The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (2) the audited consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). Unless otherwise indicated, all results presented are prepared in a manner that complies, in all material respects, with U.S. GAAP. Additionally, unless otherwise indicated, all changes identified for the current-period results represent comparisons to results for the prior corresponding fiscal period. Our discussion and analysis may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" in Item 1A of our 2021 Form 10-K, as updated and supplemented by our Quarterly Reports on Form 10-Q, including in Part 2, Item 1A, the Special Note Regarding Forward-Looking Statements in this Quarterly Report on Form 10-Q, and elsewhere in this Quarterly Report on Form 10-Q.

Financial Results for the Three Months Ended March 31, 2022


  • Total revenue was $189 million.


      • Total cost of revenue and expenses were $251 million, including negative
        stock-based compensation expense of $2 million.


  • Loss from operations was $62 million.


  • Net loss was $60 million.


  • Adjusted EBITDA was a loss of $40 million or 21% of total revenue.


  • Cash and cash equivalents and marketable securities were $1.0 billion.

As of March 31, 2022, we had an accumulated deficit of $2.6 billion. We expect losses from operations to continue for the foreseeable future as we incur costs and expenses related to brand development, expansion of market share, and continued development of our mobile shopping marketplace infrastructure.

During the first quarter of 2022, we continued to face headwinds of reduced retention and new buyer conversion and a rise in digital advertising costs. In response to rising digital advertising costs, which contributed to lower marketing efficiency, starting in the third quarter of 2021, we decided to significantly reduce our digital advertising expenditures as we focused our resources on other strategic initiatives. As discussed below under "Key Financial and Performance Metrics," our monthly active users ("MAUs") and last twelve months ("LTM") active buyers have been negatively impacted by our decision to significantly reduce our digital advertising expenditures. In response to these headwinds, we commenced a number of initiatives that we believe will improve the user experience and increase retention, including enhancing our product quality and selection, and providing an unmatched fun and entertaining shopping experience. We believe our continued strategy to enhance users' experience in our marketplace and provide a more differentiated and engaging user experience will position us for long-term sustainable growth.

COVID-19

As of the date of filing of this Quarterly Report, the outbreak of COVID-19, including recent and any future variants, has affected businesses worldwide, and continues to impact the major markets in which we operate. Our business, operations and financial condition and results have been and may continue to be impacted by the COVID-19 pandemic and a range of external factors related to the COVID-19 pandemic that are not within our control. The COVID-19 pandemic has resulted in significant governmental measures being implemented at various times and in various geographic areas over the course of the pandemic to control the spread of the virus. Our operations as well as the operations of our third-party merchants have been, and we expect will continue to be, disrupted by varying individual and governmental responses to COVID-19 around the world.

In addition, the COVID-19 pandemic has also disrupted the global supply chain, which may interfere with the delivery of our merchants' products to our users. Our MAUs, LTM Active Buyers and revenue may be negatively impacted due to a combination of reasons including: (i) macroeconomic factors such as worldwide retail businesses reopening; (ii) the disruption of the global supply chain; (iii) increased consumer spending on travel and other discretionary items; and, (iv) the waning impact of U.S. and other government economic stimulus programs.



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February 2022 Restructuring Plan

In February 2022, our Board of Directors approved the Restructuring Plan to refocus our operations to support sustainable long-term growth, better align resources, and improve operational efficiencies. We expect the Restructuring Plan to be substantially implemented by the end of fiscal year 2022.

The Restructuring Plan includes i) reducing our headcount by approximately 15% (or approximately 190 positions), ii) exiting various office leases, and iii) reducing and realigning vendor expenditures. During the three months ended March 31, 2022, we recorded charges of approximately $3 million in severance and other personnel reductions costs for terminated employees and $4 million in impairments of lease assets and property and equipment. We anticipate that related severance payments will continue to occur into the second quarter of 2022.

Our Financial Model

Our business benefits from powerful network effects, fueled by our data advantage and massive scale. As more users join Wish, attracted by our affordable value proposition and personalized shopping experiences, we are able to increase revenue potential for our merchants. The successes of our merchants attract more merchants and broaden the product selection on Wish's platform, which further improves user experiences. The growth in users and merchants generates more data, which, in turn, refines our algorithm and strengthens our data advantage. By focusing on users and merchants, we align their success with our own.

The economics of the Wish platform rely on cost-effectively adding new users, converting those users into buyers, and improving engagement and monetization of those buyers over time as well as acquiring new merchants and monetizing the end-to-end services that we provide to them.

