and comprehensive loss. In addition to this ongoing provision process, during the three months ended June 30, 2022 we recorded a specific reserve to write-down approximately $9.8 million of inventory, primarily related to certain first-generation apparel products as a result of a change in apparel strategy, demand for these products, and age of merchandise. During three months ended September 30, 2022, we made adjustments to the specific reserve. The reserve was reduced for inventory liquidated during the quarter by $3.8 million. The reserve was increased by $1.0 million to reflect management’s current estimate of net realizable value for certain products based on forecasted demand and market conditions, for a specific ending reserve of $6.9 million. Revenue Recognition —Our primary source of revenue is from sales of shoes and apparel products. We recognize revenue when control passes to the customer. This occurs at the time products are shipped to customers for orders placed online, and at the point of sale for retail sales in the store, which is when our performance obligation is satisfied. For the three and nine months ended September 30, 2022, we recognized $1.0 million and $3.1 million, respectively, of revenue that was deferred as of December 31, 2021, and for the three and nine months ended September 30, 2021, we recognized $0.8 million and $2.4 million, respectively, of revenue that was deferred as of December 31, 2020. As of September 30, 2022 and December 31, 2021, we had $0.3 million and $0.7 million, respectively, in cash collections of purchases via our digital channel which had not yet shipped, and $3.1 million and $3.5 million, respectively, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. The deferred revenue balance of $3.4 million at September 30, 2022 is expected to be recognized over the next 12 months. We record a reserve for estimated product returns, based upon historical return trends, in each reporting period as an offsetting decrease of net revenue, with an increase to our sales-refund reserve in accrued expenses. We have also recorded a related inventory returns receivable in prepaid expenses and other current assets, with an offsetting decrease to cost of revenue, as of September 30, 2022 and December 31, 2021 in the condensed consolidated balance sheets. The following table disaggregates our net revenue by geographic area, where no individual foreign country contributed in excess of 10% of net revenue for the three and nine months ended September 30, 2022 and 2021. We recognized the following net revenue by geographic area based on the primary shipping address of the customer where the sale was made in our digital channel, and based on the physical store location where the sale was made at a retail store: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 United States $ 56,083 $ 47,749 $ 164,229 $ 132,854 International 16,568 14,962 49,359 47,399 Total net revenue $ 72,651 $ 62,711 $ 213,588 $ 180,253 Restricted Cash —Restricted cash serves as collateral for a bond with the United States Customs and Border Protection (“CBP”), which allows us to take possession of our inventory before all formalities with the CBP are completed for imported products. As of September 30, 2022 and December 31, 2021, we had $0.6 million and $0.0 million of restricted cash, respectively. Foreign Currency Translation and Transactions —The functional currency for each subsidiary included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency of that country. Adjustments resulting from translating foreign functional currency financial statements of our global subsidiaries into U.S. dollars are included in the foreign currency translation adjustment in other comprehensive loss, which is a component of accumulated other comprehensive income or loss included in stockholders' equity. The remeasurement of our global subsidiaries’ assets and liabilities, which are denominated in a foreign currency, are recorded in other income (expense), within the condensed consolidated statements of operations and comprehensive loss. Fair Value Measurements —Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets Level 2 —Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3 —Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We record cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses at cost. The carrying values of these instruments approximate their fair value due to their short‐term maturities. We hold certain assets and liabilities that are required to be measured at fair value on both a recurring and non-recurring basis, which are outlined in Note 8, Fair Value Measurements . Exit Activities —In the third quarter of 2022, we announced plans to streamline workflows and lower operating costs. As part of this effort, we reduced our global corporate workforce by terminating 23 individuals, representing approximately 8% of our global corporate workforce, resulting in severance and employee-related termination costs, including stock-based compensation, recognized during the third quarter of 2022 within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. We expect to complete remaining reductions by the end of 2022, and we expect the expense associated with these terminations to be immaterial. In addition, we ceased the use of one of our corporate office leases in the United States and recognized immaterial cease use charges within selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss. We plan to move out of an additional corporate office lease in the United States in the fourth quarter of 2022, and until the cease use date is known, the timing and fair value of expenses incurred as a result of the cease use cannot be reasonably estimated. The following table presents a roll-forward of our severance and employee-related termination costs, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheets: (in thousands) Severance and employee-related termination costs Balance as of June 30, 2022 $ — Charges 665 Cash Payments (496) Balance as of September 30, 2022 $ 169 Emerging Growth Company —As an “emerging growth company,” the Jumpstart Our Business Startups Act, or JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. For certain pronouncements, we have elected to use the adoption dates applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued Accounting Standards Update 2020-10, Codification Improvements , which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. We adopted this update as of January 1, 2022, and noted no effect on the condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires recognition of lease assets and lease liabilities in the balance sheet by the lessees for lease contracts with a lease term of more than 12 months. ASU 2016-02 can be applied on a modified retrospective basis, in which entities can present all prior periods under previous lease accounting guidance while recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption. In June 2020, the FASB issued Accounting Standards Update 2020-05, Effective Dates for Certain Entities, which deferred the effective date for nonpublic entities, including emerging growth companies, that had not yet adopted ASU 2016-02. Under the amended guidance, the leasing standard will be effective for our fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We intend to adopt the standards and related disclosures for our fiscal year ending December 31, 2022, and interim periods within our fiscal year ending December 31, 2023. Based on our lease portfolio as of January 1, 2022, we preliminarily estimate the impact of adoption of ASU 2016-02 to increase our total assets in the range of $65 million to $80 million and our total liabilities in the range of $75 million to $90 million. We do not expect a material impact on our consolidated statements of operations and comprehensive loss. As we continue to finalize the implementation of new processes and the assessment of the impact of this adoption on our consolidated financial statements, the preliminary estimated impacts disclosed can change and the final impact will be known once the adoption is completed during the fourth quarter of 2022. In June 2016, the FASB issued Accounting Standards Update 2016-13, Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade and account receivables, which may result in the earlier recognition of allowance for losses. In November 2019, the FASB issued Accounting Standards Update 2019-10, which deferred the effective date for nonpublic entities, including emerging growth companies, that had not yet adopted ASU 2016-13. Under the amended guidance, the standard will be effective for our fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2016-13 is not expected to have a material impact on our condensed consolidated financial statements and related disclosures. |