SEC Filing | Allbirds, Inc.

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bird-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40963

Allbirds, Inc.

(Exact name of registrant as specified in its charter)


Delaware						47-3999983
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

730 Montgomery Street

San Francisco, CA 94111

(628) 225-4848

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

BIRD

The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 1, 2022, the number of shares of the registrant’s Class A common stock outstanding was 96,215,382 and the number of shares of the registrant’s Class B common stock outstanding was 53,137,729.

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		Page
Special Note Regarding Forward-Looking Statements		i
Risk Factors Summary		iv
Part I—Financial Information		1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
Part II—Other Information		44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87
Item 3.	Defaults Upon Senior Securities	88
Item 4.	Mine Safety Disclosures	88
Item 5.	Other Information	88
Item 6.	Exhibits	89
Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements involve substantial risk and uncertainties. All statements other than statements of historical facts contained in this quarterly report, including statements regarding our future results of operations, financial condition, business strategy and plans, and objectives of management for future operations, such as statements regarding the benefits and timing of the roll-out of new technology, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our net revenue, expenses, gross profit, gross margin, adjusted EBITDA and other non-GAAP financial measures, payback period, and other results of operations;

•our ability to acquire new customers and successfully retain existing customers;

•our ability to gauge and adapt to fashion trends and changing consumer preferences in products, sustainability, price-points, and in-store and digital shopping experiences;

•our ability to achieve the intended benefits of our simplification initiatives announced in August 2022;

•our ability to achieve or sustain profitability;

•the impact of economic and market conditions in the United States and in other countries where we do business, including inflation and resulting changes to customer purchasing behavior, unemployment and bankruptcy rates, as well as any fiscal stimulus, or the cessation of any fiscal stimulus and the resulting impact on consumer spending;

•the impact of political conditions, such as Russia’s invasion of Ukraine;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•our ability to effectively develop and launch new, innovative, and updated products;

•our ability to effectively manage our inventory and supply chain, including with respect to environmental, social, and governance, or ESG, matters;

•our ability to effectively increase the number of and management of our physical retail locations;

•our ability to successfully implement and expand our retail partnerships;

•the costs and success of our sales and marketing efforts, and our ability to promote our brand;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our ability to achieve the sustainability targets and goals that we have announced;

•our commitments to meeting certain threshold ESG criteria and reporting ESG practices in connection with the Sustainability Principles and Objectives Framework, or the SPO Framework, as well as aligning our ESG reporting with the Sustainability Accounting Standards Board and Task Force on Climate-Related Financial Disclosure frameworks;

•our expectations regarding our ESG initiatives;

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•our ability to effectively manage our growth, including any international expansion;

•our ability to protect our intellectual property rights and any costs associated therewith;

•our dependence on key suppliers and manufacturers;

•the effects of the COVID-19 pandemic or other public health crises, as well as governmental authorities’ responses to such pandemics or crises;

•our focus on a specific public benefit purpose and potential resulting negative effects on our financial performance;

•our ability to compete effectively with existing competitors and new market entrants; and

•our total addressable market and the growth rates of the markets in which we compete.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks and uncertainties, including the factors described in “Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements contained in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in or expressed by, and you should not place undue reliance on, our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Additional Information

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Allbirds” refer to Allbirds, Inc. and its subsidiaries. The Allbirds design logo, “Allbirds,” and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q are the property of Allbirds, Inc. Other trade names, trademarks, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, we have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Quarterly Report on Form 10-Q.

We announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, our website (allbirds.com), the investor relations section of our website (ir.allbirds.com), our Instagram account (@allbirds), our Twitter account (@allbirds), our LinkedIn account (linkedin.com/company/allbirds), our Facebook page (@weareallbirds) and our blog on Medium

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(allbirdsblog.medium.com). We use these channels to communicate with investors and the public about our company, our products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information.

iii

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RISK FACTORS SUMMARY

Investing in our Class A common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as more fully described in “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects:

•Economic uncertainty in our key markets may affect consumer purchases of discretionary items, which has affected and may continue to adversely affect demand for our products.

