Impinj(PI) - 2023 Q2 - Quarterly Report

Risk Factor Summary Key risks include market competition, RAIN RFID adoption uncertainty, supplier reliance, historical losses, and convertible note obligations - The company operates in a highly competitive market[8] - RAIN RFID adoption is concentrated in key industries, and its pace beyond those industries is uncertain[8] - The company relies on a limited number of third-party suppliers and a small number of customers for a large share of its revenue[8] - Impinj has a history of losses and has only achieved profitability intermittently, with no certainty of future sustained profitability[8] - There is a risk of insufficient cash flow to satisfy obligations under the $287.5 million convertible senior notes due 2027[8] PART I. — FINANCIAL INFORMATION This section presents unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures Item 1. Financial Statements (Unaudited) This section presents unaudited condensed consolidated financial statements and detailed notes on accounting policies and disclosures Condensed Consolidated Balance Sheets This table provides a snapshot of the company's financial position, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :-------------- | :---------------- | | Total current assets | $283,623 | $275,170 | | Total assets | $383,546 | $349,737 | | Total current liabilities | $50,878 | $42,369 | | Total liabilities | $346,751 | $334,146 | | Total stockholders' equity | $36,795 | $15,591 | | Cash and cash equivalents | $45,244 | $19,597 | | Inventory | $112,323 | $46,397 | | Goodwill | $19,516 | $3,881 | Condensed Consolidated Statements of Operations This table presents the company's revenues, costs, gross profit, and net loss over specified interim periods Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :----------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $85,986 | $59,796 | $171,883 | $112,940 | | Cost of revenue | $42,172 | $28,294 | $84,539 | $52,659 | | Gross profit | $43,814 | $31,502 | $87,344 | $60,281 | | Loss from operations | $(8,369) | $(8,476) | $(12,811) | $(17,791) | | Net loss | $(8,066) | $(11,523) | $(12,424) | $(21,984) | | Net loss per share — basic and diluted | $(0.30) | $(0.45) | $(0.47) | $(0.87) | Condensed Consolidated Statements of Comprehensive Loss This table details the company's net loss and other comprehensive income or loss components for interim periods Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(8,066) | $(11,523) | $(12,424) | $(21,984) | | Unrealized gain (loss) on investments | $193 | $(510) | $837 | $(1,187) | | Foreign currency translation adjustments | $87 | — | $87 | — | | Total other comprehensive gain (loss) | $280 | $(510) | $924 | $(1,187) | | Comprehensive loss | $(7,786) | $(12,033) | $(11,500) | $(23,171) | Condensed Consolidated Statements of Cash Flows This table summarizes cash inflows and outflows from operating, investing, and financing activities for interim periods Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(49,104) | $(7,639) | | Net cash provided by (used in) investing activities | $68,991 | $(72,616) | | Net cash provided by (used in) financing activities | $5,753 | $(11,068) | | Net increase (decrease) in cash and cash equivalents | $25,647 | $(91,323) | | Cash and cash equivalents, End of period | $45,244 | $32,580 | Condensed Consolidated Statements of Changes in Stockholders' Equity This section outlines changes in the company's equity accounts, including common stock and accumulated deficit, over the period Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | Balance at December 31, 2022 | Balance at June 30, 2023 | | :-------------------------- | :--------------------------- | :----------------------- | | Common Stock (Shares) | 26,098 | 26,819 | | Common Stock (Amount) | $26 | $27 | | Additional Paid-in Capital | $403,599 | $436,302 | | Accumulated Deficit | $(386,785) | $(399,209) | | Accumulated Other Comprehensive Loss | $(1,249) | $(325) | | Total Stockholders' Equity | $15,591 | $36,795 | - Total stockholders' equity increased by $21.2 million from December 31, 2022, to June 30, 2023, primarily due to increases in additional paid-in capital from stock issuances and stock-based compensation, partially offset by net losses[18] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements Note 1. Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the condensed consolidated financial statements - The condensed consolidated financial statements are prepared in conformity with U.S. GAAP and SEC interim financial reporting rules[21] - Business combinations are accounted for using the acquisition method, allocating the purchase price to assets acquired and liabilities assumed at fair value, with goodwill representing the excess consideration over net assets[23][25] - Identifiable intangible assets with finite lives are amortized on a straight-line basis over their useful lives[26] Note 2. Fair Value Measurements This note details the company's fair value measurements, categorizing assets and liabilities based on input observability - Fair value measurements are categorized into a three-level hierarchy based on the observability of inputs: Level 1 (quoted prices in active markets), Level 2 (observable market data for similar instruments), and Level 3 (unobservable inputs)[31] - A contingent consideration liability of $4.6 million related to the Voyantic Oy acquisition was recorded as of June 30, 2023, valued using Level 3 unobservable inputs via a Monte Carlo simulation[34][36] Assets and Liabilities Measured at Fair Value (in thousands) | Category | June 30, 2023 (Total) | December 31, 2022 (Total) | | :-------------------------- | :-------------------- | :------------------------ | | Cash equivalents | $30,062 | $14,620 | | Short-term investments | $63,656 | $154,148 | | Long-term investments | $5,995 | $19,200 | | Total assets at fair value | $99,713 | $187,968 | | Acquisition-related contingent consideration liability | $4,602 | — | Note 3. Inventory This note provides a breakdown of inventory components and highlights significant changes over the reporting period Inventory Details (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :-------------- | :------------ | :---------------- | | Raw materials | $25,630 | $14,678 | | Work-in-process | $45,369 | $14,525 | | Finished goods | $41,324 | $17,194 | | Total inventory | $112,323 | $46,397 | - Total inventory increased significantly by $65.9 million from December 31, 2022, to June 30, 2023, driven by increases across raw materials, work-in-process, and finished goods[40] Note 4. Goodwill and Intangible Assets This note details the company's goodwill and intangible assets, including additions from recent acquisitions - On April 3, 2023, Impinj acquired Voyantic Oy for $32.7 million, adding label design, manufacturing, and test systems to its product offerings[41] - The acquisition resulted in an addition of $15.6 million in goodwill and $18.4 million in intangible assets[42] Goodwill (in thousands) | Metric | June 30, 2023 | | :-------------------------- | :-------------- | | Balance at beginning of period | $3,881 | | Additions from acquisition | $15,590 | | Foreign currency translation adjustment | $45 | | Total | $19,516 | Definite-lived Intangible Assets (in thousands, as of June 30, 2023) | Asset Category | Estimated Useful Life (Years) | Net Amount | | :------------------ | :---------------------------- | :--------- | | Customer Relationships | 1 | $2,742 | | Developed Technology | 7.25 | $12,433 | | Patent | 3 | $250 | | Tradename | 8 | $1,162 | | Total | N/A | $16,587 | Note 5. Stock-Based Awards This note presents the stock-based compensation expense recognized across various categories for interim periods Stock-Based Compensation Expense (in thousands) | Expense Category | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cost of revenue | $472 | $299 | $889 | $898 | | Research and development expense | $5,879 | $4,336 | $10,448 | $9,111 | | Sales and marketing expense | $2,790 | $2,642 | $4,929 | $5,394 | | General and administrative expense | $4,007 | $3,582 | $7,106 | $6,770 | | Total stock-based compensation expense | $13,148 | $10,859 | $23,372 | $22,173 | - Total stock-based compensation expense increased by $2.289 million for the three months ended June 30, 2023, and by $1.199 million for the six months ended June 30, 2023, compared to the prior year periods[48] Note 6. Commitments and Contingencies This note outlines the company's purchase commitments and provides updates on ongoing patent infringement lawsuits - The company is committed to purchase $43.7 million of inventory as of June 30, 2023[50] - A jury returned a verdict in Impinj's favor in a patent infringement lawsuit against NXP in California, finding willful infringement and awarding approximately $18.9 million in damages[54] - In a separate patent infringement lawsuit filed by NXP against Impinj in Washington, a jury found Impinj did not infringe the patent, and a final judgment was entered in Impinj's favor[57] - Impinj and NXP are involved in additional ongoing patent infringement lawsuits in Texas and China[58][62] Note 7. Long-term debt This note details the company's convertible senior notes, including their terms, interest expense, and fair value - Impinj issued $287.5 million aggregate principal amount of 1.125% convertible senior notes due May 15, 2027 (2021 Notes)[66] - The initial conversion