XML 51 R34.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Business Combinations (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Acquisition Consideration Transferred | The following table summarizes the Sixense Acquisition Closing Date fair value of the consideration transferred (in thousands):
Fair value of common stock issued(1) |  | $ | 174,133 |
Fair value of replacement stock options(2) |  | 80,693 |
Consideration for settlement of pre-existing liabilities due to Sixense(3) |  | (3,810) |
Total purchase price |  | $ | 251,016 |
(1) The fair value of the 661,877 shares of common stock issued as part of consideration transferred was determined based on the acquisition date closing market price of the Company’s common stock of $263.09. (2) Per ASC 805, the replacement of stock options or other share-based payment awards in conjunction with a business combination represents a modification of share-based payment awards that must be accounted for in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). As a result of the Company’s obligation to issue replacement awards, a portion of the fair-value-based measure of replacement awards is included in measuring the purchase consideration transferred in the business combination. To determine the portion of the replacement awards that is part of the purchase consideration, the Company measured the fair value of both the replacement awards and the historical awards as of the Sixense Acquisition Closing Date, in accordance with ASC 718. The fair value of the replacement awards, whether vested or unvested, was included in the purchase consideration to the extent that pre-acquisition services had been rendered. The fair value of replacement stock options assumed for which pre-acquisition services were rendered of $80.7 million was allocated to the purchase consideration and $25.8 million was recognized immediately in the post-combination financial statements as pre-acquisition services were not rendered but the vesting of all stock options was accelerated in connection with the Merger. Refer to Note “12. Stockholders’ Equity” for more information. (3) In the connection with the Merger, the Company effectively settled pre-existing liabilities due to or on behalf of Sixense.
Schedule of Purchase Price Allocation | The following table presents the allocation of the purchase price, reflecting immaterial measurement period adjustments recorded during the three months ended September 30, 2022 (in thousands):
|  | Acquisition-Date Fair Value |  | Estimated Useful Life of Finite-Lived Intangible Assets
Tangible assets acquired and (liabilities) assumed: |  |  |  |
Cash and cash equivalents |  | $ | 2,919 |  |  |
Prepaid expenses and other current and non-current assets |  | 1,971 |  |  |
Deferred tax assets |  | 20,678 |  |  |
Deferred tax liabilities |  | (19,398) |  |  |
Accrued liabilities and other current liabilities |  | (1,341) |  |  |
Intangible assets acquired: |  |  |  |
Developed technology |  | 62,466 |  |  | 8.75 years
In-process research and development |  | 20,823 |  |  |
Net assets acquired |  | 88,118 |  |  |
Fair value of subsidiary stock indirectly acquired through the Merger |  | 4,161 |  |  |
Total net assets acquired |  | 92,279 |  |  |
Goodwill |  | 158,737 |  |  |
Total purchase price |  | $ | 251,016 |  |  |
Pro Forma Information | The unaudited pro forma information is presented below (unaudited, in thousands):
|  | Year Ended December 31, 2021
|  | (unaudited, in thousands)
Pro forma revenues |  | $ | 747,840 |
Proforma net income (loss) attributable to Penumbra, Inc. |  | $ | 17,552 |
Proforma net loss attributable to non-controlling interest |  | $ | — |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration