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0001321732FALSE00013217322023-08-012023-08-01

__________________________________________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________________________________________________________

FORM 8-K 
_______________________________________________________________________________________________________________________________

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

August 1, 2023
Date of Report (Date of earliest event reported) 
_______________________________________________________________________________________________________________________________

Penumbra, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________________________________________________
Delaware 001-37557 05-0605598
(State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. employer identification number)
One Penumbra Place
Alameda, CA 94502
(Address of principal executive offices, including zip code)
 
(510) 748-3200
(Registrant’s telephone number, including area code) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, Par value $0.001 per share PEN The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. o On August 1, 2023, Penumbra, Inc. issued a press release announcing financial results for the second fiscal quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

_______________________________________________________________________________________________________________________________






_______________________________________________________________________________________________________________________________

Item 2.02. Results of Operations and Financial Condition.
 

The information furnished on this Current Report on Form 8-K, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number   Description
  Press release of Penumbra, Inc. dated Aug. 1, 2023.
104 Cover Page Interactive Data File (formatted as Inline Extensible Business Reporting Language).




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Penumbra, Inc.
     
Date: August 1, 2023 By: /s/ Maggie Yuen
    Maggie Yuen
    Chief Financial Officer



EX-99.1 2 pen-063023xexhibit991.htm EX-99.1 Document

Exhibit 99.1
image1.jpg
Penumbra, Inc. Reports Second Quarter 2023 Financial Results

ALAMEDA, Calif., Aug. 1, 2023 /PRNewswire/ -- Penumbra, Inc. (NYSE: PEN), a global healthcare company focused on innovative therapies, today reported financial results for the second quarter ended June 30, 2023.

•Revenue of $261.5 million in the second quarter of 2023, an increase of 25.5% as reported and in constant currency1 compared to the second quarter of 2022.
Second Quarter 2023 Financial Results
Total revenue increased to $261.5 million for the second quarter of 2023 compared to $208.3 million for the second quarter of 2022, an increase of 25.5% as reported and on a constant currency basis. The United States represented 71% of total revenue and international represented 29% of total revenue for the second quarter of 2023. Revenue from sales of vascular products grew to $152.7 million for the second quarter of 2023, an increase of 23.6%, or 23.7% on a constant currency basis. Revenue from sales of neuro products grew to $108.8 million for the second quarter of 2023, an increase of 28.3%, or 28.1% on a constant currency basis.

Gross profit was $166.9 million, or 63.8% of total revenue for the second quarter of 2023, compared to $134.0 million, or 64.3% of total revenue, for the second quarter of 2022. Gross margin is impacted by product mix, regional mix, start-up costs associated with new product launches, and macroeconomic factors such as inflation headwinds. As such, with favorable product mix, improvement in productivity, and by leveraging our fixed costs on higher volume of new product sales during the year, our gross margin may be positively impacted in the future.

Total operating expenses were $149.0 million, or 57.0% of total revenue, for the second quarter of 2023, including a $2.4 million amortization expense of finite lived intangible assets acquired in connection with the Sixense acquisition. This compares to total
operating expenses of $134.2 million, or 64.4% of total revenue, for the second quarter of 2022, including a $1.8 million amortization expense of finite lived intangible assets acquired in connection with the Sixense acquisition. Excluding this charge, total non-GAAP operating expenses1 were $146.6 million, or 56.1% of total revenue, for the second quarter of 2023, and $132.4 million, or 63.5% of total revenue, for the second quarter of 2022, respectively. R&D expenses were $21.5 million for the second quarter of 2023, compared to $19.6 million for the second quarter of 2022. SG&A expenses were $127.4 million for the second quarter of 2023, compared to $114.6 million for the second quarter of 2022.

Income from operations was $17.9 million for the second quarter of 2023, compared to a loss from operations of $0.1 million for the second quarter of 2022. Excluding the charge associated with the amortization expense of finite lived intangible assets acquired in connection with the Sixense acquisition, non-GAAP income from operations1 was $20.3 million for the second quarter of 2023, compared to non-GAAP income from operations1 of $1.6 million for the second quarter of 2022.

