Repligen(US:RGEN)2025-08-07 20:46PART I - FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the period ended June 30, 2025, along with disclosures on market risk and internal controls Item 1. Financial Statements This section presents Repligen Corporation's unaudited condensed consolidated financial statements, including balance sheets, income statements, equity statements, and cash flow statements, for the periods ended June 30, 2025, along with explanatory notes Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $708,855 | $757,355 | | Total current assets | $1,056,865 | $1,066,041 | | Goodwill | $1,114,009 | $1,030,995 | | Total assets | $2,901,627 | $2,829,666 | | Total current liabilities | $123,012 | $126,787 | | Total liabilities | $839,886 | $856,948 | | Total stockholders' equity | $2,061,741 | $1,972,718 | - Total assets increased to $2.90 billion as of June 30, 2025, from $2.83 billion at the end of 2024, primarily driven by an increase in goodwill from acquisitions9 - Cash and cash equivalents decreased by $48.5 million during the first six months of 20259 Condensed Consolidated Statements of Comprehensive Income This section outlines the company's financial performance, including revenue, income from operations, net income, and diluted EPS for the three and six months ended June 30, 2025 and 2024 Statement of Comprehensive Income Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $182,366 | $158,839 | $351,538 | $312,021 | | Income from operations | $13,896 | $5,469 | $20,474 | $9,219 | | Net income | $14,866 | $5,713 | $20,696 | $9,009 | | Diluted EPS | $0.26 | $0.10 | $0.37 | $0.16 | - Total revenue for Q2 2025 increased by 14.8% year-over-year to $182.4 million11 - Net income for Q2 2025 more than doubled to $14.9 million compared to $5.7 million in Q2 2024, with diluted EPS rising to $0.26 from $0.1011 Condensed Consolidated Statements of Stockholders' Equity This section details changes in stockholders' equity, reflecting net income, foreign currency translation adjustments, and other equity transactions for the period - Total stockholders' equity grew from $1.97 billion at the end of 2024 to $2.06 billion as of June 30, 202513 - The increase in stockholders' equity during the first six months of 2025 was primarily driven by net income of $20.7 million and a significant positive foreign currency translation adjustment of $50.8 million13 Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $43,614 | $86,898 | | Net cash used in investing activities | ($81,947) | ($15,762) | | Net cash used in financing activities | ($15,161) | ($14,747) | | Net (decrease) increase in cash | ($48,500) | $57,823 | - Cash from operating activities decreased significantly to $43.6 million in the first half of 2025 from $86.9 million in the prior year period16 - Investing activities used $81.9 million in H1 2025, largely due to $70.0 million spent on acquisitions, a substantial increase from $15.8 million in H1 202416 Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations of the accounting policies, significant transactions, and specific financial items presented in the condensed consolidated financial statements - On March 4, 2025, the company acquired 908 Devices Inc.'s PAT Portfolio for cash consideration of $69.9 million, resulting in provisional goodwill of $50.1 million404245 - The company's Restructuring Plan, initiated in July 2023, was completed in Q2 2025. Total pre-tax charges related to the plan amounted to $83.3 million, with $4.1 million incurred in the first six months of 20255455 - As of June 30, 2025, the company had $600.0 million in principal amount of 1.00% Convertible Senior Notes due 2028, with a carrying value of $533.7 million69 - For the six months ended June 30, 2025, the company's effective tax rate was 20.9%, a decrease from 29.2% in the same period of 2024, primarily due to nontaxable contingent consideration and lower non-deductible stock-based compensation103 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and results of operations for the three and six months ended June 30, 2025, covering revenue growth, acquisition impacts, gross margin, operating expenses, liquidity, and cash flows Overview This section provides a general description of Repligen Corporation's business, strategic initiatives, and recent acquisitions in the bioprocessing technology sector - Repligen is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems for manufacturing biological drugs117 - The company's strategy involves both organic growth initiatives and targeted acquisitions to maximize its product platform's value119 - Recent acquisitions include the 908 Devices PAT Portfolio in March 2025 and Tantti Laboratory Inc. in December 2024, aimed at strengthening the company's portfolio in process analytical technology and new modalities, respectively122124126 Results of Operations This section analyzes the company's financial performance, including revenue trends, gross margin changes, and operating expense fluctuations for the reported periods Revenue Performance (in thousands) | Period | Total Revenue | YoY Growth | Product Revenue | YoY Growth | | :--- | :--- | :--- | :--- | :--- | | Q2 2025 | $182,366 | 14.8% | $182,329 | 14.8% | | H1 2025 | $351,538 | 12.7% | $351,466 | 12.7% | - Product revenue growth in H1 2025 was primarily driven by the Proteins, Chromatography, and Analytics franchises. The acquisition of 908 Devices contributed $4.0 million to revenue in H1 2025130 - Q2 2025 gross margin decreased to 50.0% from 51.3% YoY, attributed to a product mix with higher sales of lower-margin procured resin for OPUS columns134 - R&D expenses increased by 32.0% in Q2 2025 and 23.2% in H1 2025, primarily due to the recent acquisitions of 908 Devices PAT Portfolio and Tantti137 - A gain of $7.9 million was recognized from the change in fair value of contingent consideration for the three and six months ended June 30, 2025, due to revised revenue forecasts for the Tantti acquisition33141 Liquidity and Capital Resources This section assesses the company's cash position, sources and uses of cash, and its ability to meet short-term and long-term financial obligations - The company held cash and cash equivalents of $708.9 million at June 30, 2025, down from $757.4 million at December 31, 2024151 - Cash from operations for H1 2025 was $43.6 million, a decrease from $86.9 million in H1 2024, driven by unfavorable changes in working capital, including an increase in accounts receivable154155 - Cash used in investing activities in H1 2025 was $81.9 million, primarily for the $69.9 million acquisition of the 908 Devices PAT Portfolio157 - Management believes current cash balances are adequate to meet cash needs for at least the next 24 months, excluding potential acquisitions164 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company states there were no material changes to its market risk exposure during the three months ended June 30, 2025, from what was disclosed in its 2024 Annual Report on Form 10-K - There were no material changes to the company's market risk exposure during the three months ended June 30, 2025170 - The company refers to its Annual Report on Form 10-K for the year ended December 31, 2024, for a full discussion of its exposure to market risks170 Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, for which a remediation plan is underway - Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025173 - The ineffectiveness is due to previously disclosed material weaknesses in internal control over financial reporting related to: (1) revenue recognition, (2) IT general controls, and (3) certain business process-level controls174177 - A remediation plan is in progress to address the identified deficiencies, including designing new controls, enhancing existing procedures, and hiring additional staff176178179 PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety disclosures, other information, and exhibits Item 1. Legal Proceedings The company reports that it is not currently aware of any legal proceedings or claims that would have a material adverse effect on its business, financial condition, or results of operations - The company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business181 Item 1A. Risk Factors The company states there are no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the period ended December 31, 2024 - There are no material changes to the risk factors described in the company's Form 10-K for the period ended December 31, 2024182 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities during the period - None183 Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None184 Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable185 Item 5. Other Information The company reports that none of its directors or officers adopted, modified, or terminated a Rule 10(b)5-1 trading plan during the fiscal quarter - No director or officer adopted, modified, or terminated a Rule 10(b)5-1 trading plan during the fiscal quarter ended June 30, 2025186 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - This section lists all exhibits filed with the report, including corporate governance documents and certifications required under the Sarbanes-Oxley Act188