Key Financial and Performance Metrics



In addition to the measures presented in our condensed consolidated financial
statements, we monitor the following key metrics and other financial information
to measure our performance, identify trends affecting our business, and make
strategic decisions.

                           Three Months Ended
                                March 31,
                           2022            2021
                              (in millions)
MAU                             27           101
LTM Active Buyers               28            61
Adjusted EBITDA          $     (40 )      $  (79 )
Adjusted EBITDA Margin         (21 )%        (10 )%
Free Cash Flow           $    (148 )      $ (354 )




Monthly Active Users

We define MAUs as the number of unique users that visited the Wish platform, either on our mobile app, mobile web, or on a desktop, during the month. MAUs for a given reporting period equal the average of the MAUs for that period. An active user is identified by a unique email-address; a single person can have multiple user accounts via multiple email addresses. The change in MAUs in a reported period captures both the inflow of new users as well as the outflow of existing users who did not visit the platform in a given month. We view the number of MAUs as key driver of revenue growth as well as a key indicator of user engagement and brand awareness.

MAUs decreased approximately 73% from the three months ended March 31, 2022 compared to the three months ended March 31, 2021. We believe this decline was primarily driven by our decision to significantly reduce our digital advertising expenditures.



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LTM Active Buyers

As of the last date of each reported period, we determine our number of unique LTM active buyers by counting the total number of individual users who have placed at least one order on the Wish platform, either on our mobile app, mobile web, or on a desktop, during the preceding 12 months. We, however, exclude from the computation those buyers whose order is canceled before the item is shipped and the purchase price is refunded. The number of Active Buyers is an indicator of our ability to attract and monetize a large user base to our platform and of our ability to convert visits into purchases. We believe that increasing our Active Buyers will be a significant driver to our future revenue growth.

LTM Active Buyers decreased approximately 54% from the three months ended March 31, 2022 compared to the three months ended March 31, 2021. We believe this decline was primarily driven by reduced digital advertising expenditures resulting in lower MAUs and conversion.

A Note About Metrics

The numbers for some of our metrics, including MAUs, are calculated and tracked with internal tools, which are not independently verified by any third party. We use these metrics to assess the growth and health of our overall business. While these numbers are based on what we believe to be reasonable estimates of our user or merchant base for the applicable period of measurement, there are inherent challenges in measurement as the methodologies used require significant judgment and may be susceptible to algorithm or other technical errors. In addition, we regularly review and adjust our processes for calculating metrics to improve their accuracy, and our estimates may change due to improvements or changes in technology or our methodology.

Non-U.S. GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We provide Adjusted EBITDA, a non-U.S. GAAP financial measure that represents our net income (loss) before interest and other income (expense), net (which includes foreign exchange gain or loss and gain or loss on one-time transactions recognized), income tax expense, and depreciation and amortization, adjusted to eliminate stock-based compensation expense and related payroll taxes, lease termination and impairment related expenses, and to add back certain recurring other items. Additionally, we provide Adjusted EBITDA Margin, a non-U.S. GAAP financial measure that represents Adjusted EBITDA divided by revenue. Below is a reconciliation of Adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure.

We have included Adjusted EBITDA and Adjusted EBITDA Margin in this report because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends and how we are allocating internal resources, to prepare and approve our annual budget and to develop short- and long-term operating plans. We also believe that the exclusion of certain items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business as it removes the impact of non-cash items, certain non-recurring cash items, and certain variable charges.

Adjusted EBITDA has limitations as an analytical measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:


   •  although depreciation and amortization are non-cash charges, the assets
      being depreciated and amortized may have to be replaced in the future, and
      Adjusted EBITDA does not reflect cash capital expenditure requirements for
      such replacements or for new capital expenditure requirements;


   •  Adjusted EBITDA does not reflect changes in, or cash requirements for, our
      working capital needs;


   •  Adjusted EBITDA does not consider the impact of stock-based compensation and
      related payroll taxes;


   •  Adjusted EBITDA does not reflect tax payments that may represent a reduction
      in cash available to us; and


   •  other companies, including companies in our industry, may calculate Adjusted
      EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA Margin alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results.