•The COVID-19 pandemic has had, and may in the future continue to have, a material adverse impact on our business.

•If we are unable to maintain and enhance the value and reputation of our brand and/or counter any negative publicity, we may be unable to sell our products, which would harm our business and could materially adversely affect our financial condition and results of operations.

•We have incurred significant net losses since inception and anticipate that we will continue to incur losses for the foreseeable future.

•We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenue and profitability.

•Our focus on using sustainable materials and environmentally friendly manufacturing processes and supply chain practices may increase our cost of revenue and hinder our growth.

•Climate change and increased focus by governments, organizations, customers, and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, and financial results.

•If we are unable to anticipate product trends and consumer preferences, or we fail in our technical and materials innovation to successfully develop and introduce new high-quality products, we may not be able to maintain or increase our revenue and profits.

•We utilize a range of marketing, advertising, and other initiatives to increase existing customers’ spend and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.

•As a company that operates retail stores, we are subject to various risks, including commercial real estate and labor and employment risks; additionally, we may be unable to successfully open new store locations in existing or new geographies in a timely manner, if at all, or successfully implement and expand our retail partnerships, which could harm our results of operations.

•Our business depends on our ability to maintain a strong community of engaged customers and Allgood Collective Ambassadors, including through the use of social media. We may be unable to maintain and enhance our brand if we experience negative publicity related to our marketing efforts or use of social media, we fail to maintain and grow our community of Allgood Collective Ambassadors, or otherwise fail to meet our customers’ expectations.

•We are subject to risks related to our ESG activities and disclosures, and our reputation and brand could be harmed if we fail to meet our public sustainability targets and goals.

•We are subject to risks related to our commitment to certain ESG criteria, which we call the SPO Framework.

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•We have a limited operating history, which makes it difficult to predict our future results of operations, particularly in newer geographies.

•Our reliance on suppliers and manufacturers to provide materials for and to produce our products could cause problems in our supply chain.

•Failure of our contractors or our licensees’ contractors to comply with our supplier code of conduct, contractual obligations, local laws, and other standards could harm our business.

•The fluctuating cost of raw materials could increase our cost of revenue and cause our results of operations and financial condition to suffer.

•We may fail to protect our intellectual property rights, our trademark and other proprietary rights may conflict with the rights of others, and we may not be able to acquire, use, or maintain our marks and domain names, any of which could harm our brand, business, financial condition, and results of operations.

•If the technology-based systems that give our customers the ability to shop with us online do not function effectively, or we fail to comply with government regulations relating to the internet and eCommerce, our results of operations, as well as our ability to grow our digital business globally, could be materially adversely affected.

•Our international operations expose us to various risks from foreign currency exchange rate fluctuations, tariffs or global trade wars, trade restrictions, and changing tax laws in the United States and elsewhere, among others.

•We are subject to several unique risks as a result of our status as a Delaware public benefit corporation, or PBC, and certified B Corporation, or B Corp, including that our board of directors’ duty to balance various interests and our public benefit purpose may result in actions that do not maximize stockholder value.

•The dual class structure of our common stock has the effect of concentrating voting control with our co-founders and co-Chief Executive Officers, Timothy Brown and Joseph Zwillinger, our other executive officers and directors, our principal stockholders, and their respective affiliates, which limits or precludes the ability of our other stockholders to influence corporate matters, including the election of directors and the approval of any change of control transaction.

