Repligen Corp 10-Q/A for FY2024 Q1

Repligen Corp (RGEN)

10-Q/A 2024-11-18 For: 2024-03-31

Added on April 09, 2026

About this 10-Q/A

Repligen Corp filed this 10-Q/A on November 18, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $153.18M; down 7.4% from $165.38M a year earlier
Net income: $3.3M; down 78.5% from net income of $15.34M a year earlier
Diluted EPS: $0.06; down 77.8% from $0.27 a year earlier

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Delaware	04-2729386
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100 Waltham, MA	02453
(Address of Principal Executive Offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.01 per share	RGEN	The Nasdaq Global Select Market



Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company	
Emerging growth company	


		PAGE
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements (interim periods unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2024 (As Restated) and December 31, 2023 (As Restated)	5

	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2024 (As Restated) and 2023 (As Restated)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 (As Restated) and 2023 (As Restated)	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 (As Restated) and 2023 (As Restated)	8

	Notes to Unaudited Condensed Consolidated Financial Statements (As Restated)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 4.	Controls and Procedures	39

PART II -	OTHER INFORMATION

Item 1A.	Risk Factors	41

Item 6.	Exhibits	41

Signatures		42


	March 31,			December 31,
	2024			2023
	(As Restated)			(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	780,617		$	751,323
Accounts receivable, net of reserves of $1,918 and $2,122 at March 31, 2024 and December 31, 2023, respectively		115,766			124,161
Inventories, net		198,033			202,321
Assets held for sale		1,016			—
Prepaid expenses and other current assets		35,656			33,541
Total current assets		1,131,088			1,111,346
Noncurrent assets:
Property, plant and equipment, net		205,716			207,440
Intangible assets, net		394,499			406,957
Goodwill		985,963			987,120
Deferred tax assets		866			1,530
Operating lease right of use assets		134,604			115,515
Other noncurrent assets		956			1,277
Total noncurrent assets		1,722,604			1,719,839
Total assets	$	2,853,692		$	2,831,185
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,731		$	19,563
Operating lease liability		9,781			5,631
Current contingent consideration		24,352			12,983
Accrued liabilities		59,203			57,313
Convertible Senior Notes due 2024, net		69,480			69,452
Total current liabilities		181,547			164,942
Noncurrent liabilities:
Convertible Senior Notes due 2028, net		513,918			510,143
Deferred tax liabilities		36,807			39,324
Noncurrent operating lease liability		144,551			126,578
Noncurrent contingent consideration		—			14,070
Other noncurrent liabilities		11,277			11,283
Total noncurrent liabilities		706,553			701,398
Total liabilities		888,100			866,340
Commitments and contingencies (Note 11)
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value; 80,000,000 shares authorized; 55,841,318 shares at March 31, 2024 and 55,766,078 shares at December 31, 2023 issued and outstanding		559			558
Additional paid-in capital		1,571,811			1,569,227
Accumulated other comprehensive loss		(42,942	)		(37,808	)
Accumulated earnings		436,164			432,868
Total stockholders’ equity		1,965,592			1,964,845
Total liabilities and stockholders’ equity	$	2,853,692		$	2,831,185


	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended
	March 31,
	2024			2023
	(As Restated)			(As Restated)
Revenue:
Products	$	153,146		$	165,341
Royalty and other revenue		36			39
Total revenue		153,182			165,380
Costs and operating expenses:
Cost of goods sold		76,391			81,845
Research and development		11,238			12,154
Selling, general and administrative		61,803			56,288
Contingent consideration		—			1,235
Total costs and operating expenses		149,432			151,522
Income from operations		3,750			13,858
Other income (expenses):
Investment income		8,993			5,486
Interest expense		(5,029	)		(408	)
Amortization of debt issuance costs		(483	)		(457	)
Other (expenses) income		(3,536	)		77
Other (expense) income, net		(55	)		4,698
Income before income taxes		3,695			18,556
Income tax provision		399			3,219
Net income	$	3,296		$	15,337
Earnings per share:
Basic	$	0.06		$	0.28
Diluted (Note 13)	$	0.06		$	0.27
Weighted average common shares outstanding:
Basic		55,791			55,590
Diluted (Note 13)		56,531			57,049

