RGEN 8-K
Repligen Corp (RGEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 29, 2025, Repligen Corporation announced its financial results for the second quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K and the exhibit attached hereto 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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104 |
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Cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
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REPLIGEN CORPORATION |
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Date: |
July 29, 2025 |
By: |
/s/ Olivier Loeillot |
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Olivier Loeillot |
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President and Chief Executive Officer |
Exhibit 99.1
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Repligen Corporation 41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453 |
Repligen Reports Second Quarter 2025 Financial Results
WALTHAM, Mass., July 29, 2025 -- Repligen Corporation (NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today reported financial results for its second quarter of 2025, covering the three- and six- month periods ended June 30, 2025. Provided in this press release are financial performance highlights, updates to our guidance for the full year 2025 and access information for today’s webcast and conference call.
Olivier Loeillot, President and Chief Executive Officer of Repligen said, “We had another outstanding quarter in Q2 with 17% organic non-COVID growth. We are very pleased with the momentum we see across the portfolio. This included strength in both consumables and capital equipment, while biopharma demand continues to perform very well. Orders grew over 20%, which represented the eighth quarter in a row of orders exceeding non-COVID revenue and the fifth quarter of sequential order growth. We believe this is a testament to our differentiated strategy, which resulted in 15% organic non-COVID growth in the first half of 2025.
“As a result of this continued execution and our visibility into the second half of 2025, we are raising the midpoint of our organic growth guidance despite recent headwinds from new modalities.”
Q2 2025 BUSINESS HIGHLIGHTS
FINANCIAL PERFORMANCE
Q2 2025 financial performance (compared to prior year periods except as noted).
All adjusted figures are non-GAAP and, except for earnings per share, are rounded to the nearest million, and are reconciled in the tables included later in this press release.
1
MARGIN SUMMARY
GAAP Margins |
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Q2 2025 |
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Q2 2024 |
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1H 2025 |
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1H 2024 |
Gross Margin |
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50.0% |
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51.3% |
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51.7% |
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50.7% |
Operating (EBIT) Margin |
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7.6% |
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3.4% |
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5.8% |
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3.0% |
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Adjusted (non-GAAP) Margins |
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Q2 2025 |
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Q2 2024 |
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1H 2025 |
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1H 2024 |
Gross Margin |
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51.1% |
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51.1% |
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52.3% |
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50.2% |
Operating (EBIT) Margin |
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12.0% |
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12.8% |
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12.9% |
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10.9% |
EBITDA Margin |
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17.6% |
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17.6% |
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18.5% |
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16.0% |
Cash, cash equivalents and short-term investments at June 30, 2025, were $709 million, compared to $757 million at December 31, 2024.
FINANCIAL GUIDANCE FOR FISCAL YEAR 2025
Our financial guidance for the full year 2025 is based on expectations for our existing business. Our GAAP and Adjusted (non-GAAP) guidance excludes the impact of any potential or pending business acquisitions in 2025, and future fluctuations in foreign currency exchange rates.
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CURRENT GUIDANCE |
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(at July 29, 2025) |
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FY 2025 |
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GAAP |
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Adjusted (non-GAAP) |
Total Reported Revenue |
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$715M - $735M |
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$715M - $735M |
Reported Growth |
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13% - 16% |
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13% - 16% |
Organic Growth |
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- |
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10.5% - 13.5% |
Organic, Non-COVID Growth |
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- |
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12.5% - 15.5% |
Non-COVID Growth |
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- |
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15% - 18% |
Gross Margin |
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51.5% - 52.5% |
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52% - 53% |
Income from Operations |
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$51M - $56M |
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$98M - $103M |
Operating Margin |
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7% - 8% |
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13.5% - 14.5% |
Other Income (Expense) |
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$8.5M - $9.5M |
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$22M - $23M |
Adjusted EBITDA Margin |
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- |
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19.5% - 20.5% |
Tax Rate on Pre-Tax Income |
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20% - 21% |
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22% - 23% |
Net Income |
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$48M - $51.5M |
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$93.5M - $97M |
Earnings Per Share - Diluted |
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$0.85 - $0.92 |
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$1.65 - $1.72 |
Updated revenue guidance now reflects a 1% tailwind from foreign currency versus our prior assumption of a 1.5% headwind. This assumes a ~1% headwind from new modalities, which is more than offset by strength elsewhere in the portfolio. Guidance also incorporates a modest impact from tariff surcharges.
