Repligen Corp 10-Q for FY2024 Q2

Repligen Corp (RGEN)

10-Q 2024-07-30 For: 2024-06-30

Added on April 09, 2026

About this 10-Q

Repligen Corp filed this 10-Q on July 30, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $154.07M; down 3.2% from $159.17M a year earlier
Net income: $3.32M; down 83.4% from net income of $20.06M a year earlier
Diluted EPS: $0.06; down 82.9% from $0.35 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



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

	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2024 and 2023	4

	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

Signatures		40


	June 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	809,146		$	751,323
Accounts receivable, net of reserves of $1,823 and $2,122 at June 30, 2024 and December 31, 2023, respectively		123,245			124,161
Inventories, net		190,528			202,321
Assets held for sale		1,016			—
Prepaid expenses and other current assets		34,983			33,238
Total current assets		1,158,918			1,111,043
Noncurrent assets:
Property, plant and equipment, net		204,599			207,440
Intangible assets, net		379,813			400,486
Goodwill		985,613			987,120
Deferred tax assets		678			1,530
Operating lease right of use assets		131,450			115,515
Other noncurrent assets		853			1,277
Total noncurrent assets		1,703,006			1,713,368
Total assets	$	2,861,924		$	2,824,411
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	20,910		$	19,563
Operating lease liability		12,129			5,631
Current contingent consideration		13,936			12,983
Accrued liabilities		57,851			50,533
Convertible Senior Notes due 2024, net		69,481			69,452
Total current liabilities		174,307			158,162
Noncurrent liabilities:
Convertible Senior Notes due 2028, net		517,725			510,143
Deferred tax liabilities		36,305			40,466
Noncurrent operating lease liability		143,518			126,578
Noncurrent contingent consideration		—			14,070
Other noncurrent liabilities		3,707			3,789
Total noncurrent liabilities		701,255			695,046
Total liabilities		875,562			853,208
Commitments and contingencies (Note 10)
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; 55,902,860 shares at June 30, 2024 and 55,766,078 shares at December 31, 2023 issued and outstanding		559			558
Additional paid-in capital		1,585,782			1,569,227
Accumulated other comprehensive loss		(44,243	)		(37,431	)
Accumulated earnings		444,264			438,849
Total stockholders’ equity		1,986,362			1,971,203
Total liabilities and stockholders’ equity	$	2,861,924		$	2,824,411


	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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue:
Product	$	154,038		$	159,133		$	305,348		$	341,754
Royalty and other revenue		35			36			71			75
Total revenue		154,073			159,169			305,419			341,829
Costs and operating expenses:
Cost of goods sold		77,314			79,307			153,705			161,152
Research and development		10,575			9,706			21,813			21,860
Selling, general and administrative		64,697			48,966			126,383			105,136
Contingent consideration		—			1,791			—			3,026
Total costs and operating expenses		152,586			139,770			301,901			291,174
Income from operations		1,487			19,399			3,518			50,655
Other income (expenses):
Investment income		9,411			5,964			18,404			11,450
Interest expense		(4,981	)		(274	)		(9,872	)		(544	)
Amortization of debt issuance costs		(520	)		(457	)		(1,003	)		(914	)
Other (expenses) income		(215	)		528			(3,751	)		605
Other income, net		3,695			5,761			3,778			10,597
Income before income taxes		5,182			25,160			7,296			61,252
Income tax provision		1,861			5,096			1,881			12,359
Net income	$	3,321		$	20,064		$	5,415		$	48,893
Earnings per share:
Basic	$	0.06		$	0.36		$	0.10		$	0.88
Diluted (Note 12)	$	0.06		$	0.35		$	0.10		$	0.86
Weighted average common shares outstanding:
Basic		55,884			55,705			55,838			55,648
Diluted (Note 12)		56,434			56,858			56,477			56,932

Net income	$	3,321		$	20,064		$	5,415		$	48,893
Other comprehensive income (loss):
Foreign currency translation adjustment		(1,531	)		(6,068	)		(6,812	)		(2,795	)
Comprehensive income (loss)	$	1,790		$	13,996		$	(1,397	)	$	46,098


	Three Months Ended June 30, 2024
	Common Stock
	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders' Equity
Balance at March 31, 2024		55,841,318		$	559		$	1,571,811		$	(42,712	)	$	440,943	$	1,970,601
Net income		—			—			—			—			3,321		3,321
Conversion of debt		2			0			(53	)		—			—		(53	)
Exercise of stock options and vesting of stock units		40,560			0			842			—			—		842
Tax withholding on vesting of restricted stock units		(7,658	)		(0	)		(1,234	)		—			—		(1,234	)
Issuance of common stock pursuant to contingent consideration earnout payments		28,638			0			5,202			—			—		5,202
Stock-based compensation expense		—			—			9,214			—			—		9,214
Translation adjustment		—			—			—			(1,531	)		—		(1,531	)
Balance at June 30, 2024		55,902,860		$	559		$	1,585,782		$	(44,243	)	$	444,264	$	1,986,362


	Three Months Ended June 30, 2023
	Common Stock
	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders' Equity
Balance at March 31, 2023		55,644,301		$	556		$	1,544,956		$	(31,121	)	$	426,101	$	1,940,492
Net income		—			—			—			—			20,064		20,064
Conversion of debt		6			0			(3	)		—			—		(3	)
Exercise of stock options and vesting of stock units		36,184			1			32			—			—		33
Tax withholding on vesting of restricted stock units		(9,631	)		(0	)		(1,547	)		—			—		(1,547	)
Issuance of common stock pursuant to the acquisition of FlexBiosys, Inc.		31,415			0			5,243			—			—		5,243
Issuance of common stock pursuant to contingent consideration earnout payments		42,621			0			7,229			—			—		7,229
Stock-based compensation expense		—			—			5,483			—			—		5,483
Translation adjustment		—			—			—			(6,068	)		—		(6,068	)
Balance at June 30, 2023		55,744,896		$	557		$	1,561,393		$	(37,189	)	$	446,165	$	1,970,926


	Six Months Ended June 30, 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		55,766,078		$	558		$	1,569,227		$	(37,431	)	$	438,849	$	1,971,203
Net income		—			—			—			—			5,415		5,415
Conversion of debt		2			0			(107	)		—			—		(107	)
Exercise of stock options and vesting of stock units		152,481			2			1,786			—			—		1,788
Tax withholding on vesting of restricted stock units		(47,109	)		(1	)		(8,856	)		—			—		(8,857	)
Issuance of common stock pursuant to contingent consideration earnout payments		31,408			0			5,742			—			—		5,742
Stock-based compensation expense		—			—			17,990			—			—		17,990
Translation adjustment		—			—			—			(6,812	)		—		(6,812	)
Balance at June 30, 2024		55,902,860		$	559		$	1,585,782		$	(44,243	)	$	444,264	$	1,986,362


	Six Months Ended June 30, 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		—			—			—			—			48,893		48,893
Conversion of debt		6			—			(3	)		—			—		(3	)
Exercise of stock options and vesting of stock units		176,394			2			60			—			—		62
Tax withholding on vesting of restricted stock units		(63,238	)		(1	)		(11,139	)		—			—		(11,140	)
Issuance of common stock pursuant to the acquisition of FlexBiosys, Inc.		31,415			0			5,243			—			—		5,243
Issuance of common stock pursuant to the contingent consideration earnout payments		42,621			0			7,229			—			—		7,229
Stock-based compensation expense		—			—			12,737			—			—		12,737
Translation adjustment		—			—			—			(2,795	)		—		(2,795	)
Balance at June 30, 2023		55,744,896		$	557		$	1,561,393		$	(37,189	)	$	446,165	$	1,970,926


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 June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	735,008	$	—	$	—	$	735,008
Liabilities:
Short-term contingent consideration	$	—	$	—	$	13,936	$	13,936

	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


Balance at December 31, 2023	$	27,053
Payment of contingent consideration earnouts		(13,117	)
Decrease in fair value of contingent consideration earnouts		—
Balance at June 30, 2024	$	13,936


Contingent Consideration Earnout	Fair Value as of June 30, 2024		Valuation Technique	Unobservable Input	Range	Weighted Average(1)
				Probability of
				Success	100%	100%
Commercialization-based payments	$	9,678	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 Liability December 31, 2023		Restructuring Costs		Amounts Paid in 2024			Noncash Restructuring Items			Restructuring Liability June 30, 2024

Severance & employee-related costs	$	464	$	2,158	$	(1,909	)	$	(74	)	$	639
Accelerated depreciation		—		19		—			(19	)		—
Facility and other exit costs		—		218		(218	)		—			—
Total	$	464	$	2,395	$	(2,127	)	$	(93	)	$	639


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	)
Noncurrent deferred tax liability		(12,481	)
Noncurrent operating lease liability		(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 noncurrent assets		10
Accounts payable		(136	)
Accrued liabilities		(314	)
Operating lease liability		(39	)
Noncurrent operating lease liability		(3,498	)
Fair value of net assets acquired	$	41,030


	For the Three Months Ended June 30, 2024
	Severance & Employee-Related Costs		Accelerated Depreciation		Facility and Other Exit Costs		Total
	(Amounts in thousands)
Cost of goods sold	$	371	$	—	$	143	$	514
Research and development		284		—		—		284
Selling, general and administrative		157		—		17		174
	$	812	$	—	$	160	$	972


	For the Six Months Ended June 30, 2024
	Severance & Employee-Related Costs		Accelerated Depreciation		Facility and Other Exit Costs		Total
	(Amounts in thousands)
Cost of goods sold	$	853	$	19	$	201	$	1,073
Research and development		449		—		—		449
Selling, general and administrative		856		—		17		873
	$	2,158	$	19	$	218	$	2,395