If we are unable to adequately address these and other risks we face, our business may be harmed.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ALLBIRDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	180,727	$	288,576
Accounts receivable	9,122		10,978
Inventory	126,470		106,876
Prepaid expenses and other current assets	34,953		37,938
Total current assets	351,272		444,368

Property and equipment—net	52,211		37,955
Other assets	10,085		6,106
Total assets	$	413,568	$	488,429

Liabilities and stockholders’ equity

Current liabilities:
Accounts payable	$	17,771	$	30,726
Accrued expenses and other current liabilities	42,348		46,243
Deferred revenue	3,398		4,187
Total current liabilities	63,517		81,156

Noncurrent liabilities:
Other long-term liabilities	17,676		10,269
Total noncurrent liabilities	17,676		10,269
Total liabilities	$	81,193	$	91,425

Commitments and contingencies (Note 15)

Stockholders’ equity:
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized as of September 30, 2022 and December 31, 2021; zero shares issued and outstanding as of September 30, 2022 and December 31, 2021	—		—
Class A Common Stock, $0.0001 par value; 2,000,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 96,217,296 and 49,016,511 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	10		5
Class B Common Stock, $0.0001 par value; 200,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 53,137,729 and 98,036,009 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	5		10
Additional paid-in capital	553,333		533,709
Accumulated other comprehensive (loss) income	(7,097)		666
Accumulated deficit	(213,876)		(137,386)
Total stockholders’ equity	332,375		397,004

Total liabilities and stockholders’ equity	$	413,568	$	488,429

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share amounts) (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net revenue	$	72,651	$	62,711	$	213,588	$	180,253
Cost of revenue	40,120		28,776		120,263		82,370
Gross profit	32,531		33,935		93,325		97,883
Operating expense:
Selling, general, and administrative expense	45,391		33,017		125,853		85,549
Marketing expense	12,654		12,794		42,294		38,808
Total operating expense	58,045		45,811		168,147		124,356
Loss from operations	(25,514)		(11,876)		(74,822)		(26,473)
Interest expense	(35)		(53)		(107)		(141)
Other income (expense)	155		(2,039)		393		(8,019)
Loss before provision for income taxes	(25,394)		(13,968)		(74,536)		(34,632)
Income tax benefit (provision)	153		167		(1,953)		(298)
Net loss	$	(25,241)	$	(13,802)	$	(76,489)	$	(34,930)
Other comprehensive loss:
Foreign currency translation loss	(3,690)		(699)		(7,763)		(1,029)
Total comprehensive loss	$	(28,931)	$	(14,500)	$	(84,252)	$	(35,959)

Per share data:
Net loss per share attributable to common stockholders, basic and diluted	$	(0.17)	$	(0.25)	$	(0.52)	$	(0.64)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	149,267,269		55,590,320		148,481,459		54,631,455

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share amounts) (unaudited)


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Deficit		Convertible Preferred Stock
	Shares	Amount		Shares	Amount										Shares	Amount
BALANCE - June 30, 2021	—	$	—	54,894,072	$	5	$	70,588	$	1,626	$	(113,144)	$	(40,925)	70,990,919	$	204,049
Exercise of stock options	—	—		1,587,852	—		2,610		—		—		2,610		—	—
Exercise of common stock warrants	—	—		30,683	—		39		—		—		39		—	—
Vesting of common stock warrants	—	—		—	—		793		—		—		793		—	—
Stock-based compensation	—	—		—	—		2,627		—		—		2,627		—	—
Comprehensive loss	—	—		—	—		—		(699)		—		(699)		—	—
Net loss	—	—		—	—		—		—		(13,802)		(13,802)		—	—
BALANCE - September 30, 2021	—	$	—	56,512,607	$	5	$	76,657	$	927	$	(126,946)	$	(49,357)	70,990,919	$	204,049


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity		Convertible Preferred Stock
	Shares	Amount		Shares	Amount										Shares	Amount
BALANCE - June 30, 2022	94,397,696	$	9	54,467,089	$	6	$	546,346	$	(3,407)	$	(188,634)	$	354,320	—	$	—
Exercise of stock options	—	—		121,576	—		323		—		—		323		—	—
Exercise of common stock warrants, net of shares withheld for exercise	—	—		3,750	—		—		—		—		—		—	—
Vesting of common stock warrants	—	—		—	—				—		—		—		—	—
Vesting of restricted stock units	364,914	—		—	—		—		—		—		—		—	—
Repayment of non-recourse promissory note	—	—		—	—		539		—		—		539		—	—
Issuance of common stock under employee stock purchase plan	—	—		—	—		—		—		—		—		—	—
Conversion of Class B shares into Class A common stock	1,454,686	1		(1,454,686)	(1)		—		—		—		—		—	—
Stock-based compensation	—	—		—	—		6,125		—		—		6,125		—	—
Comprehensive loss	—	—		—	—		—		(3,690)		—		(3,690)		—	—
Net loss	—	—		—	—		—		—		(25,241)		(25,241)		—	—
BALANCE - September 30, 2022	96,217,296	$	10	53,137,729	$	5	$	553,333	$	(7,097)	$	(213,876)	$	332,375	—	$	—

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share amounts) (unaudited)


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Deficit		Convertible Preferred Stock
	Shares	Amount		Shares	Amount										Shares	Amount
BALANCE - December 31, 2020	—	$	—	53,683,269	$	5	$	64,548	$	1,956	$	(92,016)	$	(25,507)	70,990,919	$	204,049
Exercise of stock options	—	—		2,553,187	—		4,409		—		—		4,409		—	—
Exercise of common stock warrants	—	—		276,151	—		354		—		—		354		—	—
Vesting of common stock warrants	—	—		—	—		793		—		—		793		—	—
Stock-based compensation	—	—		—	—		6,553		—		—		6,553		—	—
Comprehensive loss	—	—		—	—		—		(1,029)		—		(1,029)		—	—
Net loss	—	—		—	—		—		—		(34,930)		(34,930)		—	—
BALANCE - September 30, 2021	—	$	—	56,512,607	$	5	$	76,657	$	927	$	(126,946)	$	(49,357)	70,990,919	$	204,049


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity		Convertible Preferred Stock
	Shares	Amount		Shares	Amount										Shares	Amount
BALANCE - December 31, 2021	49,016,511	$	5	98,038,941	$	10	$	533,709	$	666	$	(137,386)	$	397,004	—	$	—
Exercise of stock options	—	—		1,734,516	—		2,586		—		—		2,586		—	—
Exercise of common stock warrants, net of shares withheld for exercise	—	—		25,717	—		—		—		—		—		—	—
Vesting of common stock warrants	—	—		—	—		843		—		—		843		—	—
Vesting of restricted stock units	367,414	—		—	—		—		—		—		—		—	—
Repayment of non-recourse promissory note	—	—		—	—		539		—		—		539		—	—
Issuance of common stock under employee stock purchase plan	171,926	—		—	—		823		—		—		823		—	—
Conversion of Class B shares into Class A common stock	46,661,445	5		(46,661,445)	(5)		—		—		—		—		—	—
Stock-based compensation	—	—		—	—		14,833		—		—		14,833		—	—
Comprehensive loss	—	—		—	—		—		(7,763)		—		(7,763)		—	—
Net loss	—	—		—	—		—		—		(76,489)		(76,489)		—	—
BALANCE - September 30, 2022	96,217,296	$	10	53,137,729	$	5	$	553,333	$	(7,097)	$	(213,876)	$	332,375	—	$	—

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(76,489)	$	(34,930)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,129		6,532
Amortization of debt issuance costs	37		37
Stock-based compensation	14,785		7,346
Inventory write-down	12,675		—
Change in fair value of preferred stock warrant liability	—		7,242
Changes in assets and liabilities:
Accounts receivable	1,563		(112)
Inventory	(34,890)		(40,753)
Prepaid expenses and other current assets	(1,939)		(11,542)
Other assets	(3,839)		—
Accounts payable and accrued expenses	(12,054)		17,262
Other long-term liabilities	7,674		3,876
Deferred revenue	(810)		(454)
Net cash used in operating activities	(82,158)		(45,496)

Cash flows from investing activities:
Purchase of property and equipment	(24,957)		(17,633)
Changes in security deposits	(610)		(686)
Net cash used in investing activities	(25,567)		(18,319)

