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): April 26, 2023
Impinj, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-37824 |
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91-2041398 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number)
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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).
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Emerging growth company |
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☐ |
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. ☐
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Item 2.02 |
Results of Operations and Financial Conditions. |
On April 26, 2023, Impinj Inc. (“Impinj” or the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended March 31, 2023. A copy of the press release, entitled “Impinj Reports First 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 24, 2023, Gregory Sessler, a member of the Company’s board of directors (the “Board”), notified the Board of his decision not to stand for re-election at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), when his current term as a director will expire. Mr. Sessler will continue to serve as a director until the 2023 Annual Meeting. Mr. Sessler’s decision to not stand for re-election is not related to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 |
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104 |
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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.
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Impinj, Inc. |
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By: |
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/s/ Chris Diorio |
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Chris Diorio Chief Executive Officer |
Date: April 26, 2023
Exhibit 99.1
Impinj Reports First Quarter 2023 Financial Results
SEATTLE, WA, April 26, 2023– Impinj, Inc. (NASDAQ: PI), a leading provider and pioneer of RAIN RFID solutions, today released its financial results for the first quarter ended March 31, 2023.
“Our first-quarter results were solid, with record revenue and a very strong multi-quarter endpoint IC backlog,” said Chris Diorio, Impinj co-founder and CEO. “With confidence in our platform solutions and the secular market growth, we are well positioned to capitalize on our opportunity.”
First Quarter 2023 Financial Summary
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.
Second 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 second quarter of 2023 (in millions, except per share data):
|
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Three Months Ending |
|
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June 30, 2023 |
Revenue |
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$84.0 to $87.0 |
GAAP Net loss |
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($6.8) to ($5.3) |
Adjusted EBITDA income |
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$8.8 to $10.3 |
GAAP Weighted-average shares — basic and diluted |
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26.60 to 26.80 |
GAAP Net loss per share — basic and diluted |
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($0.25 ) to ($0.20 ) |
Non-GAAP Net income |
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$8.2 to $9.7 |
Non-GAAP Weighted-average shares — basic |
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26.60 to 26.80 |
Non-GAAP Weighted-average shares — diluted |
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28.80 to 29.00 |
Non-GAAP Net income per share — basic |
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$0.31 to $0.36 |
Non-GAAP Net income per share — diluted |
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$0.28 to $0.33 |
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, April 26, 2023 at 5:00 p.m. ET / 2:00 p.m. PT to discuss its first-quarter 2023 results, as well as its outlook for its second-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 1025662.
Management’s prepared written remarks, along with quarterly financial data, will be made available on the company’s website at investor.impinj.com along with this release.
Impinj Investor Day 2023
Impinj will host an Investor Day on June 13, 2023, beginning at 4:30 p.m. ET / 1:30 p.m. PT. A live audio webcast and replay of the presentations with slides will be available on the company’s website at investor.impinj.com. Due to limited space, in-person attendance is by invitation only.
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, as well as financial considerations for the second 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)
|
March 31, 2023 |
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December 31, 2022 |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
$ |
37,483 |
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$ |
19,597 |
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Short-term investments |
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117,061 |
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154,148 |
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Accounts receivable, net |
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60,966 |
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|
|
49,996 |
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Inventory |
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85,809 |
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|
|
46,397 |
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Prepaid expenses and other current assets |
|
3,835 |
|
|
|
5,032 |
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Total current assets |
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305,154 |
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|
|
275,170 |
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Long-term investments |
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10,177 |
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|
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19,200 |
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Property and equipment, net |
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41,800 |
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39,027 |
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Operating lease right-of-use assets |
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9,795 |
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|
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10,490 |
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Other non-current assets |
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1,844 |
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|
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1,969 |
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Goodwill |
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3,881 |
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|
|
3,881 |
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Total assets |
$ |
372,651 |
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$ |
349,737 |
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Liabilities and stockholders' equity (deficit): |
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Current liabilities: |
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Accounts payable |
$ |
36,713 |
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$ |
25,024 |
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Accrued compensation and employee related benefits |
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7,042 |
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|
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9,048 |
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Accrued and other current liabilities |
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7,381 |
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|
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2,925 |
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Current portion of operating lease liabilities |
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2,966 |
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|
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3,122 |
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Current portion of deferred revenue |
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502 |
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|
|
2,250 |
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Total current liabilities |
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54,604 |
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|
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42,369 |
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Long-term debt, net of current portion |
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280,644 |
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280,244 |
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Operating lease liabilities, net of current portion |
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10,331 |
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|
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11,066 |
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Other long-term liabilities |
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134 |
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118 |