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Amounts in thousands)
Product revenue	$	154,038	$	159,133	$	305,348	$	341,754
Royalty and other income		35		36		71		75
Total revenue	$	154,073	$	159,169	$	305,419	$	341,829


Balance at December 31, 2023	$	987,120
Measurement period adjustment - Metenova		(56	)
Cumulative translation adjustment		(1,451	)
Balance at June 30, 2024	$	985,613


	June 30, 2024
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
	(Amounts in thousands)
Finite-lived intangible assets:
Technology - developed	$	246,917	$	(51,796	)	$	195,121		16
Patents		240		(240	)		—		8
Customer relationships		268,683		(92,419	)		176,264		15
Trademarks		8,698		(2,043	)		6,655		19
Other intangibles		3,859		(2,786	)		1,073		3
Total finite-lived intangible assets		528,397		(149,284	)		379,113		15
Indefinite-lived intangible asset:
Trademarks		700		—			700		—
Total intangible assets	$	529,097	$	(149,284	)	$	379,813


	December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
	(Amounts in thousands)
Finite-lived intangible assets:
Technology - developed	$	249,594	$	(44,162	)	$	205,432		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		532,454		(132,668	)		399,786		15
Indefinite-lived intangible asset:
Trademarks		700		—			700		—
Total intangible assets	$	533,154	$	(132,668	)	$	400,486


	Estimated
	Amortization
For the Years Ended December 31,	Expense
2024 (remaining six months)	$	16,882
2025		33,608
2026		33,270
2027		33,236
2028		33,137
2029 and thereafter		228,980
Total	$	379,113


	June 30,
	2024
Land	$	101
Buildings		915
Total assets held for sale	$	1,016



	June 30, 2024			December 31, 2023
	(Amounts in thousands)
1.00% Convertible Senior Notes due 2028:
Principal amount	$	600,000		$	600,000
Unamortized debt discount		(74,733	)		(81,457	)
Unamortized debt issuance costs		(7,542	)		(8,400	)
Carrying amount - Convertible Senior Notes due 2028, net	$	517,725		$	510,143
0.375% Convertible Senior Notes due 2024:
Principal amount	$	69,504		$	69,700
Unamortized debt issuance costs		(23	)		(248	)
Carrying amount - Convertible Senior Notes due 2024, net	$	69,481		$	69,452


	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		60,736		$	184.66
Exercised		(26,661	)	$	67.08
Forfeited/expired/cancelled(1)		(22,027	)	$	192.07
Options outstanding at June 30, 2024		661,178		$	92.26
Options exercisable at June 30, 2024		413,411		$	74.55
Vested and expected to vest at June 30, 2024(2)		655,251		$	91.51		5.41	$	35,463


	Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		474,320		$	155.59
Awarded		178,252		$	188.57
Vested		(125,820	)	$	143.87
Forfeited/cancelled(1)		(69,442	)	$	189.15
Unvested at June 30, 2024		457,310		$	166.59
Vested and expected to vest at June 30, 2024(2)		397,312		$	164.77


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenue by customers' geographic locations:
North America		50	%		46	%		50	%		42	%
Europe		36	%		36	%		34	%		37	%
APAC/Other		14	%		18	%		16	%		21	%
Total revenue		100	%		100	%		100	%		100	%


	Three Months Ended June 30,				Increase/(Decrease)						Six Months Ended June 30,				Increase/(Decrease)
	2024		2023		$ Change			% Change			2024		2023		$ Change			% Change
	(Amounts in thousands, except for percentage data)
Revenue:
Products	$	154,038	$	159,133	$	(5,095	)		(3.2	%)	$	305,348	$	341,754	$	(36,406	)		(10.7	%)
Royalty and other		35		36		(1	)		(2.8	%)		71		75		(4	)		(5.3	%)
Total revenue	$	154,073	$	159,169	$	(5,096	)		(3.2	%)	$	305,419	$	341,829	$	(36,410	)		(10.7	%)


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).

10.1+†		Fourth Amended and Restated Employment Agreement, dated June 12, 2024, by and between Repligen Corporation and Tony J. Hunt.

10.2+†		Employment Agreement, dated June 12, 2024, by and between Repligen Corporation and Olivier Loeillot.

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: July 30, 2024	By:	/S/ TONY J. HUNT
		Tony J. Hunt
		Chief Executive Officer
		(Principal executive officer)
		Repligen Corporation

Date: July 30, 2024	By:	/S/ JASON K. GARLAND
		Jason K. Garland
		Chief Financial Officer
		(Principal financial officer)
		Repligen Corporation



REPLIGEN CORPORATION

/s/ KAREN A. DAWES
By:		Karen A. Dawes
Its:		Chairperson of the Board


EXECUTIVE

/s/ ANTHONY HUNT
Anthony Hunt