Restatement of Previously Issued Financial Statements | 1. Restatement of Previously Issued Financial Statements In the third quarter of 2024, Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) identified a material accounting error related to the timing of revenue recognition which impacts the Company’s condensed consolidated financial statements as of December 31, 2023 and for the three and nine month periods ended September 30, 2023. Within this Quarterly Report on Form 10-Q, the Company has restated all impacted financial information and footnote disclosures impacted by the error. A description of the error and its impact on the previously issued financial statements is included below. Description of restatement adjustments During the first quarter of 2023, a customer cancelled two COVID-related, non-cancellable product purchase orders (“Cancelled PO’s”) in exchange for a $ 17.3 million one-time cash payment (the “Payment”), which the Company received in April 2023. At the time of cancellation, no product units had been delivered under the Cancelled PO’s and the Company had two other open purchase orders from the same customer for the same product (“Open PO’s”). The Company originally accounted for the Cancelled PO’s as a single contract and recognized the $ 17.3 million payment as component of product revenue in the first quarter of 2023. In the third quarter of 2024, the Company reassessed the accounting treatment of the Payment and concluded that the Cancelled PO’s and Open PO’s represented a combined contract such that the February 2023 transaction should have been analyzed and accounted for as a contract modification, which required the Payment to be deferred and recognized as product units were delivered under the Open PO’s ( the "Misstatement"). All Open PO product units were fully delivered to the customer by June 30, 2024. The correction of the error affects certain financial statement line items in both the three and nine month periods ended September 2023 included in these condensed consolidated financial statements, including but not limited to product revenues, income tax provision, foreign currency translation, deferred revenues, prepaid expenses, deferred taxes and earnings-per-share. Consolidated Financial Statements - Restatement Reconciliation Tables The following tables present the impact of the financial statement adjustments on the Company's previously reported condensed consolidated financial statements. The "Previously Reported" amounts in the following tables are amounts derived from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2024, and our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, originally filed with the SEC on October 31, 2023. The amounts in the columns labeled "Revenue Adjustments" represent the effect of adjustments resulting from the correction of the overstatement of revenues associated with the Payment and related tax impact. The amounts in the columns labeled "Other Adjustments" represent the effect of other adjustments that relate to other unrelated errors in previously filed financial statements that were not material, individually or in the aggregate, to those filed financial statements. The effects of both the restatement for the Revenue Adjustments and the Other Adjustments have been corrected in all impacted tables and footnotes throughout these condensed consolidated financial statements. December 31, 2023 As Previously Reported Revenue Adjustments Other Adjustments As