rate for the 2021 Notes is 9.0061 shares per $1,000 principal amount, corresponding to an initial conversion price of $111.04 per share[66] Interest Expense Related to Notes (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amortization of debt issuance costs | $402 | $403 | $802 | $807 | | Cash interest expense | $809 | $847 | $1,618 | $1,704 | | Total interest expense | $1,211 | $1,250 | $2,420 | $2,511 | - The fair value of the 2021 Notes was estimated at $312.6 million as of June 30, 2023, and $347.4 million as of December 31, 2022[72] Note 8. Net Loss Per Share This note presents the calculation of basic and diluted net loss per share, including the treatment of common stock equivalents Net Loss Per Share (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(8,066) | $(11,523) | $(12,424) | $(21,984) | | Weighted-average shares outstanding | 26,713 | 25,429 | 26,499 | 25,204 | | Net loss per share — basic and diluted | $(0.30) | $(0.45) | $(0.47) | $(0.87) | - Common stock equivalents (stock options, RSUs, MSUs, PSUs, employee stock purchase plan shares, and 2021 Notes) were excluded from diluted net loss per share calculations because their effect would have been antidilutive[75] Note 9. Segment Information This note clarifies that Impinj operates as a single reportable segment and provides a breakdown of revenue categories - Impinj operates as a single reportable and operating segment, focusing on the development and sale of RAIN products and services[76] Revenue Categories (in thousands) | Category | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :---------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Endpoint ICs | $64,905 | $42,854 | $131,954 | $81,649 | | Systems | $21,081 | $16,942 | $39,929 | $31,291 | | Total revenue | $85,986 | $59,796 | $171,883 | $112,940 | Note 10. Deferred Revenue This note details the changes in deferred revenue, including deferrals, recognition, and acquisition-related balances Changes in Deferred Revenue (in thousands) | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | | Balance at beginning of period | $2,599 | $794 | | Opening balance from Voyantic acquisition | $1,233 | — | | Deferral of revenue | $1,672 | $2,661 | | Recognition of deferred revenue | $(2,640) | $(459) | | Balance at end of period | $2,864 | $2,996 | - The company recognized $2.0 million of revenue related to amounts included in deferred revenue as of December 31, 2022, for the six months ended June 30, 2023[78] Note 11. Related-Party Transactions This note discloses transactions with related parties, including consulting agreements and patent acquisitions - A consulting agreement with Cathal Phelan, a board member, ceased on January 1, 2023, as he joined the company as Chief Innovation Officer[80] - On June 23, 2023, Impinj acquired a patent for its endpoint IC products from a related party for $250,000[81] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Impinj's financial condition, results of operations, business overview, and performance factors Our Business This section outlines Impinj's vision for the Internet of Things and describes its platform and partner ecosystem - Impinj's vision is to enable a boundless Internet of Things (IoT) by wirelessly connecting every physical item to a digital counterpart in the cloud[85] - The company's platform comprises endpoint ICs (for item identification), systems (reader ICs, readers, gateways, software, cloud services, and test solutions), and a partner ecosystem[87][88] - The platform utilizes RAIN RFID technology, which Impinj spearheaded, offering features like battery-free operation, 30-foot range, and high read rates at a low cost[89][90] Factors Affecting Our Performance This section discusses key influences on Impinj's financial results, such as supply chain, R&D, market adoption, ASPs, and seasonality - Impinj experienced IC wafer shortages in 2021 and 2022, which constrained its ability to meet customer demand, but achieved sustainable inventory levels by June 30, 2023[91][93][94] - The company continues to invest in research and development to enhance its platform, focusing on retail self-checkout, loss prevention, and supply chain & logistics package tracking[97] - Financial performance is highly dependent on the pace and scope of RAIN adoption in key industries like retail apparel and supply chain & logistics, which can be uneven and unpredictable[100][104] - Average Selling Prices (ASPs) generally decline over time due to competitive pressures, but prices were raised in 2021 and 2022 to offset increased product costs, leading to expected volatility in product margins[108] - Historical seasonal trends (e.g., lower Q1 revenue/margins, stronger Q4 system sales) were