Updated Full Year 2023 Financial Outlook
The Company is increasing its guidance for 2023 total revenue to be in the range of $1.05 billion to $1.07 billion, which represents 24% to 26% growth over 2022 revenue of $847.1 million. We continue to expect growth in our global vascular business to be slightly above this range and growth in our global neuro business to be below this range for the full year 2023.
Webcast and Conference Call Information
Penumbra, Inc. will host a conference call to discuss the second quarter 2023 financial results after market close on Tuesday, August 1, 2023 at 4:30 PM Eastern Time. The conference call can be accessed live over the phone by dialing (888) 330-2443 for domestic and international callers (conference id: 4604622), or the webcast can be accessed on the “Events and Presentations” section under the “Investors” tab of the Company’s website at: www.penumbrainc.com. The webcast will be available on the Company’s website for at least two weeks following the completion of the call.
About Penumbra
Penumbra, Inc., headquartered in Alameda, California, is a global healthcare company focused on innovative therapies. Penumbra designs, develops, manufactures and markets novel products and has a broad portfolio that addresses challenging medical conditions in markets with significant unmet need. Penumbra supports healthcare providers, hospitals and clinics in more than 100 countries. For more information, visit www.penumbrainc.com and connect on Twitter and LinkedIn.




1See “Non-GAAP Financial Measures” for important information about our use of non-GAAP measures.

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Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures in this press release: a) constant currency and b) non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income and non-GAAP diluted earnings per share (“EPS”).

Constant Currency. The Company’s constant currency revenue disclosures estimate the impact of changes in foreign currency rates on the translation of the Company’s current period revenue as compared to the applicable comparable period in the prior year. This impact is derived by taking the current local currency revenue and translating it into U.S. dollars based upon the foreign currency exchange rates used to translate the local currency revenue for the applicable comparable period in the prior year, rather than the actual exchange rates in effect during the current period. It does not include any other effect of changes in foreign currency rates on the Company’s results or business.

Non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income and non-GAAP diluted EPS. The adjustments to the GAAP financial measures reflect the exclusion of:

•the effect of the amortization of finite lived intangible assets acquired in connection with the Sixense acquisition over their estimated useful lives; and
•the excess tax benefits or tax deficiencies associated with share-based compensation arrangements.

Full reconciliation of these non-GAAP measures to the most comparable GAAP measures is set forth in the tables below.

Our management believes the non-GAAP financial measures disclosed in this press release are useful to investors in assessing the operating performance of our business and provide meaningful comparisons to prior periods and thus a more complete understanding of our business than could be obtained absent this disclosure. Specifically, we consider the change in constant currency revenue as a useful metric as it provides an alternative framework for assessing how our underlying business performed excluding the effect of foreign currency rate fluctuations. We consider non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income and non-GAAP diluted EPS useful metrics as they provide an alternative framework for assessing how our underlying business performed excluding the amortization expense of finite lived intangible assets acquired in connection with the Sixense acquisition and the excess tax benefits or tax deficiencies associated with share-based compensation arrangements.

The non-GAAP financial measures included in this press release may be different from, and therefore may not be comparable to, similarly titled measures used by other companies. These non-GAAP measures should not be considered in isolation or as alternatives to GAAP measures. We urge investors to review the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures included in this press release, and not to rely on any single financial measure to evaluate our business.

Forward-Looking Statements
Except for historical information, certain statements in this press release are forward-looking in nature and are subject to risks, uncertainties and assumptions about us. Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to: failure to sustain or grow profitability or generate positive cash flows; failure to effectively introduce and market new products; delays in product introductions; significant competition; inability to further penetrate our current customer base, expand our user base and increase the frequency of use of our products by our customers; inability to achieve or maintain satisfactory pricing and margins; manufacturing difficulties; permanent write-downs or write-offs of our inventory; product defects or failures; unfavorable outcomes in clinical trials; inability to maintain our culture as we grow; fluctuations in foreign currency exchange rates; potential adverse regulatory actions; and the potential impact of any acquisitions, mergers, dispositions, joint ventures or investments we may make. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. Any forward-looking statements are based on our current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.
2


