8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2023

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37824	91-2041398
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 517-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Conditions.

On July 26, 2023, Impinj Inc. (“Impinj” or the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release, entitled “Impinj Reports Second Quarter 2023 Financial Results” is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press release dated July 26, 2023.
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Impinj, Inc.
By:	/s/ Chris Diorio
	Chris Diorio Chief Executive Officer

Date: July 26, 2023

EX-99.1

Exhibit 99.1

Impinj Reports Second Quarter 2023 Financial Results

SEATTLE, WA, July 26, 2023– Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today released its financial results for the second quarter ended June 30, 2023.

“Second-quarter revenue set a new record, with strong systems revenue offsetting weak endpoint IC revenue from retail apparel inventory destocking,” said Chris Diorio, Impinj co-founder and CEO. “We expect ongoing headwinds associated with that apparel inventory destocking, as well as weakness in the overall retail macroenvironment, to more-than-offset strength in our enterprise solutions opportunities in the third quarter.”

Second Quarter 2023 Financial Summary

•Revenue of $86.0 million

•GAAP gross margin of 51.0%; non-GAAP gross margin of 53.3%

•GAAP net loss of $8.1 million, or loss of $(0.30) per diluted share using 26.7 million shares

•Adjusted EBITDA of $10.0 million

•Non-GAAP net income of $9.3 million, or income of $0.33 per diluted share using 28.5 million shares

A reconciliation between GAAP and non-GAAP information is contained in the tables below. Additionally, descriptions of these non-GAAP financial measures are provided in the “Non-GAAP Financial Measures” sections below.

Third Quarter 2023 Financial Outlook

Impinj provides guidance based on current market conditions and expectations; actual results may differ materially. Please refer to the comments below regarding forward-looking statements. The following table presents Impinj’s financial outlook for the third quarter of 2023 (in millions, except per share data):

	Three Months Ending
	September 30, 2023
Revenue	$63.0 to $66.0
GAAP Net loss	($19.7) to ($18.2)
Adjusted EBITDA loss	($3.3 ) to ($1.8 )
GAAP Weighted-average shares — basic and diluted	26.90 to 27.10
GAAP Net loss per share — basic and diluted	($0.73 ) to ($0.67 )
Non-GAAP Net loss	($3.2 ) to ($1.7 )
Non-GAAP Weighted-average shares — basic and diluted	26.90 to 27.10
Non-GAAP Net loss per share — basic and diluted	($0.12) to ($0.06)

A reconciliation between GAAP and non-GAAP is provided in the "Non-GAAP Financial Measures" section below.

Conference Call Information

Impinj will host a conference call today, July 26, 2023 at 5:00 p.m. ET / 2:00 p.m. PT to discuss its second-quarter 2023 results, as well as its outlook for its third-quarter 2023. Interested parties may access the call by dialing +1-412-317-5196. A live webcast and replay will also be available on the company’s website at investor.impinj.com. Following the call, a telephonic replay will be available for five business days and may be accessed by dialing +1-412-317-0088 and entering passcode 6963268.

Management’s prepared written remarks, along with quarterly financial data, will be made available on the company’s website at investor.impinj.comalong with this release.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our strategy, investment plans and prospects, statements regarding conditions in the markets in which we compete as well as the broader economy, and our financial guidance and considerations for the third quarter of 2023 and future periods.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

About Impinj

Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

Impinj is a registered trademark of Impinj, Inc. All other trademarks are the property of their owners.

###

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Strategic Finance

+1-206-315-4470

ir@impinj.com

Media Relations
Jill West
Vice President, Strategic Communications
+1 206-834-1110
jwest@impinj.com

IMPINJ, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value, unaudited)

	June 30, 2023			December 31, 2022
Assets:
Current assets:
Cash and cash equivalents	$	45,244		$	19,597
Short-term investments		63,656			154,148
Accounts receivable, net		58,945			49,996
Inventory		112,323			46,397
Prepaid expenses and other current assets		3,455			5,032
Total current assets		283,623			275,170
Long-term investments		5,995			19,200
Property and equipment, net		45,077			39,027
Intangible assets, net		16,587			—
Operating lease right-of-use assets		11,004			10,490
Other non-current assets		1,744			1,969
Goodwill		19,516			3,881
Total assets	$	383,546		$	349,737
Liabilities and stockholders' equity (deficit):
Current liabilities:
Accounts payable	$	27,627		$	25,024
Accrued compensation and employee related benefits		7,746			9,048
Accrued and other current liabilities		9,681			2,925
Current portion of operating lease liabilities		3,301			3,122
Current portion of deferred revenue		2,523			2,250
Total current liabilities		50,878			42,369
Long-term debt, net of current portion		281,046			280,244
Operating lease liabilities, net of current portion		11,071			11,066
Deferred tax liabilities, net		3,415			118
Deferred revenue, net of current portion		341			349
Total liabilities		346,751			334,146
Stockholders' equity:
Common stock, $0.001 par value		27			26
Additional paid-in capital		436,302			403,599
Accumulated other comprehensive loss		(325	)		(1,249	)
Accumulated deficit		(399,209	)		(386,785	)
Total stockholders' equity		36,795			15,591
Total liabilities and stockholders' equity (deficit)	$	383,546		$	349,737

