UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
For the transition period from to .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 13, 2023,
IMPINJ, INC.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
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3 |
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Item 1. |
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4 |
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4 |
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5 |
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6 |
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7 |
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Condensed Consolidated Statements of Changes in Stockholders' Equity |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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31 |
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Item 4. |
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32 |
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Item 1. |
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33 |
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Item 1A. |
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33 |
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Item 2. |
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50 |
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Item 3. |
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51 |
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Item 4. |
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51 |
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Item 5. |
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51 |
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Item 6. |
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52 |
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53 |
2
Risk Factor Summary
Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this report captioned “Risk
Factors.” These risks include, but are not limited to, the following:
3
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
IMPINJ, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value, unaudited)
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September 30, 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 |
$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term investments |
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— |
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Property and equipment, net |
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Intangible assets, net |
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— |
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Operating lease right-of-use assets |
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Other non-current assets |
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Goodwill |
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Total assets |
$ |
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$ |
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Liabilities and stockholders' equity: |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Accrued compensation and employee related benefits |
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Accrued and other current liabilities |
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Current portion of operating lease liabilities |
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Current portion of deferred revenue |
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Total current liabilities |
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Long-term debt |
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Operating lease liabilities, net of current portion |
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Deferred tax liabilities, net |
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Deferred revenue, net of current portion |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Amortization of intangibles |
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— |
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— |
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Total operating expenses |
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Loss from operations |
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Other income, net |
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Induced conversion expense |
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— |
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— |
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— |
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Interest expense |
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Loss before income taxes |
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Income tax benefit (expense) |
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Net loss |
$ |
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$ |
( |
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$ |
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$ |
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Net loss per share — basic and diluted |
$ |
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$ |
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$ |
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$ |
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Weighted-average shares outstanding — basic and diluted |
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See accompanying notes to condensed consolidated financial statements.
5
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net loss |
$ |
( |
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$ |
( |
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$ |
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$ |
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Other comprehensive gain (loss), net of tax: |
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Unrealized gain (loss) on investments |
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Foreign currency translation adjustments |
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— |
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— |
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Total other comprehensive gain (loss) |
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( |
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Comprehensive loss |
$ |
( |
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$ |
( |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
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Nine Months Ended September 30, |
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2023 |
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2022 |
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Operating activities: |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Accretion of discount or amortization of premium on investments |
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Amortization of debt issuance costs |
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Induced conversion expense related to convertible notes |
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— |
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Deferred tax expense |
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( |
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— |
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Changes in operating assets and liabilities, net of amounts acquired: |
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Accounts receivable |
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Inventory |
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( |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued compensation and employee related benefits |
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Accrued and other liabilities |
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Operating lease right-of-use assets |
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Operating lease liabilities |
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( |
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Deferred revenue |
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( |
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Net cash provided by (used in) operating activities |
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Investing activities: |
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Purchases of investments |
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— |
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Proceeds from sales of investments |
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— |
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Proceeds from maturities of investments |
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Proceeds from sale of property and equipment |
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— |
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Purchases of intangible assets |
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( |
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— |
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Purchases of property and equipment |
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( |
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Business acquisitions, net of cash acquired |
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( |
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— |
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Net cash provided by (used in) investing activities |
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( |
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Financing activities: |
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Proceeds from exercise of stock options and employee stock purchase plan |
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Payment of 2019 Notes |
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— |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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— |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents |
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Beginning of period |
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End of period |
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$ |
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$ |
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Supplemental disclosure of cashflow information: |
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Cash paid for interest |
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$ |
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Purchases of property and equipment not yet paid |
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Operating lease liabilities arising from obtaining ROU assets |
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— |
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Lease liabilities arising from remeasurement of ROU assets |
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— |
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— |
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Acquisition-related contingent consideration liability |
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— |
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See accompanying notes to condensed consolidated financial statements.
7
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, unaudited)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (loss) |
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Equity |
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Balance at December 31, 2022 |
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$ |
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Issuance of common stock |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Common stock issued for Voyantic acquisition (Note 4) |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Accumulated |
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Total |
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Additional |
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Other |
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Stockholders' |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Equity |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (loss) |
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(Deficit) |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Issuance of common stock |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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