Restated ASSETS Current assets: Cash and cash equivalents $ 751,323 $ — $ — $ 751,323 Marketable securities held to maturity — — — — Accounts receivable, net of reserves of $ 2,122 and $ 1,365 at 124,161 — — 124,161 Inventories, net 202,321 — — 202,321 Prepaid expenses and other current assets 33,238 303 — 33,541 Total current assets 1,111,043 303 — 1,111,346 Noncurrent assets: Property, plant and equipment, net 207,440 — — 207,440 Intangible assets, net 400,486 — 6,471 406,957 Goodwill 987,120 — — 987,120 Deferred tax assets 1,530 — — 1,530 Operating lease right of use assets 115,515 — — 115,515 Other noncurrent assets 1,277 — — 1,277 Total noncurrent assets 1,713,368 — 6,471 1,719,839 Total assets $ 2,824,411 $ 303 $ 6,471 $ 2,831,185 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 19,563 $ — $ — $ 19,563 Operating lease liability 5,631 — — 5,631 Current contingent consideration 12,983 — — 12,983 Accrued liabilities 50,533 6,780 — 57,313 Convertible Senior Notes due 2024, net 69,452 — — 69,452 Total current liabilities 158,162 6,780 — 164,942 Noncurrent liabilities: Convertible Senior Notes due 2028, net 510,143 — — 510,143 Deferred tax liabilities 40,466 ( 903 ) ( 239 ) 39,324 Noncurrent operating lease liability 126,578 — — 126,578 Noncurrent contingent consideration 14,070 — — 14,070 Other noncurrent liabilities 3,789 — 7,494 11,283 Total noncurrent liabilities 695,046 ( 903 ) 7,255 701,398 Total liabilities 853,208 5,877 7,255 866,340 Commitments and contingencies (Note 14) 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; 55,766,078 shares at December 31, 2023 and 55,557,698 shares at December 31, 2022 issued and outstanding 558 — — 558 Additional paid-in capital 1,569,227 — — 1,569,227 Accumulated other comprehensive loss ( 37,431 ) ( 377 ) — ( 37,808 ) Accumulated earnings 438,849 ( 5,197 ) ( 784 ) 432,868 Total stockholders’ equity 1,971,203 ( 5,574 ) ( 784 ) 1,964,845 Total liabilities and stockholders’ equity $ 2,824,411 $ 303 $ 6,471 $ 2,831,185 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 As Previously Reported Revenue Adjustments Other Adjustments As Restated As Previously Reported Revenue Adjustments Other Adjustments As Restated Revenue: Products $ 141,156 $ — $ — $ 141,156 $ 482,910 $ ( 17,280 ) $ — $ 465,630 Royalty and other revenue 36 — — 36 111 — — 111 Total revenue 141,192 — — 141,192 483,021 ( 17,280 ) — 465,741 Costs and operating expenses: Cost of product revenue 104,634 — — 104,634 265,786 — — 265,786 Research and development 10,577 — — 10,577 32,437 — — 32,437 Selling, general and administrative 55,465 — 117 55,582 160,601 — 353 160,954 Contingent consideration ( 34,292 ) — — ( 34,292 ) ( 31,266 ) — — ( 31,266 ) Total costs and operating expenses 136,384 — 117 136,501 427,558 — 353 427,911 Income from operations 4,808 — ( 117 ) 4,691 55,463 ( 17,280 ) ( 353 ) 37,830 Other income (expenses): Investment income 6,662 — — 6,662 18,112 — — 18,112 Interest expense ( 269 ) — ( 139 ) ( 408 ) ( 813 ) — ( 414 ) ( 1,227 ) Amortization of debt issuance costs ( 459 ) — — ( 459 ) ( 1,373 ) — — ( 1,373 ) Other income (expenses) 895 — — 895 1,500 — — 1,500 Other income (expenses), net 6,829 — ( 139 ) 6,690 17,426 — ( 414 ) 17,012 Income before income taxes 11,637 — ( 256 ) 11,381 72,889 ( 17,280 ) ( 767 ) 54,842 Income tax (benefit) provision ( 6,535 ) 1,053 ( 60 ) ( 5,542 ) 5,824 ( 2,849 ) ( 179 ) 2,796 Net income $ 18,172 $ ( 1,053 ) $ ( 196 ) $ 16,923 $ 67,065 $ ( 14,431 ) $ ( 588 ) $ 52,046 Earnings