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data, unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenue	$	85,986		$	59,796		$	171,883		$	112,940
Cost of revenue		42,172			28,294			84,539			52,659
Gross profit		43,814			31,502			87,344			60,281
Operating expenses:
Research and development		23,403			18,369			45,838			36,358
Sales and marketing		10,632			9,614			20,605			18,913
General and administrative		16,002			11,995			31,566			22,801
Amortization of intangibles		2,146			—			2,146			—
Total operating expenses		52,183			39,978			100,155			78,072
Loss from operations		(8,369	)		(8,476	)		(12,811	)		(17,791	)
Other income, net		1,165			429			2,530			593
Induced conversion expense		—			(2,232	)		—			(2,232	)
Interest expense		(1,211	)		(1,250	)		(2,420	)		(2,511	)
Loss before income taxes		(8,415	)		(11,529	)		(12,701	)		(21,941	)
Income tax benefit (expense)		349			6			277			(43	)
Net loss	$	(8,066	)	$	(11,523	)	$	(12,424	)	$	(21,984	)
Net loss per share — basic and diluted	$	(0.30	)	$	(0.45	)	$	(0.47	)	$	(0.87	)
Weighted-average shares — basic and diluted		26,713			25,429			26,499			25,204

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Six Months Ended
	June 30,
	2023			2022
Operating activities:
Net loss	$	(12,424	)	$	(21,984	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,066			2,973
Stock-based compensation		23,372			22,173
Accretion of discount or amortization of premium on investments		(1,285	)		419
Amortization of debt issuance costs		802			806
Induced conversion expense related to convertible notes		—			2,232
Deferred tax expense		(399	)		—
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable		(7,755	)		(4,679	)
Inventory		(64,733	)		(10,089	)
Prepaid expenses and other assets		2,277			1,463
Accounts payable		6,113			(2,201	)
Accrued compensation and employee related benefits		(1,879	)		(437	)
Accrued and other liabilities		2,043			(106	)
Operating lease right-of-use assets		1,331			1,623
Operating lease liabilities		(1,661	)		(2,034	)
Deferred revenue		(972	)		2,202
Net cash used in operating activities		(49,104	)		(7,639	)
Investing activities:
Purchases of investments		—			(115,697	)
Proceeds from sales of investments		13,372			—
Proceeds from maturities of investments		92,424			46,805
Business acquisitions, net of cash acquired		(23,357	)		—
Purchases of intangible assets		(250	)		—
Purchases of property and equipment		(13,198	)		(3,724	)
Net cash provided by (used in) investing activities		68,991			(72,616	)
Financing activities:
Proceeds from exercise of stock options and employee stock purchase plan		5,753			6,496
Payment of 2019 Notes		—			(17,564	)
Net cash provided by (used in) financing activities		5,753			(11,068	)
Effect of exchange rate changes on cash and cash equivalents		7			—
Net increase (decrease) in cash and cash equivalents		25,647			(91,323	)
Cash and cash equivalents
Beginning of period		19,597			123,903
End of period	$	45,244		$	32,580

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles, or GAAP, our key non-GAAP performance measures include adjusted EBITDA and non-GAAP net income (loss), as defined below. We use adjusted EBITDA and non-GAAP net income (loss) as key measures to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operating plans. We believe these measures provide useful information for period-to-period comparisons of our business to allow investors and others to understand and evaluate our operating results in the same manner as our management and board of directors. Our presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from similarly termed non-GAAP measures used by other companies.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) determined in accordance with GAAP, excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation; restructuring costs; settlement and related costs; induced conversion expense; other income, net; interest expense; loss on debt extinguishment; income tax benefit (expense); and acquisition transaction expense and related purchase accounting adjustments. During the first quarter of 2023, we revised our definition of adjusted EBITDA to exclude acquisition transaction expenses and related purchase accounting adjustments in connection with our Voyantic Oy acquisition. We have excluded these costs and expenses because we do not believe they reflect our core operations and us excluding them enables more consistent evaluation of our operating performance. The revision to our definition of adjusted EBITDA did not impact adjusted EBITDA for any previously reported periods because there was no impact of a similar nature in such prior periods affecting comparability.