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The following table reflects the reconciliation of net loss to Adjusted EBITDA
and net loss as a percentage of revenue to Adjusted EBITDA margin for each of
the periods indicated:

                                                              Three Months Ended
                                                                   March 31,
                                                           2022                2021
                                                                 (in millions)
Revenue                                                 $       189         $       772
Net loss                                                        (60 )              (128 )
Net loss as a percentage of revenue                             (32 )%              (17 )%

Excluding:


Interest and other income, net                                   (2 )                 -
Provision for income taxes                                        -                   2
Depreciation and amortization                                     2                   2
Stock-based compensation expense(1)                              (2 )                37
Employer payroll taxes related to stock-based
compensation expense                                              -                   7
Restructuring and other discrete items(2)                        22                   -
Recurring other items                                             -                   1
Adjusted EBITDA                                         $       (40 )       $       (79 )
Adjusted EBITDA margin                                          (21 )%              (10 )%


   (1) Total stock-based compensation for the three months ended March 31, 2022
       decreased by $39 million compared to the three months ended March 31, 2021
       primarily due to forfeitures originating from the resignation of the
       Company's former CEO, reductions to the Company's workforce as part of the
       Company's Restructuring Plan, and modifications to our former Executive
       Chair's equity awards.


   (2) Includes restructuring charges consisting of $3 million of employee
       severance and $4 million in impairment of lease assets and property and
       equipment as well as a $15 million one-time discretionary cash bonus paid
       to select employees to help cover their tax obligations triggered by the
       settlement of their RSUs that vested upon the Company's IPO.

Free Cash Flow

We also provide Free Cash Flow, a non-U.S. GAAP financial measure that represents net cash provided by (used in) operating activities less purchases of property and equipment. We believe that Free Cash Flow is an important measure since we use third parties to host our services and therefore we do not incur significant capital expenditures to support revenue generating activities.

Free Cash Flow has limitations as an analytical measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:


   •  it is not a substitute for net cash provided by (used in) operating
      activities;


   •  other companies may calculate Free Cash Flow or similarly titled non-U.S.
      GAAP measures differently or may use other measures to evaluate their
      performance, all of which could reduce the usefulness of free cash flow as a
      tool for comparison; and


   •  the utility of free cash flow is further limited as it does not reflect our
      future contractual commitments and does not represent the total increase or
      decrease in our cash balance for any given period.

Because of these limitations, you should consider Free Cash Flow alongside other financial performance measures, such as net cash provided by (used in) operating activities, net income (loss) and our other U.S. GAAP results.

The following table reflects the reconciliation of net cash provided by (used in) operating activities to Free Cash Flow for each of the periods indicated:


                                                           Three Months Ended
                                                                March 31,
                                                       2022                   2021
                                                              (in millions)
Cash used in operating activities                $            (146 )     $          (354 )

Less:


Purchases of property and equipment and
development of internal-use software                             2                     -
Free Cash Flow                                   $            (148 )     $          (354 )


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Results of Operations

The following tables show our results of operations for the periods presented and express the relationship of certain line items as a percentage of revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.



                                            Three Months Ended
                                                 March 31,
                                           2022            2021
                                               (in millions)
Revenue                                  $    189       $      772
Cost of revenue(1)                            125              335
Gross profit                                   64              437
Operating expenses:
Sales and marketing(1)                         45              470
Product development(1)                         66               51
General and administrative(1)                  15               42
Total operating expenses                      126              563
Loss from operations                          (62 )           (126 )
Other income, net
Interest and other income, net                  2                -
Loss before provision for income taxes        (60 )           (126 )
Provision for income taxes                      -                2
Net loss                                 $    (60 )     $     (128 )



  (1) Includes stock-based compensation expense as follows:


                                   Three Months Ended
                                        March 31,
                                    2022           2021
                                      (in millions)
Cost of revenue                  $       (1)       $   5
Sales and marketing                        1           3
Product development                       14          15
General and administrative              (16)          14

Total stock-based compensation $ (2) $ 37

The following table presents the components of our condensed consolidated statements of operations as a percentage of revenue:


                                           Three Months Ended
                                                March 31,
                                           2022            2021
Revenue                                       100 %          100 %
Cost of revenue                                66 %           43 %
Gross margin                                   34 %           57 %
Operating expenses:
Sales and marketing                            24 %           61 %
Product development                            35 %            7 %
General and administrative                      8 %            6 %
Total operating expenses                       67 %           74 %
Loss from operations                          (33 )%         (17 )%
Other income, net:
Interest and other income, net                  1 %            -
Loss before provision for income taxes        (32 )%         (17 )%
Provision for income taxes                      -              -
Net loss                                      (32 )%         (17 )%


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Comparison of Three Months Ended March 31, 2022 and 2021



Revenue
                                 Three Months Ended
                                      March 31,                  Change
                                2022            2021          $          %
                                         (in millions)
Core marketplace revenue(1)   $      90       $     477     $ (387 )     (81 )%
ProductBoost revenue                 14              50        (36 )     (72 )%
Marketplace revenue                 104             527       (423 )     (80 )%
Logistics revenue                    85             245       (160 )     (65 )%
Revenue                       $     189       $     772     $ (583 )     (76 )%



   (1) Core marketplace revenue for the three months ended March 31, 2022 and 2021
       included approximately $2 million and $9 million net gains, respectively,
       from our cash flow hedging program.


Revenue decreased $583 million, or 76%, to $189 million for the three months ended March 31, 2022 as compared to $772 million for the three months ended March 31, 2021. This decrease was attributable to decreased marketplace and logistics revenue, as noted below.

Marketplace revenue decreased $423 million, or 80% to $104 million for the three months ended March 31, 2022, as compared to $527 million for the three months ended March 31, 2021. This decrease was primarily driven by lower order volumes associated with reduced MAUs and LTM Active Buyers, as well as revisions to our pricing strategy, which resulted in lower marketplace revenue per order. While lower pricing contributed to lower marketplace revenue based on first quarter sales volume, we expect to see corresponding increases in order volumes over time.

Logistics revenue decreased $160 million, or 65% to $85 million for the three months ended March 31, 2022, as compared to $245 million for the three months ended March 31, 2021. Like marketplace revenue, the decrease was primarily driven by lower order volumes.

Cost of Revenue and Gross Margin



                           Three Months Ended
                                March 31,                  Change
                          2022            2021          $          %
                                   (in millions)
Cost of revenue         $     125       $     335     $ (210 )     (63 )%
Percentage of revenue          66 %            43 %
Gross Margin                   34 %            57 %


Cost of revenue decreased $210 million, or 63%, to $125 million for the three months ended March 31, 2022, as compared to $335 million for the three months ended March 31, 2021, primarily due to lower marketplace and logistics related costs as a result of lower order volumes.

The gross margin decreased to 34% for the three months ended March 31, 2022 from 57% for the three months ended March 31, 2021, primarily due to a shift in revenue mix, with a greater percentage of lower margin logistics services making up overall revenue during the first quarter of 2022 compared to the same period in 2021 and revisions to our pricing strategy, which resulted in lower marketplace revenue per order.



Sales and Marketing

                          Three Months Ended
                               March 31,                 Change
                         2022           2021          $          %
                                  (in millions)
Sales and marketing     $    45       $     470     $ (425 )     (90 )%
Percentage of revenue        24 %            61 %


Sales and marketing expense decreased $425 million, or 90%, to $45 million for the three months ended March 31, 2022, compared to $470 million for the three months ended March 31, 2021, primarily due to our decision to reduce digital advertising expenditures in order to focus our resources on other strategic initiatives.



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Product Development

                           Three Months Ended
                               March 31,                Change
                          2022             2021       $        %
                                  (in millions)
Product development     $      66         $   51     $ 15       29 %
Percentage of revenue          35 %            7 %


Product development expense increased $15 million, or 29%, to $66 million for the three months ended March 31, 2022, as compared to $51 million for the three months ended March 31, 2021, primarily as a result of an increase in employee-related costs driven by increased headcount prior to our Restructuring Plan and a one-time discretionary bonus paid to select employees to help cover their tax obligations trigged by the settlement of their RSUs that vested upon the Company's IPO.



General and Administrative

                                Three Months Ended
                                    March 31,                 Change
                               2022             2021        $         %
                                       (in millions)
General and administrative   $      15         $   42     $ (27 )     (64 )%
Percentage of revenue                8 %            6 %



General and administrative expense decreased $27 million, or 64%, to $15 million for the three months ended March 31, 2022, as compared to $42 million for the three months ended March 31, 2021. The decrease was primarily related to a reversal of stock-based compensation in connection with the resignation of both our CEO and executive chair and the reduction of our workforce pursuant to the Restructuring Plan.

Provision for Income Taxes



                               Three Months Ended
                                    March 31,                 Change
                              2022            2021        $          %
                                      (in millions)

Provision for income taxes $ - $ 2 $ (2 ) (100)% Percentage of revenue

              -               -



Provision for income taxes decreased $2 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The change in provision for income taxes was primarily due to a decrease in pre-tax earnings of our international operations.

Liquidity and Capital Resources

As of March 31, 2022, we had cash, cash equivalents and marketable securities of $1.0 billion, a majority of which were held in cash deposits and money market funds and were held for working capital purposes. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months, though we may require additional financing or capital resources in the future.