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Deferred revenue, net of current portion |
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317 |
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|
|
349 |
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Total liabilities |
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346,030 |
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|
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334,146 |
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Stockholders' equity: |
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|
|
|
|
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Common stock, $0.001 par value |
|
27 |
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26 |
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Additional paid-in capital |
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418,342 |
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403,599 |
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Accumulated other comprehensive loss |
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(605 |
) |
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(1,249 |
) |
Accumulated deficit |
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(391,143 |
) |
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(386,785 |
) |
Total stockholders' equity |
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26,621 |
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15,591 |
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Total liabilities and stockholders' equity (deficit) |
$ |
372,651 |
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$ |
349,737 |
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IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
|
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Three Months Ended |
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March 31, |
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|||||
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2023 |
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2022 |
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Revenue |
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$ |
85,897 |
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$ |
53,144 |
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Cost of revenue |
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42,367 |
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24,365 |
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Gross profit |
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43,530 |
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28,779 |
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Operating expenses: |
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Research and development |
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22,435 |
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17,989 |
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Sales and marketing |
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9,973 |
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9,299 |
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General and administrative |
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15,564 |
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|
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10,806 |
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Total operating expenses |
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47,972 |
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38,094 |
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Income (loss) from operations |
|
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(4,442 |
) |
|
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(9,315 |
) |
Other income, net |
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1,365 |
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|
164 |
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Interest expense |
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(1,209 |
) |
|
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(1,261 |
) |
Loss before income taxes |
|
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(4,286 |
) |
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(10,412 |
) |
Income tax expense |
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(72 |
) |
|
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(49 |
) |
Net loss |
|
$ |
(4,358 |
) |
|
$ |
(10,461 |
) |
Net loss per share — basic and diluted |
|
$ |
(0.17 |
) |
|
$ |
(0.42 |
) |
Weighted-average shares — basic and diluted |
|
|
26,285 |
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|
|
24,980 |
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IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
|
|
Three Months Ended |
|
|||||
|
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March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Operating activities: |
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|
|
|
|
|
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Net loss |
|
$ |
(4,358 |
) |
|
$ |
(10,461 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
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|
|
|
|
|
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Depreciation |
|
|
1,793 |
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|
|
1,508 |
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Stock-based compensation |
|
|
10,224 |
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|
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11,314 |
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Accretion of discount or amortization of premium on investments |
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(766 |
) |
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|
301 |
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Amortization of debt issuance costs |
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400 |
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|
403 |
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Changes in operating assets and liabilities: |
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|
|
|
|
|
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Accounts receivable |
|
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(10,970 |
) |
|
|
(3,084 |
) |
Inventory |
|
|
(39,412 |
) |
|
|
(9,603 |
) |
Prepaid expenses and other assets |
|
|
1,389 |
|
|
|
(2,142 |
) |
Accounts payable |
|
|
14,650 |
|
|
|
(2,768 |
) |
Accrued compensation and employee related benefits |
|
|
(2,006 |
) |
|
|
(1,775 |
) |
Accrued and other liabilities |
|
|
4,472 |
|
|
|
1,242 |
|
Operating lease right-of-use assets |
|
|
695 |
|
|
|
804 |
|
Operating lease liabilities |
|
|
(891 |
) |
|
|
(1,008 |
) |
Deferred revenue |
|
|
(1,780 |
) |
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|
433 |
|
Net cash used in operating activities |
|
|
(26,560 |
) |
|
|
(14,836 |
) |
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|
|
|
|
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|
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Investing activities: |
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|
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|
|
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Purchases of investments |
|
|
— |
|
|
|
(67,085 |
) |
Proceeds from sales of investments |
|
|
13,372 |
|
|
|
— |
|
Proceeds from maturities of investments |
|
|
34,136 |
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|
|
20,000 |
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Purchases of property and equipment |
|
|
(7,582 |
) |
|
|
(3,050 |
) |
Net cash provided by (used in) investing activities |
|
|
39,926 |
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|
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(50,135 |
) |
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|
|
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Financing activities: |
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|
|
|
|
|
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Proceeds from exercise of stock options and employee stock purchase plan |
|
|
4,520 |
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|
|
4,611 |
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Net cash provided by financing activities |
|
|
4,520 |
|
|
|
4,611 |
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Net increase (decrease) in cash and cash equivalents |
|
|
17,886 |
|
|
|
(60,360 |
) |
Cash and cash equivalents |
|
|
|
|
|
|
||
Beginning of period |
|
|
19,597 |
|
|
|
123,903 |
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End of period |
|
$ |
37,483 |
|
|
$ |
63,543 |
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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. During the first quarter of 2023, we revised our definition of adjusted EBITDA to exclude acquisition transaction expenses 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), excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation; restructuring costs; settlement and related costs; amortization of debt discount related to the equity component of our convertible notes; and prepayment penalty on debt extinguishment. During the first quarter of 2023, we revised our definition of non-GAAP net income (loss) to exclude acquisition transaction expenses in connection with our Voyantic Oy acquisition.