Net income	$	3,296		$	15,337
Other comprehensive income (loss):
Foreign currency translation adjustment		(5,134	)		2,987
Comprehensive (loss) income	$	(1,838	)	$	18,324


	Three Months Ended March 31, 2024
	Common Stock
	Number of Shares			Par Value		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders' Equity
Balance at December 31, 2023, as restated		55,766,078		$	558	$	1,569,227		$	(37,808	)	$	432,868	$	1,964,845
Net income, as restated		—			—		—			—			3,296		3,296
Exercise of stock options and vesting of stock units		111,921			1		944			—			—		945
Tax withholding on vesting of restricted stock units		(39,451	)		—		(7,622	)		—			—		(7,622	)
Issuance of common stock pursuant to contingent consideration earnout payment		2,770			—		541			—			—		541
Conversion of debt		—			—		(55	)		—			—		(55	)
Stock-based compensation expense		—			—		8,776			—			—		8,776
Translation adjustment, as restated		—			—		—			(5,134	)		—		(5,134	)
Balance at March 31, 2024, as restated		55,841,318		$	559	$	1,571,811		$	(42,942	)	$	436,164	$	1,965,592


	Three Months Ended March 31, 2023
	Common Stock
	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders' Equity
Balance at December 31, 2022		55,557,698		$	556		$	1,547,266		$	(34,394	)	$	397,272	$	1,910,700
Net income, as restated		—			—			—			—			15,337		15,337
Exercise of stock options and vesting of stock units		140,210			1			28			—			—		29
Tax withholding on vesting of restricted stock units		(53,607	)		(1	)		(9,592	)		—			—		(9,593	)
Stock-based compensation expense		—			—			7,254			—			—		7,254
Translation adjustment, as restated		—			—			—			2,987			—		2,987
Balance at March 31, 2023, as restated		55,644,301		$	556		$	1,544,956		$	(31,407	)	$	412,609	$	1,926,714


	Three Months Ended March 31,
	2024			2023
	(As Restated)			(As Restated)
Cash flows from operating activities:
Net income	$	3,296		$	15,337
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,909			15,370
Amortization of debt discount and issuance costs		3,809			457
Stock-based compensation		8,776			7,254
Deferred income taxes, net		(1,122	)		(787	)
Contingent consideration		—			1,235
Operating lease right of use asset amortization*		4,394			3,349
Other		32			(719	)
Changes in operating assets and liabilities, excluding impact of acquisitions:
Accounts receivable		6,653			(16,832	)
Inventories		3,167			(5,845	)
Prepaid expenses and other assets		(2,338	)		(5,680	)
Other assets		320			(434	)
Accounts payable		(645	)		(1,194	)
Accrued expenses		2,980			(2,299	)
Operating lease liabilities		(1,375	)		(2,870	)
Long-term liabilities		(148	)		4,812
Total cash provided by operating activities		44,708			11,154
Cash flows from investing activities:
Additions to capitalized software costs		(27	)		(924	)
Purchases of property, plant and equipment		(8,346	)		(8,509	)
Other investing activities		11			—
Total cash used in investing activities		(8,362	)		(9,433	)
Cash flows from financing activities:
Proceeds from exercise of stock options		945			29
Payment of tax withholding obligation on vesting of restricted stock		(7,622	)		(9,592	)
Payment of earnout consideration		(2,160	)		—
Other financing activities		(137	)		—
Total cash used in financing activities		(8,974	)		(9,563	)
Effect of exchange rate changes on cash and cash equivalents		1,922			993
Net increase (decrease) in cash and cash equivalents		29,294			(6,849	)
Cash, cash equivalents and restricted cash, beginning of period		751,323			523,458
Cash and cash equivalents, end of period	$	780,617		$	516,609
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired under operating leases	$	23,093		$	179
Fair value of shares of common stock issued for contingent consideration earnouts	$	541		$	—