Cash flows from financing activities:
Proceeds from the exercise of stock options	2,738		4,409
Taxes withheld and paid on employee stock awards	(152)		—
Proceeds from issuance of common stock under the employee stock purchase plan	823		—
Proceeds from the exercise of common stock warrants	—		354
Repayment of non-recourse promissory note	539		—
Payments of deferred offering costs	(744)		(2,458)
Net cash provided by financing activities	3,204		2,305

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	(2,698)		(371)
Net decrease in cash, cash equivalents, and restricted cash	(107,219)		(61,880)
Cash, cash equivalents, and restricted cash—beginning of period	288,576		127,251
Cash, cash equivalents, and restricted cash—end of period	$	181,357	$	65,371

Supplemental disclosures of cash flow information:
Cash paid for interest	$	63	$	97
Cash paid for taxes	$	1,366	$	339
Noncash investing and financing activities:
Purchase of property and equipment included in accounts payable	$	1,299	$	603
Non-cash exercise of common stock warrants	$	35	$	—
Stock-based compensation included in capitalized internal-use software	$	892	$	—
Deferred offering costs included in accrued liabilities	$	—	$	2,120


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)


	Nine Months Ended September 30,
	2022		2021
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	180,727	$	65,371
Restricted cash included in prepaid expenses and other current assets	630		—
Total cash, cash equivalents, and restricted cash	$	181,357	$	65,371

See accompanying notes to condensed consolidated financial statements.


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1.DESCRIPTION OF BUSINESS

Allbirds, Inc. (“Allbirds” and, together with its wholly owned subsidiaries, the “Company,” “we,” or “our”) was incorporated in the state of Delaware on May 6, 2015. Headquartered in San Francisco, California, Allbirds is a global lifestyle brand that innovates with naturally derived materials to make better footwear and apparel products in a better way, while treading lighter on our planet. The majority of our revenue is from sales directly to consumers via our digital and store channels.

Amended and Restated Certificate of Incorporation

In September 2021, we filed our Eighth Amended and Restated Certificate of Incorporation, which established a dual class common stock structure and authorized a total of 2,000,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, and 75,812,755 shares of convertible preferred stock. Upon the filing of the Eighth Amended and Restated Certificate of Incorporation, 127,735,199 shares of our then-outstanding common stock were reclassified into an equivalent number of shares of Class B common stock, which includes our convertible preferred stock on an as-converted basis and warrants being exercised or exchanged in connection with our initial public offering (“IPO”), described below, on an as-exercised or as-exchanged basis, as applicable.

Initial Public Offering

On November 2, 2021, we priced our IPO and our Class A common stock began trading on The Nasdaq Global Select Market on November 3, 2021 under the symbol “BIRD.” In connection with the closing of the IPO on November 5, 2021, 23,221,152 shares of our Class A common stock were issued and sold at a public offering price of $15.00 per share, which consisted of 16,850,799 shares we offered and 6,370,353 shares offered by certain existing stockholders. We received aggregate proceeds of $237.0 million from the IPO, net of the underwriting discounts and commissions of $15.8 million and before offering costs of approximately $5.4 million. We did not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders.

In November 2021, immediately prior to the closing of the IPO, all 70,990,919 shares of our convertible preferred stock then outstanding were converted into an equivalent number of shares of Class B common stock and we reclassified $204.0 million of convertible preferred stock to additional paid-in capital. 1,104,560 shares of Class B common stock were automatically issued pursuant to the terms of outstanding convertible preferred stock warrants, and 714,965 shares of Class B common stock were issued upon the exercise by the holder of an outstanding Class B common stock warrant.

In connection with the closing of the IPO, we also filed our Ninth Amended and Restated Certificate of Incorporation, which authorized a total of 2,000,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, and 20,000,000 shares of preferred stock.

2.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


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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 to three business days. Credit card receivables were $1.9 million as of September 30, 2022 and $2.2 million as of December 31, 2021.