Non-GAAP Net Income (Loss)

We define non-GAAP net income (loss) as net income (loss), adjusted for, if applicable for the periods presented, the effects of stock-based compensation; depreciation; restructuring costs; settlement and related costs; induced conversion expense; amortization of debt discount related to the equity component of our convertible notes; prepayment penalty on debt extinguishment; acquisition transaction expense; and the corresponding income tax impacts of adjustments to net income (loss). During the first quarter of 2023, we revised our definition of non-GAAP net income (loss) to adjust for acquisition transaction expenses and related purchase accounting adjustments in connection with our Voyantic Oy acquisition. Excluding acquisition transaction expenses and related purchase accounting adjustments did not impact the non-GAAP net income (loss) previously reported for periods preceding the revision.

During the second quarter of 2023, we further revised our definition of non-GAAP net income (loss) to adjust for income tax effects of adjustments to net income (loss), calculated at the statutory rate for current and historical periods. We have revised the prior period amounts to conform to our current period presentation.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
GAAP Gross margin		51.0	%		52.7	%		50.8	%		53.4	%
Adjustments:
Depreciation and amortization		1.5	%		1.5	%		1.3	%		1.6	%
Purchase accounting adjustments		0.3	%		0.0	%		0.2	%		0.0	%
Stock-based compensation		0.5	%		0.5	%		0.5	%		0.8	%
Non-GAAP Gross margin		53.3	%		54.7	%		52.8	%		55.8	%
GAAP Net loss	$	(8,066	)	$	(11,523	)	$	(12,424	)	$	(21,984	)
Adjustments:
Depreciation and amortization		4,273			1,465			6,066			2,973
Purchase accounting adjustments		276			—			276			—
Stock-based compensation		13,148			10,859			23,372			22,173
Other income, net		(1,165	)		(429	)		(2,530	)		(593	)
Interest expense		1,211			1,250			2,420			2,511
Income tax expense (benefit)		(349	)		(6	)		(277	)		43
Induced conversion expense		—			2,232			—			2,232
Acquisition transaction expense		630			—			1,672			—
Adjusted EBITDA	$	9,958		$	3,848		$	18,575		$	7,355
GAAP Net loss	$	(8,066	)	$	(11,523	)	$	(12,424	)	$	(21,984	)
Adjustments:
Depreciation and amortization		4,273			1,465			6,066			2,973
Purchase accounting adjustments		276			—			276			—
Stock-based compensation		13,148			10,859			23,372			22,173
Induced conversion expense		—			2,232			—			2,232
Acquisition transaction expense		630			—			1,672			—
Income tax effects of adjustments (1)		(965	)		(285	)		(1,783	)		(507	)
Non-GAAP Net income	$	9,296		$	2,748		$	17,179		$	4,887
Non-GAAP Net income per share:
Basic	$	0.35		$	0.11		$	0.65		$	0.19
Diluted	$	0.33		$	0.10		$	0.60		$	0.18
GAAP Weighted-average shares — diluted		26,713			25,429			26,499			25,204
Dilutive shares from stock plans		1,809			1,167			2,039			1,584
Non-GAAP Weighted-average shares — diluted		28,522			26,596			28,538			26,788
(1) The tax effects of the adjustments are calculated using the statutory rate, taking into consideration the nature of the item and relevant taxing jurisdictions.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL OUTLOOK TO NON-GAAP FINANCIAL OUTLOOK

(in thousands, except per share data, unaudited – calculated at the midpoint of the outlook range)

	Three Months Ending
	September 30,
	2023
GAAP Net loss	$	(18,950	)
Adjustments:
Forecasted Depreciation and amortization		3,550
Forecasted Stock-based compensation		12,600
Forecasted Interest expense		1,260
Forecasted Purchase accounting adjustments		110
Forecasted Other income, net		(850	)
Forecasted Income tax benefit		(220	)
Adjusted EBITDA	$	(2,500	)
GAAP Net loss	$	(18,950	)
Adjustments:
Forecasted Depreciation and amortization		3,550
Forecasted Stock-based compensation		12,600
Forecasted Purchase accounting adjustments		110
Forecasted Income tax benefit		236
Non-GAAP Net loss	$	(2,454	)
GAAP Net loss per share — basic and diluted	$	(0.70	)
Non-GAAP Net loss per share — basic and diluted	$	(0.09	)
GAAP weighted-average shares — basic and diluted		27,000
Non-GAAP weighted-average shares — basic and diluted		27,000

XML

Document and Entity Information	Jul. 26, 2023
Cover [Abstract]
Entity Registrant Name	Impinj, Inc.
Amendment Flag	false
Entity Central Index Key	0001114995
Document Type	8-K
Document Period End Date	Jul. 26, 2023
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37824
Entity Tax Identification Number	91-2041398
Entity Address, Address Line One	400 Fairview Avenue North
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98109
City Area Code	(206)
Local Phone Number	517-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	PI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false