December 9, 2019
Eric Brodersen
President and Chief Operating 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, 2018
Filed February 28, 2019
File No. 001-37824
Dear Mr. Brodersen:
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, 2018
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 48
1. We note that the main factors impacting your revenue in 2018 and 2017
were customer
demand and average selling price. Please quantify by each factor that
influences the
variance of the revenue in annual periods and interim periods of future
filings. For
example, quantify by volume, price, and other factors for the variance of
revenue. Also, in
this regard, we note a discussion of gross profit but did not observe a
separate discussion
of the cost of revenue. Given the significance of such costs to your
results of operations
for each period presented, please revise and expand your MD&A of future
filings to
separately quantify and discuss factors responsible for changes in the
company's cost of
revenue. Refer to Item 303 of Regulation S-K.
Eric Brodersen
Impinj, Inc.
December 9, 2019
Page 2
2. We also note from page 73 that you reserved for $3.2 million related
to a product
exchange that you completed in the first quarter of 2018. Please
explain to us in greater
detail the facts and circumstance behind this adjustment.
Non-GAAP Financial Measures, page 52
3. We note that your key non-GAAP liquidity and performance measures
include adjusted
EBITDA and non-GAAP net income (loss). Please clarify to us whether
these two
measures are non-GAAP liquidity measures or non-GAAP performance
measures.
4. In regards to your non-GAAP liquidity measures, explain to us how you
considered the
guidance under Question 102.06 of Non-GAAP Financial Measures
Compliance
& Disclosure Interpretations (CD&I).
5. We note that you define non-GAAP net income (loss) as net income
(loss) determined in
accordance with GAAP, excluding the effects of amortization of debt
issuance costs and
write-off of unamortized debt issuance costs among others. Debt
issuance costs and the
write-offs related to those costs appear to be cash operating expenses
necessary to operate
your company's business. Please refer to Question 100.01 of Non-GAAP
Financial
Measures CD&I, and explain to us why the exclusion of those items is
appropriate.
Notes to the Financial Statements
Note 6 Income Taxes, page 80
6. Please tell us why you do not disclose the components of income (loss)
before income tax
expense (benefit) as either domestic or foreign. Refer to Rule
4-08(j)(1) of Regulation S-
X.
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 John Cash at
202-551-3768 with
any questions.
FirstName LastNameEric Brodersen Sincerely,
Comapany NameImpinj, Inc.
Division of
Corporation Finance
December 9, 2019 Page 2 Office of
Manufacturing
FirstName LastName