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): February 2, 2021

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37824	91-2041398
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>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 February 10, 2021, Impinj Inc. (“Impinj” or the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020. A copy of the press release, entitled “Impinj Reports Fourth Quarter and Full Year 2020 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 2.05 Costs Associated with Exit or Disposal Activities.

On February 2, 2021, the Company committed to executing a restructuring plan in its go to market organization to strategically align the Company’s global sales, product, partner development and marketing teams. As part of the plan, the Company expects to eliminate approximately nine full-time positions within its go to market organization, representing about 3% of the Company’s workforce. The Company expects to incur restructuring charges of between approximately $1.0 million and $1.5 million for employee termination benefits and related costs as well as $0.1 million in other associated costs for legal expenses. All of the restructuring charges are expected to result in cash expenditures. The restructuring charges are expected to be recorded in the first and second quarters of 2021, when the activities comprising the plan are expected to be substantially completed.

This Item 2.05 contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements related to the expected costs associated with termination benefits, the reduction in workforce, the financial impact of the overall restructuring actions and the expected timing to complete the restructuring plan. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of those risks and uncertainties, which include, without limitation, risks related to the organizational restructuring and cost reduction efforts and the Company’s ability to accurately estimate the restructuring charges associated with the organizational restructuring. Other factors that could cause actual results to differ from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2020. In addition, the Company’s workforce reduction costs may be greater than anticipated and the workforce reduction and any future workforce and expense reductions may have an adverse impact on the Company’s development activities and results of operations. Readers should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. The Company disclaims any obligation to update information contained in any forward-looking statements contained in this Item 2.05 whether as a result of new information, future events, or otherwise.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

99.1	Press release dated February 10, 2021.
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<br><br><br>Chief Executive Officer

Date: February 10, 2021

pi-ex991_6.htm

Exhibit 99.1

Impinj Reports Fourth Quarter and Full Year 2020 Financial Results

SEATTLE, WA, Feb. 10, 2021– Impinj, Inc. (NASDAQ: PI), a leading provider and pioneer of RAIN RFID solutions, today released its financial results for the fourth quarter and year ended December 31, 2020.

“Our fourth-quarter results capped a strong close to a turbulent year,” said Chris Diorio, Impinj co-founder and CEO. “Despite the Covid-19 headwinds, Impinj exited 2020 having invested in our opportunity, introducing two new product families, achieving significant end-user success milestones and solidifying our structural advantage.”

Fourth Quarter 2020 Financial Summary

•	Revenue of $36.4 million
•	GAAP gross margin of 47.8%; non-GAAP gross margin of 50.4%
---	---
•	GAAP net loss of $15.7 million, or loss of $0.68 per diluted share using 23.2 million shares
---	---
•	Adjusted EBITDA loss of $3.1 million
---	---
•	Non-GAAP net loss of $3.5 million, or loss of $0.15 per diluted share using 23.2 million shares
---	---

Full Year 2020 Financial Summary

•	Revenue of $138.9 million
•	GAAP gross margin of 46.9%; non-GAAP gross margin of 49.0%
---	---
•	GAAP net loss of $51.9 million, or loss of $2.28 per diluted share using 22.8 million shares
---	---
•	Adjusted EBITDA loss of $11.5 million
---	---
•	Non-GAAP net loss of $12.8 million, or loss of $0.56 per diluted share using 22.8 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.

First Quarter 2021 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 first quarter of 2021 (in millions, except per share data):

	Three Months Ending
	March 31, 2021
Revenue	$41.0  to $43.0
GAAP Net loss	($13.8) to ($12.8)
Adjusted EBITDA loss	($3.0) to ($1.5)
Non-GAAP net loss	($3.5) to ($2.0)
GAAP Weighted-average shares — basic and diluted	23.75  to 23.85
GAAP Net loss per share — basic and diluted	($0.58) to ($0.53)
Non-GAAP Weighted-average shares — basic and diluted	23.75  to 23.85
Non-GAAP Net loss per share — basic and diluted	($0.15) to ($0.08)

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, Feb. 10, 2021 at 5:00 p.m. ET / 2:00 p.m. PT for analysts and investors to ask questions on its fourth quarter and full year 2020 results, as well as its outlook for its first quarter of 2021. Open to the public, investors may access the call by dialing +1-412-317-5196. A live webcast of the conference call will also be accessible on our website at investor.impinj.com. Following the webcast, an archived version will be available on the website for one year. A telephonic replay of the call will be available one hour after the call and will run for five business days and may be accessed by dialing +1-412-317-0088 and entering passcode 10150880.

Management’s prepared written remarks, along with quarterly financial data, will be made available on our website at investor.impinj.com commensurate 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 the market for RAIN RFID, our strategy, prospects, the impact of Covid-19, and financial considerations for the first quarter of 2021 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

ir@impinj.com

+1-206-315-4470

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)

			December 31, 2019 ^(1)^
Assets:
Current assets:
Cash and cash equivalents	23,636		$	66,898
Short-term investments	82,453			49,597
Accounts receivable, net	25,003			23,735
Inventory	36,329			34,153
Prepaid expenses and other current assets	3,943			2,386
Total current assets	171,364			176,769
Property and equipment, net	16,531			17,442
Operating lease right-of-use assets	13,761			16,501
Other non-current assets	2,079			453
Goodwill	3,881			3,881
Total assets	207,616		$	215,046
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	10,144		$	5,600
Accrued compensation and employee related benefits	5,529			5,859
Accrued and other current liabilities	1,468			4,107
Current portion of operating lease liabilities	3,641			3,380
Current portion of deferred revenue	6,811			551
Total current liabilities	27,593			19,497
Long-term debt, net of current portion	54,556			50,876
Operating lease liabilities, net of current portion	15,266			18,907
Deferred revenue, net of current portion	277			213
Other long-term liabilities	805			314
Total liabilities	98,497			89,807
Stockholders' equity:
Common stock, 0.001 par value	23			22
Additional paid-in capital	423,759			387,926
Accumulated other comprehensive income	3			34
Accumulated deficit	(314,666	)		(262,743	)
Total stockholders' equity	109,119			125,239
Total liabilities and stockholders' equity	207,616		$	215,046
(1) Certain immaterial amounts on our condensed consolidated balance sheets in prior periods have been reclassified to conform with current period presentation.

All values are in US Dollars.

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data, unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2020			2019			2020			2019
Revenue	$	36,448		$	40,821		$	138,923		$	152,836
Cost of revenue		19,034			20,889			73,783			78,834
Gross profit		17,414			19,932			65,140			74,002
Operating expenses:
Research and development		14,971			11,202			48,590			38,880
Sales and marketing		8,086			8,063			28,663			32,642
General and administrative		8,743			7,488			34,958			24,141
Total operating expenses		31,800			26,753			112,211			95,663
Loss from operations		(14,386	)		(6,821	)		(47,071	)		(21,661	)
Other income, net		66			295			650			1,242
Interest expense		(1,392	)		(531	)		(5,413	)		(1,794	)
Loss on debt extinguishment		—			(576	)		—			(576	)
Loss before income taxes		(15,712	)		(7,633	)		(51,834	)		(22,789	)
Income tax expense		(5	)		(47	)		(89	)		(198	)
Net loss	$	(15,717	)	$	(7,680	)	$	(51,923	)	$	(22,987	)
Net loss per share — basic and diluted	$	(0.68	)	$	(0.35	)	$	(2.28	)	$	(1.05	)
Weighted-average shares — basic and diluted		23,218			22,173			22,819			21,847

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Year Ended
	December 31,
	2020			2019
Operating activities:
Net loss	$	(51,923	)	$	(22,987	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		4,504			4,809
Stock-based compensation		25,675			18,486
Accretion of discount or amortization of premium on short-term investments		224			(506	)
Amortization of debt issuance costs and debt discount		3,680			206
Loss on debt extinguishment		—			576
Changes in operating assets and liabilities:
Accounts receivable		(1,268	)		(5,273	)
Inventory		(2,176	)		10,572
Prepaid expenses and other assets		(3,081	)		(524	)
Deferred revenue		6,324			(70	)
Accounts payable		3,491			1,046
Accrued compensation and employee related benefits		(330	)		(1,486	)
Operating lease right-of-use assets		2,740			2,153
Operating lease liabilities		(3,380	)		(3,038	)
Accrued liabilities and other liabilities		(1,357	)		744
Net cash provided by (used in) operating activities		(16,877	)		4,708
Investing activities:
Purchases of investments		(82,735	)		(72,413	)
Proceeds from maturities of investments		49,522			61,743
Purchases of property and equipment		(3,074	)		(2,429	)
Net cash used in investing activities		(36,287	)		(13,099	)
Financing activities:
Proceeds from issuance of 2019 Notes, net of issuance costs		—			83,475
Premiums paid for capped call transactions		—			(10,126	)
Principal payments on finance lease obligations		(257	)		(522	)
Payments on term and equipment loans		—			(28,192	)
Proceeds from term loans, net of debt issuance costs		—			3,991
Proceeds from exercise of stock options and employee stock purchase plan		10,159			9,133
Net cash provided by financing activities		9,902			57,759
Net increase (decrease) in cash and cash equivalents		(43,262	)		49,368
Cash and cash equivalents
Beginning of period		66,898			17,530
End of period	$	23,636		$	66,898