	March 31,
	2024
	As Previously Reported			Revenue Adjustments			Other Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	780,617		$	—		$	—		$	780,617
Accounts receivable, net of reserves of $1,918 and $2,122 at March 31, 2024 and December 31, 2023, respectively		115,766			—			—			115,766
Inventories, net		198,033			—			—			198,033
Assets held for sale		1,016			—			—			1,016
Prepaid expenses and other current assets		37,586			(1,930	)		—			35,656
Total current assets		1,133,018			(1,930	)		—			1,131,088
Noncurrent assets:
Property, plant and equipment, net		205,716			—			—			205,716
Intangible assets, net		388,146			—			6,353			394,499
Goodwill		985,963			—			—			985,963
Deferred tax assets		866			—			—			866
Operating lease right of use assets		134,604			—			—			134,604
Other noncurrent assets		956			—			—			956
Total noncurrent assets		1,716,251			—			6,353			1,722,604
Total assets	$	2,849,269		$	(1,930	)	$	6,353		$	2,853,692
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,731		$	—		$	—		$	18,731
Operating lease liability		9,781			—			—			9,781
Current contingent consideration		24,352			—			—			24,352
Accrued liabilities		55,971			3,232			—			59,203
Convertible Senior Notes due 2024, net		69,480			—			—			69,480
Total current liabilities		178,315			3,232			—			181,547
Noncurrent liabilities:					—			—			-
Convertible Senior Notes due 2028, net		513,918			—			—			513,918
Deferred tax liabilities		38,238			(1,133	)		(298	)		36,807
Noncurrent operating lease liability		144,551			—			—			144,551
Noncurrent contingent consideration		—			—			—			—
Other noncurrent liabilities		3,646			—			7,631			11,277
Total noncurrent liabilities		700,353			(1,133	)		7,333			706,553
Total liabilities		878,668			2,099			7,333			888,100
Commitments and contingencies (Note 11)
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding		—			—			—			—
Common stock, $0.01 par value; 80,000,000 shares authorized; 55,841,318 shares at March 31, 2024 and 55,766,078 shares at December 31, 2023 issued and outstanding		559			—			—			559
Additional paid-in capital		1,571,811			—			—			1,571,811
Accumulated other comprehensive loss		(42,712	)		(230	)		—			(42,942	)
Accumulated earnings		440,943			(3,799	)		(980	)		436,164
Total stockholders’ equity		1,970,601			(4,029	)		(980	)		1,965,592
Total liabilities and stockholders’ equity	$	2,849,269		$	(1,930	)	$	6,353		$	2,853,692


	Accumulated Other Comprehensive Loss											Accumulated Earnings										Total Stockholders' Equity
	As Previously Reported			Revenue Adjustments			Other Adjustments		As Restated			As Previously Reported		Revenue Adjustments			Other Adjustments			As Restated		As Previously Reported			Revenue Adjustments			Other Adjustments			As Restated
	$			$			$		$			$		$			$			$		$			$			$			$
Balance at December 31, 2023		(37,431	)		(377	)		—		(37,808	)		438,849		(5,197	)		(784	)		432,868		1,971,203			(5,574	)		(784	)		1,964,845
Net income		—			—			—		—			2,094		1,398			(196	)		3,296		2,094			1,398			(196	)		3,296
Translation adjustment		(5,281	)		147			—		(5,134	)		—		—			—			—		(5,281	)		147			—			(5,134	)
Balance at March 31, 2024		(42,712	)		(230	)		—		(42,942	)		440,943		(3,799	)		(980	)		436,164		1,970,601			(4,029	)		(980	)		1,965,592


Level 1 -	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 -	Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities.

Level 3 -	Valuations based on inputs that are unobservable or significant to the overall fair value measurement.