Conference Call and Webcast Access
Repligen will host a conference call and webcast today, July 29, 2025, at 8:30 a.m. ET, to discuss second quarter 2025 financial results, corporate developments and financial guidance for 2025. The conference call will be accessible by dialing toll-free (800) 715-9871 for domestic callers or (646) 307-1963 for international callers. No passcode is required for the live call. In addition, a webcast will be accessible via the Investor Relations section of the Company’s website. Both the conference call and webcast will be archived for a period following the live event. The replay dial-in numbers are (800) 770-2030 from the U.S. and (609) 800-9909 for international callers. Replay listeners must provide the passcode 7706699.
About Repligen Corporation
Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that enable efficiencies in the process of manufacturing biological drugs. We are “inspiring advances in bioprocessing” for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our focus areas are Filtration and Fluid Management, Chromatography, Process Analytics and Proteins. Our corporate headquarters are located in Waltham, Massachusetts, and the majority of our manufacturing sites are in the
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U.S., with additional key sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden. For more information about the company see our website at www.repligen.com, and follow us on LinkedIn.
Non-GAAP Measures of Financial Performance
To supplement our financial statements, which are presented on the basis of U.S. generally accepted accounting principles (GAAP), the following Adjusted (non-GAAP) measures of financial performance are included in this release: organic non-COVID revenue and non-COVID revenue growth; organic revenue and organic revenue growth; adjusted cost of goods sold, adjusted gross profit and adjusted gross margin; adjusted R&D expense and adjusted SG&A expense; adjusted income from operations and adjusted operating margin; adjusted pre-tax income; adjusted net income; adjusted earnings per share (diluted); adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA margin. The Company provides the impact of foreign currency translation, to enable determination of revenue growth rates at constant currency. To calculate the impact of foreign currency translation, the Company converts actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior year periods.
The Company’s non-GAAP financial results and/or non-GAAP guidance exclude the impact of: acquisition and integration costs; restructuring charges including the costs of severance and accelerated depreciation among other charges; inventory step-up costs and adjustments; incremental costs attributed to CEO transition; contingent consideration related to the Company’s acquisitions; intangible amortization costs; non-cash interest expense related to the accretion of the debt discount; amortization of debt issuance costs related to Company’s convertible debt; foreign currency impact of certain intercompany loans; and, the related impact on tax of non-GAAP charges. These costs are excluded because management believes that such expenses do not have a direct correlation to future business operations, nor do the resulting charges recorded accurately reflect the performance of our ongoing operations for the period in which such charges are recorded.
NOTE:
All reconciliations of above GAAP figures (reported or guidance) to adjusted (non-GAAP) figures are detailed in the tables included later in this press release. When analyzing the Company’s operating performance and guidance, investors should not consider non-GAAP measures as a substitute for the comparable financial measures prepared in accordance with GAAP.
Forward-Looking Statements
This press release contains forward-looking statements, which are made pursuant to and in reliance upon the safe harbor provisions of federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which do not describe historical facts, including, among others, any express or implied statements or guidance regarding current or future financial performance and position, including our 2025 financial guidance and related assumptions; expected demand in the markets in which we operate; expectations regarding the acquisition of 908 Devices’ bioprocessing portfolio; and the expected performance of our business and momentum across our portfolio, are based on management’s current expectations and beliefs and are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.
Such risks and uncertainties include, among others, our ability to successfully grow our bioprocessing business; our ability to manage through and predict headwinds; the risk that we have assumed that markets and franchises will improve and grow as predicted; our ability to achieve our 2025 financial guidance; our ability to develop and commercialize products and the market acceptance of our products; our ability to successfully integrate any acquired businesses and relevant personnel in a timely manner or at all, and to achieve the expected benefits of such acquisitions; the risk that demand for our products could decline, which could adversely impact our future revenues, cash flows, results of operations and financial condition; our ability to compete with larger, better financed bioprocessing companies; risks around the Company’s effectiveness of disclosure controls and procedures and the effectiveness of our internal control over financial reporting; our compliance with all U.S. Food and Drug Administration and European Medicines Evaluation Agency regulations; our volatile stock price; the impact of tariffs on our business, and other risks and uncertainties detailed in Repligen’s filings with the U.S. Securities and Exchange Commission (the Commission), including our Annual Report on Form 10-K for the year ended December 31, 2024 and in subsequently filed reports with the Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any subsequent filings made with the Commission, which are available at the Commission’s website at www.sec.gov. Actual results may differ materially from those Repligen contemplated by these forward-looking statements, which reflect management’s current views, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions, and are based only on information currently available to us. Repligen cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen disclaims any obligation to update or revise any such statements to reflect any
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change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Repligen Contact:
Jacob Johnson
VP, Investor Relations
(781) 419-0204
4
REPLIGEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except share and per share data)
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue: |
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Product revenue |
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$ |
182,329 |
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$ |
158,804 |
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$ |
351,466 |
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$ |
311,950 |
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Royalty and other revenue |
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37 |
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35 |
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72 |
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71 |
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Total revenue |
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182,366 |
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158,839 |
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351,538 |
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312,021 |
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Costs and expenses: |
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Cost of goods sold |
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91,224 |
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77,314 |
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169,639 |
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153,705 |
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Research and development |
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13,958 |
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10,575 |
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26,882 |
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21,813 |
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Selling, general and administrative |
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71,227 |
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65,481 |
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142,482 |
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127,284 |
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Change in fair value of contingent consideration |
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(7,939 |
) |
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— |
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(7,939 |
) |
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— |
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Total costs and operating expenses |
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168,470 |
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153,370 |
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331,064 |
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302,802 |
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Income from operations |
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13,896 |
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5,469 |
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20,474 |
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9,219 |
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Investment income |
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6,585 |
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9,411 |
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13,899 |
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18,404 |
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Interest expense |
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(5,354 |
) |
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(5,118 |
) |
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(10,604 |
) |
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(10,147 |
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Amortization of debt issuance costs |
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(414 |
) |
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(520 |
) |
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(827 |
) |
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(1,003 |
) |
Other income (expenses) |
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3,502 |
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(215 |
) |
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3,216 |
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(3,751 |
) |
Income before income taxes |
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18,215 |
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9,027 |
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26,158 |
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12,722 |
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Income tax provision |
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3,349 |
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3,314 |
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5,462 |
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3,713 |
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Net income |
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$ |
14,866 |
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$ |
5,713 |
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$ |
20,696 |
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$ |
9,009 |
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Earnings per share: |
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Basic |
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$ |
0.26 |
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$ |
0.10 |
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$ |
0.37 |
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$ |
0.16 |
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Diluted |
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$ |
0.26 |
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$ |
0.10 |
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$ |
0.37 |
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$ |
0.16 |
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Weighted average shares outstanding: |
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Basic |
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56,234,399 |
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55,884,250 |
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56,178,879 |
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55,837,770 |
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Diluted |
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56,510,323 |
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56,434,065 |
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56,509,198 |
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56,476,771 |
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Balance Sheet Data: |
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June 30, |
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December 31, |
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Cash and cash equivalents |
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$ |
708,855 |
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$ |
757,355 |
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Working capital |
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933,853 |
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939,254 |
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Convertible Senior Notes |
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533,725 |
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525,567 |
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5
REPLIGEN CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited, amounts in thousands, except percentage and earnings per share data)
In all tables below, totals may not add due to rounding
Reconciliation of Total Revenue (GAAP) Growth to Organic Non-COVID Revenue Growth (Non-GAAP)
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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TOTAL REPORTED REVENUE (GAAP) GROWTH |
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15 |
% |