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


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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


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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


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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.

3.INVENTORY

Inventory consisted of the following as of September 30, 2022 and December 31, 2021:


(in thousands)	September 30, 2022		December 31, 2021
Finished goods	$	135,199	$	108,585
Reserve to reduce inventories to net realizable value	(8,729)		(1,709)
Total inventory	$	126,470	$	106,876


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4.PROPERTY AND EQUIPMENT - NET

Property and equipment consisted of the following as of September 30, 2022 and December 31, 2021:


(in thousands)	September 30, 2022		December 31, 2021
Leasehold improvements	$	37,025	$	27,137
Furniture and fixtures	22,697		15,276
Internal-use software	20,706		14,453
Machinery and equipment	885		780
Computers and equipment	1,724		1,236
Total property and equipment - gross	83,037		58,882
Less: accumulated depreciation and amortization	(30,826)		(20,927)
Total property and equipment - net	$	52,211	$	37,955

Depreciation and amortization expense for the three and nine months ended September 30, 2022 was $4.1 million and $11.2 million, respectively, and for the three and nine months ended September 30, 2021 was $2.4 million and $6.7 million, respectively, recognized in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, unamortized capitalized internal-use software costs were $14.6 million and $10.6 million, respectively.

As of September 30, 2022, 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. We performed a qualitative assessment of impairment indicators by asset group, including as a result of COVID-19, macroeconomic factors, and company-specific factors, and determined no impairment charge was considered necessary as a result of the analysis.

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following as of September 30, 2022 and December 31, 2021:


(in thousands)	September 30, 2022		December 31, 2021
Prepaid expenses	$	6,670	$	7,865
Inventory returns receivable	760		1,351
Security deposits	823		1,106
Tax receivable	21,036		22,594
Other receivables	5,034		5,022
Restricted cash	630		—
Total prepaid expenses and other current assets	$	34,953	$	37,938

In the second quarter of 2022, the receipt of a refund associated with a tax loss carryback was determined to extend past 12 months, based on current facts and circumstances. Therefore, $3.8 million of tax receivable was reclassified from prepaid expenses and other current assets, where it was recorded in periods prior to June 30, 2022, to other assets on the condensed consolidated balance sheet as of June 30, 2022 and September 30, 2022.


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6.OTHER ASSETS

Other assets consisted of the following as of September 30, 2022 and December 31, 2021:


(in thousands)	September 30, 2022		December 31, 2021
Investment in equity securities	$	2,250	$	2,250
Tax receivable	3,839		—
Security deposits	3,569		3,025
Intangible assets	255		622
Debt issuance costs	70		107
Deferred tax assets	102		102
Total other assets	$	10,085	$	6,106

Investment in Equity Securities

On November 20, 2020, we entered into an agreement to make a minority equity investment of $2.0 million in Natural Fiber Welding, Inc. (“NFW”) in exchange for 201,207 shares of Series A-3 Preferred Stock. Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Throughout the year, we assess whether impairment indicators exist to trigger the performance of an impairment analysis. There were no impairment charges or observable price changes for the three and nine months ended September 30, 2022.

On November 22, 2021, we made a $0.3 million investment in NoHo ESG, Inc. (“NoHo ESG”) via a simple agreement for future equity (“SAFE”). The SAFE provides that we will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap. If there is a liquidity event, such as a change in control or initial public offering, we will have the option of receiving a cash payment equal to the purchase amount or receiving a number of shares of common stock based on the purchase amount divided by the liquidity price, assuming we fail to select the cash option. Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Throughout the year, we assess whether impairment indicators exist to trigger the performance of an impairment analysis. There were no impairment charges or observable price changes for the three and nine months ended September 30, 2022.

Definite-lived Intangible Assets

Intangible assets include intellectual property purchased from West Harbor Technologies, LLC for $1.3 million, including transaction costs of $0.1 million, in January 2020. The intangible asset has an estimated useful life of 3 years, and we recorded amortization charges of $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively, which are recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss.