not observed in 2022 and may not be in 2023 due to supply uncertainty and deployment timing[109][110] Results of Operations This section provides a detailed analysis of the company's revenue, gross profit, and operating expenses for the reported periods Overall Performance (in thousands, except percentages) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $85,986 | $59,796 | $171,883 | $112,940 | | Gross profit | $43,814 | $31,502 | $87,344 | $60,281 | | Gross margin | 51.0% | 52.7% | 50.8% | 53.4% | | Loss from operations | $(8,369) | $(8,476) | $(12,811) | $(17,791) | Revenue Breakdown (in thousands) | Category | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :---------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Endpoint ICs | $64,905 | $42,854 | $131,954 | $81,649 | | Systems | $21,081 | $16,942 | $39,929 | $31,291 | - Endpoint IC revenue increased by $22.1 million (51.5% YoY) for Q2 2023 and $50.3 million (61.6% YoY) for H1 2023, driven by higher shipment volumes partially offset by lower ASPs due to product mix[119][121] - Systems revenue increased by $4.1 million (24.4% YoY) for Q2 2023 and $8.6 million (27.6% YoY) for H1 2023, primarily due to test and measurement solutions revenue and increased gateway shipment volumes[120][122] Operating Expenses (in thousands) | Expense Category | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Research and development | $23,403 | $18,369 | $45,838 | $36,358 | | Sales and marketing | $10,632 | $9,614 | $20,605 | $18,913 | | General and administrative | $16,002 | $11,995 | $31,566 | $22,801 | | Amortization of intangibles | $2,146 | — | $2,146 | — | Non-GAAP Financial Measures This section reconciles GAAP net loss to Adjusted EBITDA and Non-GAAP net income, explaining adjustments made Adjusted EBITDA Reconciliation (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(8,066) | $(11,523) | $(12,424) | $(21,984) | | Total Adjustments | $18,023 | $15,339 | $33,274 | $29,865 | | Adjusted EBITDA | $9,958 | $3,848 | $18,575 | $7,355 | Non-GAAP Net Income (Loss) Reconciliation (in thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(8,066) | $(11,523) | $(12,424) | $(21,984) | | Total Adjustments | $17,362 | $14,271 | $29,603 | $26,871 | | Non-GAAP net income | $9,296 | $2,748 | $17,179 | $4,887 | - The definition of Adjusted EBITDA was revised in Q1 2023 to exclude acquisition transaction expenses and related purchase accounting adjustments, and Non-GAAP Net Income (Loss) was further revised in Q2 2023 to adjust for income tax effects of adjustments[146][149][150] Liquidity and Capital Resources This section assesses the company's ability to meet financial obligations, detailing cash, investments, working capital, and cash flow activities - As of June 30, 2023, Impinj had $108.9 million in cash, cash equivalents, and short-term investments, and $232.7 million in working capital[151] - Management believes existing cash, cash equivalents, and short-term investments will be sufficient to meet anticipated cash needs for at least the next 12 months[153] Summary of Cash Flows (in thousands) | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(49,104) | $(7,639) | | Net cash provided by (used in) investing activities | $68,991 | $(72,616) | | Net cash provided by (used in) financing activities | $5,753 | $(11,068) | - Net cash used in operating activities significantly increased to $49.1 million in H1 2023, primarily due to a $65.2 million increase in working capital, driven by higher inventory and accounts receivable[159] - Net cash provided by investing activities was $69 million in H1 2023, a significant shift from $72.6 million used in H1 2022, mainly due to investment maturities and sales, partially offset by the Voyantic Oy acquisition and property/equipment purchases[161] - Purchase commitments as of June 30, 2023, totaled $56.1 million, with $43.7 million specifically for inventory[167] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses Impinj's exposure to market risks, specifically interest rate risk and inflation risk, and the strategies in place to manage them - Impinj invests excess cash in money market funds, U.S. government securities, corporate bonds, and commercial paper, with a policy focused on preserving principal, providing liquidity, and maximizing yield[171] - Due to the short-term nature of its investment portfolio and fixed interest rates on convertible notes, an immediate 10% increase in interest rates is not expected to materially affect the fair market value of the portfolio or interest expense[172][173] - Inflation has not had a material effect on the business, as higher product costs have been largely offset by increases in product selling prices[174] Item 