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— |
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13 |
% |
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(4 |
)% |
Acquisition revenue |
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(2 |
)% |
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(3 |
)% |
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(1 |
)% |
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(3 |
)% |
Currency exchange |
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(2 |
)% |
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1 |
% |
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0 |
% |
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1 |
% |
ORGANIC REVENUE GROWTH (NON-GAAP) |
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11 |
% |
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(2 |
)% |
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11 |
% |
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(7 |
)% |
COVID revenue |
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6 |
% |
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(4 |
)% |
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4 |
% |
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(2 |
)% |
ORGANIC NON-COVID REVENUE GROWTH (NON-GAAP) |
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17 |
% |
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(7 |
)% |
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15 |
% |
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(8 |
)% |
Reconciliation of Income from Operations (GAAP) to Adjusted Income from Operations (Non-GAAP)
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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INCOME FROM OPERATIONS (GAAP) |
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$ |
13,896 |
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$ |
5,469 |
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$ |
20,474 |
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$ |
9,219 |
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ADJUSTMENTS TO INCOME FROM OPERATIONS (GAAP): |
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Acquisition and integration costs |
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4,282 |
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1,323 |
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10,315 |
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3,078 |
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Restructuring activities and other related charges(1) |
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789 |
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(56 |
) |
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1,878 |
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(640 |
) |
Incremental costs attributed to CEO transition(2) |
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— |
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4,967 |
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— |
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4,967 |
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Intangible amortization |
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10,204 |
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8,640 |
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19,325 |
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17,356 |
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Contingent Consideration |
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(7,939 |
) |
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— |
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(7,939 |
) |
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— |
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Inventory step-up charges |
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|
577 |
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|
— |
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|
577 |
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— |
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Other(4) |
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|
102 |
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— |
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|
686 |
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|
|
— |
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ADJUSTED INCOME FROM OPERATIONS (NON-GAAP) |
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$ |
21,911 |
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$ |
20,343 |
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$ |
45,316 |
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$ |
33,980 |
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OPERATING (EBIT) MARGIN |
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7.6 |
% |
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3.4 |
% |
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5.8 |
% |
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|
3.0 |
% |
ADJUSTED OPERATING (EBIT) MARGIN |
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|
12.0 |
% |