	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	694,501	$	—	$	—	$	694,501
Liabilities:
Short-term contingent consideration	$	—	$	—	$	24,352	$	24,352

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	658,574	$	—	$	—	$	658,574
Liabilities:
Short-term contingent consideration	$	—	$	—	$	12,983	$	12,983
Long-term contingent consideration	$	—	$	—	$	14,070	$	14,070


Contingent Consideration Earnout	Fair Value as of March 31, 2024		Valuation Technique	Unobservable Input	Range	Weighted Average(1)
				Probability of
				Success	100%	100%
Commercialization-based payments	$	20,094	Monte Carlo Simulation	Earnout Discount Rate	5.8%-5.9%	5.9%

				Volatility	12.5%-24.6%	13.9%

Revenue and Volume- based payments	$	361	Monte Carlo Simulation	Revenue & Volume Discount Rate	2.5%-9.3%	5.1%
				Earnout Discount Rate	5.8%-7.2%	5.8%
				Probability of Success	100%	100%
Manufacturing line expansions	$	3,897	Probability-weighted present value	Earnout Discount Rate	6.1%-6.4%	6.3%


	Useful life	Fair Value
		(Amounts in thousands)

Customer relationships	15 years	$	12,659
Developed technology	15 years		44,377
Trademark and tradename	15 years		939
Non-competition agreements	2 years		787
		$	58,762


	Useful life	Fair Value
		(Amounts in thousands)

Customer relationships	12 years	$	2,530
Developed technology	16 years		9,860
Trademark and tradename	4 years		30
Non-competition agreements	5 years		220
		$	12,640


	Restructuring Costs		Amounts Paid in 2024			Non-Cash Restructuring Items			Restructuring Liability

Severance & employee-related costs	$	1,346	$	(471	)	$	(108	)	$	767
Accelerated depreciation		19		—			(19	)		—
Facility and other exit costs		58		(48	)		(10	)		—
Total	$	1,423	$	(519	)	$	(137	)	$	767


Balance at December 31, 2023	$	27,053
Payment of contingent consideration earnouts		(2,701	)
Balance at March 31, 2024	$	24,352


Cash and cash equivalents	$	5,768
Accounts receivable		3,730
Inventory		4,477
Prepaid expenses and other current assets		470
Property and equipment		433
Operating lease right of use asset		615
Customer relationships		12,659
Developed technology		44,377
Trademark and tradename		939
Non-competition agreements		787
Goodwill		115,722
Accounts payable		(1,432	)
Accrued liabilities		(2,934	)
Operating lease liability		(275	)
Deferred tax liability, long-term		(12,481	)
Operating lease liability, long-term		(255	)
Fair value of net assets acquired	$	172,600


Cash and cash equivalents	$	1,090
Accounts receivable		683
Inventory		667
Prepaid expenses and other current assets		35
Property and equipment		12,034
Operating lease right of use asset		3,537
Customer relationships		2,530
Developed technology		9,860
Trademark and tradename		30
Non-competition agreements		220
Goodwill		14,321
Other long-term assets		10
Accounts payable		(136	)
Accrued liabilities		(314	)
Operating lease liability		(39	)
Operating lease liability, long-term		(3,498	)
Fair value of net assets acquired	$	41,030


	For the Three Months Ended March 31, 2024
	Severance & Employee-Related Costs		Accelerated Depreciation		Facility and Other Exit Costs		Total
	(Amounts in thousands)
Cost of goods sold	$	482	$	19	$	58	$	559
Research and development		165		—		—		165
Selling, general and administrative		699		—		—		699
	$	1,346	$	19	$	58	$	1,423


Balance at December 31, 2023	$	987,120
Measurement period adjustment - Metenova		(56	)
Cumulative translation adjustment		(1,101	)
Balance at March 31, 2024	$	985,963


	March 31, 2024
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
	(Amounts in thousands)
Finite-lived intangible assets:	(As Restated)		(As Restated)			(As Restated)
Technology - developed	$	253,664	$	(48,507	)	$	205,157		16
Patents		240		(240	)		—		8
Customer relationships		268,688		(88,043	)		180,645		16
Trademarks		8,695		(1,914	)		6,781		19
Other intangibles		3,857		(2,641	)		1,216		3
Total finite-lived intangible assets		535,144		(141,345	)		393,799		16
Indefinite-lived intangible asset:
Trademarks		700		—			700		—
Total intangible assets	$	535,844	$	(141,345	)	$	394,499