Penumbra, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands)
June 30, 2023 December 31, 2022
Assets
Current assets:
     Cash and cash equivalents $ 114,167  $ 69,858 
     Marketable investments 106,896  118,172 
     Accounts receivable, net 208,965  203,384 
     Inventories 358,770  334,006 
     Prepaid expenses and other current assets 39,078  30,279 
          Total current assets 827,876  755,699 
Property and equipment, net 65,958  65,015 
Operating lease right-of-use assets 187,494  192,636 
Finance lease right-of-use assets 31,751  33,323 
Intangible assets, net 76,116  81,161 
Goodwill 166,166  166,046 
Deferred taxes 66,671  64,213 
Other non-current assets 10,500  12,793 
         Total assets $ 1,432,532  $ 1,370,886 
Liabilities and Stockholders’ Equity
Current liabilities:
     Accounts payable $ 25,819  $ 26,679 
     Accrued liabilities 105,606  106,300 
  Current operating lease liabilities 10,715  10,033 
  Current finance lease liabilities 1,984  1,920 
          Total current liabilities 144,124  144,932 
Non-current operating lease liabilities 194,655  198,955 
Non-current finance lease liabilities 23,922  24,865 
Other non-current liabilities 3,288  3,276 
          Total liabilities 365,989  372,028 
Stockholders’ equity:
Common stock 38  38 
Additional paid-in capital 1,000,658  963,040 
Accumulated other comprehensive loss (5,579) (8,124)
Retained earnings 71,426  43,904 
Total stockholders’ equity 1,066,543  998,858 
Total liabilities and stockholders’ equity $ 1,432,532  $ 1,370,886 

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Penumbra, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except share and per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenue $ 261,499  $ 208,344  $ 502,897  $ 412,239 
Cost of revenue 94,638  74,309  184,964  150,786 
Gross profit 166,861  134,035  317,933  261,453 
Operating expenses:
Research and development 21,537  19,559  41,523  40,123 
Sales, general and administrative 127,435  114,615  250,513  225,515 
Total operating expenses 148,972  134,174  292,036  265,638 
Income (loss) from operations 17,889  (139) 25,897  (4,185)
Interest income (expense), net 839  (72) 1,393  (119)
Other income (expense), net 808  (956) 898  (1,967)
Income (loss) before income taxes 19,536  (1,167) 28,188  (6,271)
Provision for (benefit from) income taxes 576  2,520  666  (2,663)
Net income (loss) $ 18,960  $ (3,687) $ 27,522  $ (3,608)
Net income (loss) per share:
Basic $ 0.49  $ (0.10) $ 0.72  $ (0.10)
Diluted $ 0.48  $ (0.10) $ 0.70  $ (0.10)
Weighted average shares outstanding:
Basic 38,320,999  37,767,519  38,254,042  37,707,156 
Diluted 39,201,155  37,767,519  39,151,412  37,707,156 

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Penumbra, Inc.
Reconciliation of GAAP Operating Expenses and GAAP Income (Loss) from Operations to Non-GAAP Operating Expenses and Non-GAAP Income (Loss) from Operations1
(unaudited)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
GAAP operating expenses $ 148,972  $ 134,174  $ 292,036  $ 265,638 
GAAP operating expenses includes the effect of the following item:
Amortization of finite lived intangible assets acquired 2,380  1,785  4,759  3,569 
Non-GAAP operating expenses
$ 146,592  $ 132,389  $ 287,277  $ 262,069 
GAAP income (loss) from operations $ 17,889  $ (139) $ 25,897  $ (4,185)
GAAP income (loss) from operations includes the effect of the following item:
Amortization of finite lived intangible assets acquired 2,380  1,785  4,759  3,569 
Non-GAAP income (loss) from operations $ 20,269  $ 1,646  $ 30,656  $ (616)
1See “Non-GAAP Financial Measures” for important information about our use of non-GAAP measures.
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Penumbra, Inc.
Reconciliation of GAAP Net Income (Loss) and GAAP Diluted EPS to Non-GAAP Net Income and Non-GAAP Diluted EPS1
(unaudited)
(in thousands, except share and per share amounts)