|
|
12.8 |
% |
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|
12.9 |
% |
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|
10.9 |
% |
6
Reconciliation of Net Income (GAAP) to Adjusted Net Income (Non-GAAP)
|
|
Three Months Ended |
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Six Months Ended |
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||||||||||
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2025 |
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2024 |
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|
2025 |
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|
2024 |
|
||||
NET INCOME (GAAP) |
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$ |
14,866 |
|
|
$ |
5,713 |
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|
$ |
20,696 |
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|
$ |
9,009 |
|
ADJUSTMENTS TO NET INCOME (GAAP): |
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||||
Acquisition and integration costs |
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4,282 |
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1,323 |
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10,315 |
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|
3,078 |
|
Restructuring activities and other related charges(1) |
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|
789 |
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(56 |
) |
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|
1,878 |
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(640 |
) |
Incremental costs attributed to CEO transition(2) |
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|
— |
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|
4,967 |
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|
|
— |
|
|
|
4,967 |
|
Intangible amortization |
|
|
10,204 |
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|
|
8,640 |
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|
|
19,325 |
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|
|
17,356 |
|
Contingent Consideration |
|
|
(11,053 |
) |
|
|
— |
|
|
|
(11,053 |
) |
|
|
— |
|
Inventory step-up charges |
|
|
577 |
|
|
|
— |
|
|
|
577 |
|
|
|
— |
|
Non-cash interest expense |
|
|
3,827 |
|
|
|
3,536 |
|
|
|
7,574 |
|
|
|
7,000 |
|
Foreign currency impact of certain intercompany loans (3) |
|
|
— |
|
|
|
(342 |
) |
|
|
— |
|
|
|
3,445 |
|
Amortization of debt issuance costs |
|
|
414 |
|
|
|
520 |
|
|
|
827 |
|
|
|
1,003 |
|
Other(4) |
|
|
102 |
|
|
|
— |
|
|
|
686 |
|
|
|
— |
|
Tax effect of non-GAAP charges |
|
|
(2,853 |
) |
|
|
(1,894 |
) |
|
|
(7,429 |
) |
|
|
(5,584 |
) |
ADJUSTED NET INCOME (NON-GAAP) |
|
$ |
21,155 |
|
|
$ |
22,407 |
|
|
$ |
43,396 |
|
|
$ |
39,634 |
|
Reconciliation of Earnings Per Share (GAAP) to Adjusted Earnings Per Share (Non-GAAP)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
EARNINGS PER SHARE (GAAP) - DILUTED |
|
$ |
0.26 |
|
|
$ |
0.10 |
|
|
$ |
0.37 |
|
|
$ |
0.16 |
|
ADJUSTMENTS TO EARNINGS PER SHARE (GAAP) - DILUTED: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
0.08 |
|
|
|
0.02 |
|
|
|
0.18 |
|
|
|
0.05 |
|
Restructuring activities and other related charges(1) |
|
|
0.01 |
|
|
|
(0.00 |
) |
|
|
0.03 |
|
|
|
(0.01 |
) |
Incremental costs attributed to CEO transition(2) |
|
|
— |
|
|
|
0.09 |
|
|
|
— |
|
|
|
0.09 |
|
Intangible amortization |
|
|
0.18 |
|
|
|
0.15 |
|
|
|
0.34 |
|
|
|
0.31 |
|
Contingent Consideration |
|
|
(0.20 |
) |
|
|
— |
|
|
|
(0.20 |
) |
|
|
— |
|
Inventory step-up charges |
|
|
0.01 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Non-cash interest expense |
|
|
0.07 |
|
|
|
0.06 |
|
|
|
0.13 |
|
|
|
0.12 |
|
Foreign currency impact of certain intercompany loans (3) |
|
|
— |
|
|
|
(0.01 |
) |
|
|
— |
|
|
|
0.06 |
|
Amortization of debt issuance costs |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.02 |
|
Other(4) |
|
|
0.00 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Tax effect of non-GAAP charges |
|
|
(0.05 |
) |
|
|
(0.03 |
) |
|
|
(0.13 |
) |
|
|
(0.10 |
) |
ADJUSTED EARNINGS PER SHARE (NON-GAAP) - DILUTED |
|
$ |
0.37 |
|
|
$ |
0.40 |
|
|
$ |
0.77 |
|
|
$ |
0.70 |
|
7
Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
NET INCOME (GAAP) |
|
$ |
14,866 |
|
|
$ |
5,713 |
|
|
$ |
20,696 |
|
|
$ |
9,009 |
|
ADJUSTMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
|
(6,585 |
) |
|
|
(9,411 |
) |
|
|
(13,899 |
) |
|
|
(18,404 |
) |
Interest expense |
|
|
5,354 |
|
|
|
5,118 |
|
|
|
10,604 |
|
|
|
10,147 |
|
Amortization of debt issuance costs |
|
|
414 |
|
|
|
520 |
|
|
|
827 |
|
|
|
1,003 |
|
Income tax provision |
|
|
3,349 |
|
|
|
3,314 |
|
|
|
5,462 |
|
|
|
3,713 |
|
Depreciation |
|
|
9,850 |
|
|
|
8,308 |
|
|
|
19,405 |
|
|
|
16,472 |
|
Intangible amortization(5) |
|
|
10,231 |
|
|
|
8,549 |
|
|
|
19,380 |
|
|
|
17,176 |
|
EBITDA (NON-GAAP) |
|
|
37,479 |
|
|
|
22,111 |
|
|
|
62,475 |
|
|
|
39,116 |
|
OTHER ADJUSTMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
4,282 |
|
|
|
1,323 |
|
|
|
10,315 |
|
|
|
3,078 |
|
Restructuring activities and other related charges(1)(6) |
|
|
789 |
|
|
|
(56 |
) |
|
|
1,878 |
|
|
|
(640 |
) |
Incremental costs attributed to CEO transition(2) |
|
|
— |
