SEC Comment Letter 0000000000-23-004850 to IMPINJ INC (PI) (CIK 0001114995) (PI)
IMPINJ INC (PI) (CIK 0001114995)
Date: May 9, 2023 · CIK: 0001114995 · Accession: 0000000000-23-004850
AI Filing Summary & Sentiment
File numbers found in text: 001-37824
Letter
United States securities and exchange commission logo May 9, 2023 Cary Baker Chief Financial Officer Impinj, Inc. 400 Fairview Avenue North Suite 1200 Seattle, Washington 98109 Re:Impinj, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 13, 2023 File No. 001-37824 Dear Cary Baker: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 42 1.We note you present a non-GAAP financial measure you identify as Non-GAAP Net Income (Loss); however, the measure does not appear to include any income tax effects. Please revise your measure in future filings to separately present and include related income tax effects or explain how you determined your current measure complies with Question 102.11 of the SEC’s Division of Corporation Finance C&DIs related to Non- GAAP Financial Measures which requires that non-GAAP financial measures include current and deferred income tax expense commensurate with the non-GAAP measure of profitability. Please be advised, although we note you recorded GAAP net losses during the periods presented, it would not be appropriate to consider potential tax benefits from GAAP losses in determining the income tax effects related to Non-GAAP Net Income
FirstName LastNameCary Baker Comapany NameImpinj, Inc. May 9, 2023 Page 2 FirstName LastName Cary Baker Impinj, Inc. May 9, 2023 Page 2 since that would not result in current and deferred income tax expense commensurate with the non-GAAP measure of profitability. This comment is also applicable to your presentation of Non-GAAP Net Income in Earnings Releases filed under Form 8-K and quarterly filings under Form 10-Q. Consolidated Financial Statements Note 9. Stock-Based Awards, page 73 2.You state you estimated volatility based on a combination of your historical volatility and reported market value data for a group of publicly traded entities that you believe are relatively comparable. Since your company has been public since 2016, please explain why you believe your methodology is appropriate and tell us when you expect you will no longer consider the volatility of other entities. Tell us what your volatility would have been if you only considered the company’s expected and historical volatility and tell us how that would have impacted stock compensation expense. Refer to ASC 718-10-55- 37 and SAB Topic 14.D.1 Question 6. In addition, explain why you believe it is appropriate to apply the simplified approach to determine the expected term of stock options. Refer to SAB Topic 14.D.2 Question 6.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
May 9, 2023
Cary Baker
Chief Financial Officer
Impinj, Inc.
400 Fairview Avenue North
Suite 1200
Seattle, Washington 98109
Re:Impinj, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 13, 2023
File No. 001-37824
Dear Cary Baker:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 42
1.We note you present a non-GAAP financial measure you identify as Non-GAAP Net
Income (Loss); however, the measure does not appear to include any income tax effects.
Please revise your measure in future filings to separately present and include related
income tax effects or explain how you determined your current measure complies with
Question 102.11 of the SEC’s Division of Corporation Finance C&DIs related to Non-
GAAP Financial Measures which requires that non-GAAP financial measures include
current and deferred income tax expense commensurate with the non-GAAP measure of
profitability. Please be advised, although we note you recorded GAAP net losses during
the periods presented, it would not be appropriate to consider potential tax benefits from
GAAP losses in determining the income tax effects related to Non-GAAP Net Income
FirstName LastNameCary Baker
Comapany NameImpinj, Inc.
May 9, 2023 Page 2
FirstName LastName
Cary Baker
Impinj, Inc.
May 9, 2023
Page 2
since that would not result in current and deferred income tax expense commensurate with
the non-GAAP measure of profitability. This comment is also applicable to your
presentation of Non-GAAP Net Income in Earnings Releases filed under Form 8-K and
quarterly filings under Form 10-Q.
Consolidated Financial Statements
Note 9. Stock-Based Awards, page 73
2.You state you estimated volatility based on a combination of your historical volatility and
reported market value data for a group of publicly traded entities that you believe are
relatively comparable. Since your company has been public since 2016, please explain
why you believe your methodology is appropriate and tell us when you expect you will no
longer consider the volatility of other entities. Tell us what your volatility would have
been if you only considered the company’s expected and historical volatility and tell us
how that would have impacted stock compensation expense. Refer to ASC 718-10-55-
37 and SAB Topic 14.D.1 Question 6. In addition, explain why you believe it is
appropriate to apply the simplified approach to determine the expected term of stock
options. Refer to SAB Topic 14.D.2 Question 6.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing