Repligen Corp. Amends 2023 10-K Filing

TL;DR

Repligen filed a 10-K/A for 2023, updating financials and mentioning 2028 notes & Avitide acquisition.

AI Summary

Repligen Corp. filed an amendment to its 2023 10-K on November 18, 2024. The filing includes financial data for the fiscal year ending December 31, 2023, detailing net sales, selling, general, and administrative expenses, and information on convertible senior notes due in 2028. It also references the acquisition of Avitide Inc. on September 16, 2021.

Why It Matters

This amendment provides updated financial and operational details for Repligen Corp. for the 2023 fiscal year, which could impact investor understanding of the company's performance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine amendment to a previously filed annual report, not indicating new material risks.

Key Numbers

• 20231231 — Fiscal Year End (Financial reporting period)
• 20241118 — Filing Date (Date of amendment submission)

Key Players & Entities

• REPLIGEN CORP (company) — Filer
• 0000730272 (company) — Central Index Key
• 41 SEYON STREET (company) — Business Address
• WALTHAM (company) — Business City
• MA (company) — Business State
• 02453 (company) — Business Zip
• 20231231 (date) — Fiscal Year End
• 20241118 (date) — Filing Date
• rgen:OnePointZeroZeroPercentConvertibleSeniorNotesDueTwentyTwentyEightMember (dollar_amount) — Convertible Senior Notes
• rgen:AvitideIncMember (company) — Acquired Company

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock , par value $0.01 per share RGEN The Nasdaq Global Se

Filing Documents

• rgen-20231231.htm (10-K/A) — 5076KB
• rgen-ex23_1.htm (EX-23.1) — 7KB
• rgen-ex31_1.htm (EX-31.1) — 13KB
• rgen-ex31_2.htm (EX-31.2) — 13KB
• rgen-ex32_1.htm (EX-32.1) — 16KB
• 0000950170-24-127842.txt ( ) — 25769KB
• rgen-20231231.xsd (EX-101.SCH) — 2807KB
• rgen-20231231_htm.xml (XML) — 6691KB

, Item 1. Business

Part I, Item 1. Business

, Item 1A. Risk Factors

Part I, Item 1A. Risk Factors

, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

, Item 7.A. Quantitative and Qualitative Disclosures About Market Risk

Part II, Item 7.A. Quantitative and Qualitative Disclosures About Market Risk

, Item 8. Financial Statements and Supplementary Data

Part II, Item 8. Financial Statements and Supplementary Data

, Item 9A. Controls and Procedures

Part II, Item 9A. Controls and Procedures

, Item 15. Exhibits, Financial Statement Schedules

Part IV, Item 15. Exhibits, Financial Statement Schedules This Amendment also deletes certain "non-GAAP financial measures" (as defined in applicable SEC regulations). Specifically, the following non-GAAP financial measures that were originally included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Original Report have been removed: Non-GAAP adjusted income from operations; Non-GAAP adjusted net income and adjusted earnings per share; and Non-GAAP adjusted EBITDA. Historically, the Company provided non-GAAP adjusted income from operations, non-GAAP adjusted net income and adjusted earnings per share, and non-GAAP adjusted EBITDA as supplemental measures to GAAP measures regarding our operating performance because we believed these non-GAAP measures were helpful to investors in providing a comparison of our financial results between periods that more accurately reflects how management reviewed its financial results. However, starting from the quarterly report for the quarter ended March 31, 2024, the Company stopped providing these non-GAAP financial measures in periodic reports filed with the SEC. In addition, the Company does not intend to include in future filings the non-GAAP financial measures originally included in the Original Report. Accordingly, the Company has concluded that it is advisable to delete these non-GAAP financial measures from this Amendment. Except as it relates to the restatement and related disclosures as well as the deletion of the non-GAAP financial measures discussed above, and an update to the "Summary of Significant Accounting Policies" related to the convertible instruments described in Note 3 to the consolidated financial statements herein, this Amendment does not reflect events occurring after the date of the Original Report. Among other things, forward looking statements made in the Original Report have not been revised to reflect events that occurred or facts tha

Forward-looking Statements

Forward-looking Statements 1 PART I 2 Item 1. Business (Restated) 2 Item 1A. Risk Factors (Restated) 18 PART II Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Restated)

Management's Discussion and Analysis of Financial Condition and Results of Operations (Restated) 36 Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk (Restated)

Quantitative and Qualitative Disclosures About Market Risk (Restated) 50 Item 8.

Financial Statements and Supplementary Data (Restated)

Financial Statements and Supplementary Data (Restated) 51 Item 9A.

Controls and Procedures (Restated)

Controls and Procedures (Restated) 51 PART IV 56 Item 15. Exhibits and Financial Statement Schedules (Restated) 56

SIGNATURES

SIGNATURES 60 Summary of the Material Risks Associated with Our Business Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. These risks include, but are not limited to, the following: Our product revenue may be negatively impacted by a number of factors, including without limitation, competition in the bioprocessing market, our historical reliance on a limited number of large customers, our ability to develop or acquire additional bioprocessing products in the future, our ability to manufacture our bioprocessing products sufficiently and timely, supply chain issues and/or disruption, and our ability to effectively penetrate the bioprocessing products market. We rely on a limited number of suppliers or, for certain of our products, one supplier, and we may not be able to find replacements or immediately transition to alternative suppliers, which could have a material adverse effect on our financial condition, results of operations and reputation. The market may not be receptive to our new bioprocessing products upon their introduction. If our products do not perform as expected or the reliability of the technology on which our products are based is questioned, we could experience lost revenue, delayed or reduced market acceptance, increased cost and damage to our reputation. If we are unable to manufacture our products in sufficient quantities and in a timely manner, our operating results will be harmed, our ability to generate revenue could be diminished and our gross margin may be negatively impacted. Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies. Our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates. Our corporate restructuring and the associated headcount reduction may not result in anticipate

B USINESS

ITEM 1. B USINESS The following discussion of our business contains forward-looking statements that involve risks and uncertainties. When used in this report, the words "intend," "anticipate," "believe," "estimate," "plan" and "expect" and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements and are a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this Amendment. References throughout this Amendment to "Repligen Corporation", "Repligen", "we", "us", "our", or the "Company" refer to Repligen Corporation and its subsidiaries, taken as a whole, unless the context otherwise indicates. Overview Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs. As the overall market for biologics continues to grow and expand, our primary customers – global biopharmaceutical companies, contract development and manufacturing organizations and other life science companies (integrators) – face critical production cost, capacity, quality and time pressures. Built to address these concerns, our products help set new standards for the way biologics are manufactured. We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies ("mAbs") and mAb derivatives, recombinant proteins, vaccines, and cell and gene therapies ("C&GT") – that are improving human health worldwide. Increasingly, our technologies are being implemented to overcome challenges in processing plasmid DNA (a starting material for the production of mRNA) and gene delivery vectors such as lentivirus and adeno-associated viral vectors. We currently operate as one

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View this 10-K/A filing on SEC EDGAR