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; investigation costs; restructuring costs; settlement and related costs; other income, net; interest expense; loss on debt extinguishment; and income tax benefit (expense). In second-quarter 2020, we revised our definition of adjusted EBITDA to exclude litigation settlement costs for the class-action and derivative lawsuits, including related costs. 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. Excluding settlement and related costs did not impact non-GAAP net income (loss) previously reported for prior periods preceding the revision.

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; investigation costs; 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. In second-quarter 2020, we revised our definition of non-GAAP net income (loss) to exclude litigation settlement costs for the class-action and derivative lawsuits, including related costs. Excluding settlement and related costs did not impact non-GAAP net income (loss) previously reported for prior periods preceding the revision.

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)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2020			2019			2020			2019
GAAP Gross margin		47.8	%		48.8	%		46.9	%		48.4	%
Adjustments:
Depreciation		1.4	%		1.1	%		1.4	%		1.3	%
Stock-based compensation		1.2	%		0.7	%		0.7	%		0.5	%
Non-GAAP Gross margin		50.4	%		50.6	%		49.0	%		50.2	%
GAAP Net loss	$	(15,717	)	$	(7,680	)	$	(51,923	)	$	(22,987	)
Adjustments:
Depreciation		1,102			1,172			4,504			4,809
Stock-based compensation		10,174			6,673			25,675			18,486
Other income, net		(66	)		(295	)		(650	)		(1,242	)
Interest expense		1,392			531			5,413			1,794
Loss on debt extinguishment		—			576			—			576
Income tax expense		5			47			89			198
Settlement and related costs		—			—			5,359			—
Adjusted EBITDA	$	(3,110	)	$	1,024		$	(11,533	)	$	1,634
GAAP Net loss	$	(15,717	)	$	(7,680	)	$	(51,923	)	$	(22,987	)
Adjustments:
Depreciation		1,102			1,172			4,504			4,809
Stock-based compensation		10,174			6,673			25,675			18,486
Amortization of debt discount		929			140			3,566			140
Prepayment fees on debt extinguishment		—			470			—			470
Settlement and related costs		—			—			5,359			—
Non-GAAP Net income (loss)	$	(3,512	)	$	775		$	(12,819	)	$	918
Non-GAAP Net income (loss) per share:
Basic	$	(0.15	)	$	0.03		$	(0.56	)	$	0.04
Diluted	$	(0.15	)	$	0.03		$	(0.56	)	$	0.04
GAAP and non-GAAP Weighted-average shares — basic		23,218			22,173			22,819			21,847
GAAP Weighted-average shares  — diluted		23,218			22,173			22,819			21,847
Dilutive shares from stock plans		—			657			—			705
Non-GAAP Weighted-average shares  — diluted		23,218			22,830			22,819			22,552

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
	March 31,
	2021
GAAP Net loss	$	(13,250	)
Adjustments:
Forecasted Depreciation		1,200
Forecasted Stock-based compensation		7,840
Forecasted Restructuring costs		1,510
Forecasted Interest expense		525
Forecasted Other income, net		(25	)
Forecasted Income tax expense		—
Adjusted EBITDA loss	$	(2,200	)
GAAP Net loss	$	(13,250	)
Adjustments:
Forecasted Depreciation		1,200
Forecasted Stock-based compensation		7,840
Forecasted Restructuring costs		1,510
Non-GAAP Net loss	$	(2,700	)
GAAP Net loss per share — basic and diluted	$	(0.56	)
Non-GAAP Net loss per share — basic and diluted	$	(0.11	)
GAAP weighted-average shares — basic and diluted		23,800
Non-GAAP weighted-average shares — basic and diluted		23,800