GAAP requires that certain convertible debt instruments that may be settled in cash on conversion be accounted for as separate liability and equity components in a manner that reflects our non-convertible debt borrowing rate. This accounting results in the debt component being treated as though it was issued at a discount, with the debt discount being amortized as additional non-cash interest expense over the debt instrument term using the effective interest method. As a result, we believe that excluding this non-cash interest expense attributable to the debt discount in calculating our non-GAAP net income (loss) is useful because this interest expense is not indicative of our ongoing operational performance.
IMPINJ, INC.
RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(in thousands, except percentages, unaudited)
|
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Three Months Ended |
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|||||
|
|
March 31, |
|
|||||
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|
2023 |
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|
2022 |
|
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GAAP Gross margin |
|
|
50.7 |
% |
|
|
54.2 |
% |
Adjustments: |
|
|
|
|
|
|
||
Depreciation |
|
|
1.2 |
% |
|
|
1.7 |
% |
Stock-based compensation |
|
|
0.5 |
% |
|
|
1.1 |
% |
Non-GAAP Gross margin |
|
|
52.4 |
% |
|
|
57.0 |
% |
|
|
|
|
|
|
|
||
GAAP Net loss |
|
$ |
(4,358 |
) |
|
$ |
(10,461 |
) |
Adjustments: |
|
|
|
|
|
|
||
Depreciation |
|
|
1,793 |
|
|
|
1,508 |
|
Stock-based compensation |
|
|
10,224 |
|
|
|
11,314 |
|
Other income, net |
|
|
(1,365 |
) |
|
|
(164 |
) |
Interest expense |
|
|
1,209 |
|
|
|
1,261 |
|
Income tax expense |
|
|
72 |
|
|
|
49 |
|
Acquisition transaction expense |
|
|
1,042 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
8,617 |
|
|
$ |
3,507 |
|
|
|
|
|
|
|
|
||
GAAP Net loss |
|
$ |
(4,358 |
) |
|
$ |
(10,461 |
) |
Adjustments: |
|
|
|
|
|
|
||
Depreciation |
|
|
1,793 |
|
|
|
1,508 |
|
Stock-based compensation |
|
|
10,224 |
|
|
|
11,314 |
|
Acquisition transaction expense |
|
|
1,042 |
|
|
|
— |
|
Non-GAAP Net income |
|
$ |
8,701 |
|
|
$ |
2,361 |
|
Non-GAAP Net income per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
0.33 |
|
|
$ |
0.09 |
|
Diluted |
|
$ |
0.30 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
|
||
GAAP Weighted-average shares — diluted |
|
|
26,285 |
|
|
|
24,980 |
|
Dilutive shares from stock plans |
|
|
2,268 |
|
|
|
2,001 |
|
Non-GAAP Weighted-average shares — diluted |
|
|
28,553 |
|
|
|
26,981 |
|
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 |
|
|
|
|
June 30, |
|
|
|
|
2023 |
|
|
GAAP Net loss |
|
$ |
(6,010 |
) |
Adjustments: |
|
|
|
|
Forecasted Depreciation |
|
|
1,930 |
|
Forecasted Stock-based compensation |
|
|
13,060 |
|
Forecasted Interest expense |
|
|
1,260 |
|
Forecasted Other income, net |
|
|
(750 |
) |
Forecasted Income tax expense |
|
|
60 |
|
Adjusted EBITDA |
|
$ |
9,550 |
|
|
|
|
|
|
GAAP Net loss |
|
$ |
(6,010 |
) |
Adjustments: |
|
|
|
|
Forecasted Depreciation |
|
|
1,930 |
|
Forecasted Stock-based compensation |
|
|
13,060 |
|
Non-GAAP Net income |
|
$ |
8,980 |
|
|
|
|
|
|
GAAP Net loss per share — basic and diluted |
|
$ |
(0.23 |
) |
Non-GAAP Net income per share |
|
|
|
|
Basic |
|
$ |
0.34 |
|
Diluted |
|
$ |
0.31 |
|
|
|
|
|
|
GAAP weighted-average shares — basic and diluted |
|
|
26,700 |
|
|
|
|
|
|
Non-GAAP weighted-average shares — basic |
|
|
26,700 |
|
Dilutive shares from stock plans |
|
|
2,200 |
|
Non-GAAP weighted-average shares — diluted |
|
|
28,900 |
|