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7.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses consisted of the following as of September 30, 2022 and December 31, 2021:


(in thousands)	September 30, 2022		December 31, 2021
Sales-refund reserve	$	3,189	$	5,452
Taxes payable	19,280		17,930
Employee-related liabilities	5,972		5,021
Accrued expenses	13,907		17,840
Total accrued expenses and other current liabilities	$	42,348	$	46,243

8.FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis

Warrant Liability—The fair value of our preferred stock warrant liability was based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the convertible preferred stock warrant liability, we used the probability weighted average values from (i) a Black-Scholes calculation and (ii) an option pricing model. We measure and report our preferred stock warrant liability at the estimated fair value on a recurring basis. As discussed further in Note 11, Warrants, the preferred stock warrant liability was estimated using assumptions related to the remaining contractual term of the warrants, the risk-free interest rate and volatility of comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the preferred stock warrant liability were the fair value of the underlying stock at the valuation date and the estimated term of the warrants. The value from the Black-Scholes calculation reflects the value in an initial public offering scenario with the contractual term of the warrants, which was weighted by management’s estimated probability of a potential initial public offering at the applicable valuation date. The value from the option pricing model reflects the value in an alternative exit scenario at which point the warrants were expected to be exercised. Generally, increases or decreases in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement.

In November 2021, immediately prior to the completion of the IPO and pursuant to the terms of the convertible preferred stock warrants, there was an automatic exchange of the outstanding convertible preferred stock warrants for shares of Class B common stock on a one-to-one basis. As a result, the final remeasurement date of the preferred stock warrant liability was on November 3, 2021, and the preferred stock warrant liability was reclassified to additional paid-in capital. As of September 30, 2022 and December 31, 2021, there was no preferred stock warrant liability remaining on our condensed consolidated balance sheets; therefore, there was no impact to other income (expense) for the three and nine months ended September 30, 2022.

The following tables present a summary of the changes in fair value of our Level 3 liabilities for the three and nine months ended September 30, 2021, included within other income (expense) in our condensed consolidated statements of operations and comprehensive loss:


(in thousands)	Warrants
Balance at June 30, 2021	$	11,243
Increase in fair value included in other income (expense)	1,844
Balance at September 30, 2021	$	13,087


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(in thousands)	Warrants
Balance at December 31, 2020	$	5,845
Increase in fair value included in other income (expense)	7,242
Balance at September 30, 2021	$	13,087

Items Measured at Fair Value on a Non-Recurring Basis

Equity Investments—Our equity investments in NFW and Noho ESG represent non-marketable equity securities in privately held companies that do not have a readily determinable fair value and are accounted for under the measurement alternative in ASC 321. The investments are accounted for at cost and adjusted based on observable price changes from orderly transactions for identical or similar investments of the same issuer or impairment. During the three and nine months ended September 30, 2022 and 2021, there were no observable price changes or impairments. As of September 30, 2022 and December 31, 2021, the carrying value of our investments was $2.3 million.

9.LONG-TERM DEBT

On February 20, 2019, we entered into a credit agreement with JPMorgan Chase Bank, N.A. (the “Credit Agreement”). The Credit Agreement is an asset-based loan with a revolving line of credit of up to $40.0 million and an optional accordion, which, if exercised, would allow us to increase the aggregate commitment by up to $35.0 million, subject to obtaining additional lender commitments and satisfying certain conditions. Pursuant to the terms of the revolving credit facility, we may reduce the total amount available for borrowing under such facility, subject to certain conditions. The Credit Agreement has a maturity date of February 20, 2024.

Borrowings under our revolving credit facility use the London Interbank Offered Rate (“LIBOR”) as a reference rate. Interest on borrowings under the revolving credit facility accrues at a variable rate equal to (i) the one-month LIBOR (adjusted LIBOR Rate for a one month interest period on a given day) plus 2.50%, plus (ii) a specified spread of