Three Months Ended
June 30, 2023
Three Months Ended
June 30, 2022
Six Months Ended June 30, 2023 Six Months Ended June 30, 2022
Net income Diluted EPS Net (loss) income Diluted EPS Net income Diluted EPS Net (loss) income Diluted EPS
GAAP net income (loss) $ 18,960  $ 0.48  $ (3,687) $ (0.10) $ 27,522  $ 0.70  $ (3,608) $ (0.10)
GAAP net income (loss) includes the effect of the following items:
Amortization of finite lived intangible assets acquired 2,380  0.06  1,785  0.05  4,759  0.13  3,569  0.10 
Tax effect on the non-GAAP adjustment above2
(558) (0.01) (416) (0.01) (1,116) (0.03) (832) (0.02)
 (Excess tax benefits) tax deficiencies related to stock compensation awards (3,945) (0.10) 2,725  0.07  (5,385) (0.14) 944  0.02 
Non-GAAP net income $ 16,837  $ 0.43  $ 407  $ 0.01  $ 25,780  $ 0.66  $ 73  $ 0.00 
Weighted average shares outstanding used to compute:
GAAP diluted EPS 39,201,155 37,767,519 39,151,412 37,707,156
Non-GAAP diluted EPS3
39,201,155 38,686,507 39,151,412 38,722,453
1See “Non-GAAP Financial Measures” for important information about our use of non-GAAP measures.

2For the three and six months ended June 30, 2023 and 2022, management used a combined federal and state tax rate of 23.44% and 23.29%, respectively, to compute the tax effect of non-GAAP adjustments.

3For the purposes of calculating Non-GAAP diluted EPS for the three and six months ended June 30, 2022, non-GAAP diluted weighted average shares outstanding of 38,686,507 and 38,722,453 respectively were used, as the Company had non-GAAP net income in the period.



6


Penumbra, Inc.
Reconciliation of Revenue Growth by Geographic Regions to Constant Currency Revenue Growth1
(unaudited)
(in thousands, except for percentages)
Three Months Ended June 30, Reported Change FX Impact Constant Currency Change
2023 2022 $ % $ $ %
United States $ 186,772  $ 141,456  $ 45,316  32.0  % $ —  $ 45,316  32.0  %
International 74,727  66,888  7,839  11.7  % (84) 7,755  11.6  %
Total $ 261,499  $ 208,344  $ 53,155  25.5  % $ (84) $ 53,071  25.5  %

Six Months Ended June 30, Reported Change FX Impact Constant Currency Change
2023 2022 $ % $ $ %
United States $ 358,651  $ 285,764  $ 72,887  25.5  % $ —  $ 72,887  25.5  %
International 144,246  126,475  17,771  14.1  % 2,418  20,189  16.0  %
Total $ 502,897  $ 412,239  $ 90,658  22.0  % $ 2,418  $ 93,076  22.6  %

Penumbra, Inc.
Reconciliation of Revenue Growth by Product Categories to Constant Currency Revenue Growth1
(unaudited)
(in thousands, except for percentages)
Three Months Ended June 30, Reported Change  FX Impact Constant Currency Change
  2023 2022 $ %  $ $ %
Vascular $ 152,684  $ 123,543  $ 29,141  23.6  % $ 111  $ 29,252  23.7  %
Neuro 108,815  84,801  24,014  28.3  % (195) 23,819  28.1  %
Total $ 261,499  $ 208,344  $ 53,155  25.5  % $ (84) $ 53,071  25.5  %

Six Months Ended June 30, Reported Change  FX Impact Constant Currency Change
  2023 2022 $ %  $ $ %
Vascular $ 295,533  $ 246,352  $ 49,181  20.0  % $ 1,118  $ 50,299  20.4  %
Neuro 207,364  165,887  41,477  25.0  % 1,300  42,777  25.8  %
Total $ 502,897  $ 412,239  $ 90,658  22.0  % $ 2,418  $ 93,076  22.6  %


1See “Non-GAAP Financial Measures” for important information about our use of non-GAAP measures.


Investor Relations
Penumbra, Inc.
510-995-2461
investors@penumbrainc.com
Source: Penumbra, Inc.
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