	December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
	(Amounts in thousands)
Finite-lived intangible assets:	(As Restated)		(As Restated)			(As Restated)
Technology - developed	$	256,536	$	(44,633	)	$	211,903		16
Patents		240		(240	)		—		8
Customer relationships		269,949		(83,963	)		185,986		15
Trademarks		8,757		(1,789	)		6,968		19
Other intangibles		3,914		(2,514	)		1,400		3
Total finite-lived intangible assets		539,396		(133,139	)		406,257		15
Indefinite-lived intangible asset:
Trademarks		700		—			700		—
Total intangible assets	$	540,096	$	(133,139	)	$	406,957


	Estimated
	Amortization
	Expense
For the Years Ended December 31,	(As Restated)
2024 (remaining nine months)	$	25,801
2025		34,119
2026		33,660
2027		33,696
2028		33,598
2029 and thereafter		232,925
Total	$	393,799


	March 31,
	2024
Land	$	101
Buildings		915
Total assets held for sale	$	1,016



	March 31, 2024			December 31, 2023
	(Amounts in thousands, except percentage data)
1.00% Convertible Senior Notes due 2028:
Principal amount	$	600,000		$	600,000
Unamortized debt discount	$	(78,132	)	$	(81,457	)
Unamortized debt issuance costs		(7,950	)		(8,400	)
Carrying amount - Convertible Senior Notes due 2028, net	$	513,918		$	510,143
0.375% Convertible Senior Notes due 2024:
Principal amount	$	69,616		$	69,700
Unamortized debt issuance costs		(136	)		(248	)
Carrying amount - Convertible Senior Notes due 2024, net	$	69,480		$	69,452


	Three Months Ended March 31,
	2024
Contractual interest expense – 2023 Notes	$	1,500
Amortization of debt discount – 2023 Notes		3,326
Amortization of debt issuance costs – 2023 Notes		371
Total	$	5,197
Effective interest rate of the liability component		4.39	%


	Shares			Weighted average exercise price		Weighted- Average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value (in Thousands)
Options outstanding at December 31, 2023		649,130		$	85.97
Granted		39,528		$	192.80
Exercised		(13,708	)	$	68.95
Forfeited/expired/cancelled		(10,970	)	$	77.70
Options outstanding at March 31, 2024		663,980		$	92.81
Options exercisable at March 31, 2024		400,302		$	71.62
Vested and expected to vest at March 31, 2024(1)		650,402		$	92.21		5.67	$	61,471


	Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		474,320		$	155.59
Awarded		152,483		$	192.59
Vested		(98,246	)	$	148.67
Forfeited/cancelled		(20,968	)	$	186.59
Unvested at March 31, 2024		507,589		$	166.78
Vested and expected to vest at March 31, 2024(1)		444,179		$	165.03


	Three Months Ended March 31,				Increase/(Decrease)
	2024		2023		$ Change			% Change
	(Amounts in thousands, except for percentage data)
	(As Restated)		(As Restated)
Revenue:
Products	$	153,146	$	165,341	$	(12,195	)		(7.4	%)
Royalty and other		36		39		(3	)		(7.7	%)
Total revenue	$	153,182	$	165,380	$	(12,198	)		(7.4	%)


Exhibit Number		Document Description

3.1		Restated Certificate of Incorporation dated June 30, 1992, as amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference).

3.2		Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective as of May 16, 2014 (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on May 19, 2014 and incorporated herein by reference).

3.3		Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective May 19, 2023 (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on May 22, 2023 and incorporated herein by reference).

3.4		Third Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on January 28, 2021 and incorporated herein by reference).

31.1 +		Rule 13a-14(a)/15d-14(a) Certification.

31.2 +		Rule 13a-14(a)/15d-14(a) Certification.

32.1 *		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104		Cover page formatted as Inline XBRL and contained in Exhibits 101.



	REPLIGEN CORPORATION

Date: November 18, 2024	By:	/S/ OLIVIER LOEILLOT
		Olivier Loeillot
		Chief Executive Officer
		(Principal executive officer)
		Repligen Corporation

Date: November 18, 2024	By:	/S/ JASON K. GARLAND
		Jason K. Garland
		Chief Financial Officer
		(Principal financial officer)
		Repligen Corporation