|
|
|
4,967 |
|
|
|
— |
|
|
|
4,967 |
|
Contingent Consideration |
|
|
(11,053 |
) |
|
|
— |
|
|
|
(11,053 |
) |
|
|
— |
|
Inventory step-up charges |
|
|
577 |
|
|
|
— |
|
|
|
577 |
|
|
|
— |
|
Foreign currency impact of certain intercompany loans (3) |
|
|
— |
|
|
|
(342 |
) |
|
|
— |
|
|
|
3,445 |
|
Other(4) |
|
|
102 |
|
|
|
— |
|
|
|
686 |
|
|
|
— |
|
ADJUSTED EBITDA (NON-GAAP) |
|
$ |
32,176 |
|
|
$ |
28,003 |
|
|
$ |
64,878 |
|
|
$ |
49,966 |
|
ADJUSTED EBITDA MARGIN (NON-GAAP) |
|
|
17.6 |
% |
|
|
17.6 |
% |
|
|
18.5 |
% |
|
|
16.0 |
% |
Reconciliation of Cost of Goods Sold (GAAP) to Adjusted Cost Goods Sold (Non-GAAP)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
COST OF GOODS SOLD (GAAP) |
|
$ |
91,224 |
|
|
$ |
77,314 |
|
|
$ |
169,639 |
|
|
$ |
153,705 |
|
ADJUSTMENT TO COST OF GOODS SOLD (GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
(739 |
) |
|
|
(133 |
) |
|
|
(842 |
) |
|
|
(199 |
) |
Restructuring activities and other related charges(1) |
|
|
(480 |
) |
|
|
514 |
|
|
|
(210 |
) |
|
|
1,962 |
|
Intangible amortization |
|
|
(280 |
) |
|
|
— |
|
|
|
(467 |
) |
|
|
— |
|
Inventory step-up charges |
|
|
(577 |
) |
|
|
— |
|
|
|
(577 |
) |
|
|
— |
|
ADJUSTED COST OF GOODS SOLD (NON-GAAP) |
|
$ |
89,148 |
|
|
$ |
77,695 |
|
|
$ |
167,543 |
|
|
$ |
155,468 |
|
GROSS MARGIN (GAAP) |
|
|
50.0 |
% |
|
|
51.3 |
% |
|
|
51.7 |
% |
|
|
50.7 |
% |
ADJUSTED GROSS MARGIN (NON-GAAP) |
|
|
51.1 |
% |
|
|
51.1 |
% |
|
|
52.3 |
% |
|
|
50.2 |
% |
Reconciliation of R&D Expense (GAAP) to Adjusted R&D Expense (Non-GAAP)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
R&D EXPENSE (GAAP) |
|
$ |
13,958 |
|
|
$ |
10,575 |
|
|
$ |
26,882 |
|
|
$ |
21,813 |
|
ADJUSTMENT TO R&D EXPENSE (GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
(693 |
) |
|
|
(63 |
) |
|
|
(1,113 |
) |
|
|
(116 |
) |
Restructuring activities and other related charges(1) |
|
|
12 |
|
|
|
(284 |
) |
|
|
(798 |
) |
|
|
(449 |
) |
Intangible amortization |
|
|
(535 |
) |
|
|
— |
|
|
|
(892 |
) |
|
|
— |
|
ADJUSTED R&D EXPENSE (NON-GAAP) |
|
$ |
12,742 |
|
|
$ |
10,228 |
|
|
$ |
24,079 |
|
|
$ |
21,248 |
|
8
Reconciliation of SG&A Expense (GAAP) to Adjusted SG&A Expense (Non-GAAP)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
SG&A EXPENSE (GAAP) |
|
$ |
71,227 |
|
|
$ |
65,481 |
|
|
$ |
142,482 |
|
|
$ |
127,284 |
|
ADJUSTMENTS TO SG&A EXPENSE (GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
(2,850 |
) |
|
|
(1,127 |
) |
|
|
(8,360 |
) |
|
|
(2,763 |
) |
Restructuring activities and other related charges(1) |
|
|
(321 |
) |
|
|
(174 |
) |
|
|
(870 |
) |
|
|
(873 |
) |
Incremental costs attributed to CEO transition(2) |
|
|
— |
|
|
|
(4,967 |
) |
|
|
— |
|
|
|
(4,967 |
) |
Intangible amortization |
|
|
(9,389 |
) |
|
|
(8,640 |
) |
|
|
(17,966 |
) |
|
|
(17,356 |
) |
Other(4) |
|
|
(102 |
) |
|
|
— |
|
|
|
(686 |
) |
|
|
— |
|
ADJUSTED SG&A EXPENSE (NON-GAAP) |
|
$ |
58,565 |
|
|
$ |
50,573 |
|
|
$ |
114,600 |
|
|
$ |
101,325 |
|
Reconciliation of Net (Loss) Income (GAAP) Guidance to Adjusted Net Income (Non-GAAP) Guidance
|
|
Year Ending December 31, 2025 |
|
|||||
|
|
Low End |
|
|
High End |
|
||
GUIDANCE ON NET INCOME (GAAP) |
|
$ |
48,000 |
|
|
$ |
51,500 |
|
ADJUSTMENTS TO GUIDANCE ON NET INCOME (GAAP): |
|
|
|
|
|
|
||
Inventory Step-Up Costs and Adjustments |
|
|
577 |
|
|
|
577 |
|
Acquisition and integration costs |
|
|
12,677 |
|
|
|
12,677 |
|
Restructuring activities and other related charges(1) |
|
|
2,345 |
|
|
|
2,345 |
|
Contingent Consideration |
|
|
(11,053 |
) |
|
|
(11,053 |
) |
Anticipated pre-tax amortization of acquisition-related intangible assets |
|
|
38,808 |
|
|
|
38,808 |
|
Non-cash interest expense |
|
|
14,826 |
|
|
|
14,826 |
|
Amortization of debt issuance costs |
|
|
1,649 |
|
|
|
1,649 |
|
Tax effect of non-GAAP charges |
|
|
(15,004 |
) |
|
|
(15,004 |
) |
Other(4) |
|
|
686 |
|
|
|
686 |
|
Guidance rounding adjustment |
|
|
(11 |
) |
|
|
(11 |
) |
GUIDANCE ON ADJUSTED NET INCOME (NON-GAAP) |
|
$ |
93,500 |
|
|
$ |
97,000 |
|
Reconciliation of Earnings Per Share (GAAP) Guidance to Adjusted Earnings Per Share (Non-GAAP) Guidance
|
|
Year Ending December 31, 2025 |
|
|||||
|
|
Low End |
|
|
High End |
|
||
GUIDANCE ON EARNINGS PER SHARE (GAAP) - DILUTED |
|
$ |
0.85 |
|
|
$ |
0.92 |
|
ADJUSTMENTS TO GUIDANCE ON EARNINGS PER SHARE (GAAP) - DILUTED: |
|
|
|
|
|
|
||
Inventory Step-Up Costs and Adjustments |
|
|
0.01 |
|
|
|
0.01 |
|
Acquisition and integration costs |
|
|
0.22 |
|
|
|
0.22 |
|
Restructuring activities and other related charges(1) |
|
|
0.04 |
|
|
|
0.04 |
|
Contingent Consideration |
|
|
(0.20 |
) |
|
|
(0.20 |
) |
Anticipated pre-tax amortization of acquisition-related intangible assets |
|
|
0.69 |
|
|
|
0.69 |
|
Non-cash interest expense |
|
|
0.26 |
|
|
|
0.26 |
|
Amortization of debt issuance costs |
|
|
0.03 |
|
|
|
0.03 |
|
Tax effect of non-GAAP charges |
|
|
(0.27 |
) |
|
|
(0.27 |
) |
Other(4) |
|
|
0.01 |
|
|
|
0.01 |
|
Guidance rounding adjustment |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
GUIDANCE ON ADJUSTED EARNINGS PER SHARE (NON-GAAP) - DILUTED |
|
$ |
1.65 |
|
|
$ |
1.72 |
|
FOOTNOTES FOR ALL TABLES ABOVE (amounts in thousands):
9
10