Our material cash requirements include $190 million in accounts and merchants payable, $7 million remaining on a colocation and cloud services purchase commitment, and $25 million of facility lease obligations, of which $7 million is due within the next 12 months.



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November 2020 Credit Facility

In November 2020, we entered into the Revolving Credit Facility which enables us to borrow up to $280 million. The Revolving Credit Facility contains an accordion option which, if exercised and provided we are able to secure additional lender commitments and satisfy certain other conditions, would allow us to increase the aggregate commitments by up to $100 million. As of March 31, 2022, we had not made any borrowings under the Revolving Credit Facility. Refer to Note 7 to our condensed consolidated financial statements in Item 1 of Part I, "Financial Information" for additional details related to the Revolving Credit Facility.



Cash Flows
                                    Three Months Ended
                                         March 31,
                                    2022           2021
                                       (in millions)
Net cash (used in) provided by:
Operating activities              $    (146 )     $  (354 )
Investing activities                   (105 )          14
Financing activities                      -            (5 )



Net Cash Used in Operating Activities

Our cash flows from operations are largely dependent on the amount of revenue we generate. Net cash used in operating activities in each period presented has been influenced by changes in funds receivable, prepaid expenses, and other current and noncurrent assets, accounts payable, merchants payable, accrued and refund liabilities, lease liabilities, and other current and noncurrent liabilities.

Net cash used in our operating activities for the three months ended March 31, 2022 was $146 million. This was driven by our net loss of $60 million and $97 million unfavorable changes in our operating assets and liabilities, which was partially offset by non-cash expenses of $11 million. Unfavorable working capital movement was mainly driven by reductions in accounts payable, merchants payable and accrued and refund liabilities. Accounts payable decreased by $27 million primarily due to lower order volumes and reduced digital advertising expenditures.

Net cash used in our operating activities for the three months ended March 31, 2021 was $354 million. This was primarily driven by our net loss of $128 million and $266 million unfavorable net working capital changes, which was partially offset by non-cash expenses, such as stock-based compensation expense of $37 million. Unfavorable working capital movement was mainly driven by accounts payable and merchants payable. Accounts payable decreased by $143 million primarily due to shorter vendor payment terms. Due to the COVID-19 pandemic, we were able to negotiate favorable payment terms with certain key digital advertising partners (45 days and 60 days). The payment terms with these key digital advertising partners reverted back to 30 days when the favorable terms expired on December 31, 2020. Merchants payable decreased by $73 million primarily driven by lower order volumes in the first quarter of 2021 compared to the fourth quarter of 2020 due to seasonality and higher percentage of shipments through our A+ program which accelerated the payment of merchants payable due to higher delivery confirmation rates. Other decreases in unfavorable working capital movement were driven by refunds and accrued liabilities.

Net Cash (Used in) Provided by Investing Activities

Our primary investing activities have consisted of investing excess cash balances in marketable securities.

Net cash used in investing activities was $105 million for the three months ended March 31, 2022. This was primarily due to $153 million in purchases of marketable securities and $2 million in capital expenditures, partially offset by $50 million of maturities in marketable securities.

Net cash provided by investing activities was $14 million for the three months ended March 31, 2021. This was primarily due to $67 million of maturities of marketable securities, partially offset by $53 million purchases of marketable securities.



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Net Cash Used in Financing Activities

Cash generated by our financing activities was insignificant for the three months ended March 31, 2022.

Net cash used in our financing activities was $5 million for the three months ended March 31, 2021 primarily due to tax payments related to RSU settlement.

Off Balance Sheet Arrangements

For the three months ended March 31, 2022 and 2021, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contingencies

We are involved in claims, lawsuits, government investigations, and proceedings arising from the ordinary course of our business. We record a provision for a liability when we believe that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. Such legal proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates, including those listed below on an ongoing basis. We base our estimates on historical facts and various other assumptions that we believe to be reasonable at the time the estimates are made. Actual results could differ from those estimates.

Our critical accounting policies are as follows:


  • Revenue recognition;


  • Operating lease obligations;


  • Impairment of long-lived assets, including intangibles and lease assets;


  • Stock-based compensation; and


  • Income taxes.

Our critical accounting policies are important to the portrayal of our financial condition and results of operations, and require us to make judgments and estimates about matters that are inherently uncertain.

There have been no material changes to our critical accounting policies and estimates as compared to those described in our 2021 Form 10-K, filed with the SEC on March 14, 2022.

Recent Accounting Pronouncements

See Note 1 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements.



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