4. Controls and Procedures This section confirms that management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2023, and concluded they were effective - Management, including the chief executive officer and principal financial officer, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023[177] - There were no changes that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the three months ended June 30, 2023[178] PART II. — OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, exhibits, and signatures Item 1. Legal Proceedings This section provides an update on the ongoing patent litigation between Impinj and NXP, noting that the outcome remains uncertain and could lead to further legal actions - Impinj is engaged in ongoing patent infringement lawsuits with NXP USA, Inc. and its affiliates, with both companies having filed claims against each other[183] - The outcome of this patent litigation remains uncertain, and additional lawsuits may be filed by either party[183] Item 1A. Risk Factors This comprehensive section outlines various risks that could materially impact Impinj's business, including intense market competition, uncertainties in RAIN adoption, reliance on third-party suppliers, challenges in integrating acquisitions, geopolitical and trade policy risks, intellectual property disputes, privacy and cybersecurity concerns, historical financial losses, and factors affecting stock price volatility - Impinj operates in a highly competitive market against companies with greater resources, and its partners may also become competitors[185][186] - The extent and pace of RAIN market adoption beyond key industries like retail apparel remain uncertain, making financial forecasting difficult[187][189] - Reliance on a limited number of third-party suppliers for silicon wafers and components exposes Impinj to supply disruptions, capacity shortfalls, and price increases, which could impact revenue and gross margins[215][216][220] - Acquisitions, such as Voyantic Oy, carry risks including integration difficulties, inability to retain employees, and potential dilution or unforeseen liabilities[222][223] - Geopolitical events, changes in global trade policies (e.g., tariffs, sanctions), and instability in key jurisdictions (e.g., China-Taiwan tensions) could adversely affect supply chains and international operations[229][231][239] - Inability to protect intellectual property rights (patents, copyrights, trade secrets) or adverse outcomes from ongoing patent litigation (e.g., with NXP) could significantly harm the business and RAIN adoption[252][255] - Privacy and security concerns related to RAIN technology, evolving regulations, and potential security breaches could damage reputation, incur costs, and deter customer adoption[266][270][273] - Impinj has a history of losses and significant fluctuations in operating results, making future profitability uncertain and dependent on market growth and expense management[277][279] - The market price of common stock is volatile due to various factors, and transactions related to convertible notes or significant ownership by principal stockholders could affect its value[296][300][303] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds during the reporting period - No unregistered sales of equity securities or use of proceeds occurred during the period[311] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred during the period[312] Item 4. Mine Safety Disclosures This section states that the disclosure requirements for mine safety are not applicable to the company - Mine Safety Disclosures are not applicable to Impinj, Inc[313] Item 5. Other Information This section discloses that no directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements and that the board of directors ratified certain stock option and restricted stock unit issuances - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the last fiscal quarter[314] - On June 26, 2023, the board of directors adopted resolutions to ratify the issuance of options to purchase common stock and an award of restricted stock units, pursuant to Section 204 of the Delaware General Corporation Law[315] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, certifications, and specific resolutions - Exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, certifications of the Principal Executive Officer and Principal Financial Officer, and the Unanimous Written Consent of the Board of Directors regarding stock award ratification[317] Signatures This section contains the required signatures, confirming the due authorization and filing of the Quarterly Report on Form 10-Q - The report was signed by Cary Baker, Chief Financial Officer, on July 26, 2023[322]