per share: Basic $ 0.33 $ ( 0.02 ) $ ( 0.01 ) $ 0.30 $ 1.20 $ ( 0.26 ) $ ( 0.01 ) $ 0.93 Diluted (Note 13) $ 0.32 $ ( 0.02 ) $ — $ 0.30 $ 1.18 $ ( 0.25 ) $ ( 0.02 ) $ 0.91 Weighted average common shares outstanding: Basic 55,766 — — 55,766 55,688 — — 55,688 Diluted (Note 13) 56,940 — — 56,940 56,933 — — 56,933 Net income $ 18,172 $ ( 1,053 ) $ ( 196 ) $ 16,923 $ 67,065 $ ( 14,431 ) $ ( 588 ) $ 52,046 Other comprehensive income (loss): Foreign currency translation adjustment ( 6,382 ) 502 — ( 5,880 ) ( 9,177 ) 205 — ( 8,972 ) Comprehensive income $ 11,790 $ ( 551 ) $ ( 196 ) $ 11,043 $ 57,888 $ ( 14,226 ) $ ( 588 ) $ 43,074 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 June 30, 2023 ( 37,189 ) ( 297 ) — ( 37,486 ) 446,165 ( 13,378 ) ( 392 ) 432,395 1,970,926 ( 13,675 ) ( 392 ) 1,956,859 Net income — — — — 18,172 ( 1,053 ) ( 196 ) 16,923 18,172 ( 1,053 ) ( 196 ) 16,923 Translation adjustment ( 6,382 ) 502 — ( 5,880 ) — — — — ( 6,382 ) 502 — ( 5,880 ) Balance at September 30, 2023 ( 43,571 ) 205 — ( 43,366 ) 464,337 ( 14,431 ) ( 588 ) 449,318 1,988,557 ( 14,226 ) ( 588 ) 1,973,743 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, 2022 ( 34,394 ) — — ( 34,394 ) 397,272 — — 397,272 1,910,700 — — 1,910,700 Net income — — — — 67,065 ( 14,431 ) ( 588 ) 52,046 67,065 ( 14,431 ) ( 588 ) 52,046 Translation adjustment ( 9,177 ) 205 — ( 8,972 ) — — — — ( 9,177 ) 205 — ( 8,972 ) Balance at September 30, 2023 ( 43,571 ) 205 — ( 43,366 ) 464,337 ( 14,431 ) ( 588 ) 449,318 1,988,557 ( 14,226 ) ( 588 ) 1,973,743 Nine Months Ended September 30, 2023 As Previously Reported Revenue Adjustments Other Adjustments As Restated Cash flows from operating activities: Net income $ 67,065 $ ( 14,431 ) $ ( 588 ) $ 52,046 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 50,942 — 353 51,295 Amortization of debt issuance costs 1,373 — — 1,373 Stock-based compensation 19,110 — — 19,110 Deferred income taxes, net ( 9,756 ) 667 ( 179 ) ( 9,268 ) Contingent consideration ( 31,266 ) — — ( 31,266 ) Non-cash interest income ( 2,023 ) — — ( 2,023 ) Operating lease right of use asset amortization 10,203 — — 10,203 Other 861 — 414 1,275 Changes in operating assets and liabilities, excluding impact of acquisitions: Accounts receivable 8,315 — — 8,315 Inventories 25,979 — — 25,979 Prepaid expenses and other assets ( 10,733 ) ( 2,016 ) — ( 12,749 ) Other assets ( 707 ) — — ( 707 ) Accounts payable ( 8,619 ) — — ( 8,619 ) Accrued expenses ( 28,294 ) 15,780 — ( 12,514 ) Operating lease liabilities ( 7,676 ) — — ( 7,676 ) Long-term liabilities 79 — — 79 Total cash provided by operating activities 84,853 — — 84,853 Cash flows from investing activities: Acquisitions, net of cash acquired ( 27,843 ) — — ( 27,843 ) Proceeds from maturity of marketable securities held to maturity 102,323 — — 102,323 Additions to capitalized software costs ( 2,736 ) — — ( 2,736 ) Purchases of property, plant and equipment ( 25,135 ) — — ( 25,135 ) Purchase of intellectual property — — — — Other investing activities 21 — — 21 Total cash provided by (used in) investing activities 46,630 — — 46,630 Cash flows from financing activities: Proceeds from exercise of stock options 356 — — 356 Payment of tax withholding obligation on vesting of restricted stock ( 12,178 ) — — ( 12,178 ) Repayment of Convertible Senior Notes ( 33 ) — — ( 33 ) Payment of earnout consideration ( 7,298 ) — — ( 7,298 ) Proceeds from issuance of common stock, net ( 13 ) — — ( 13 ) Total cash used in financing activities ( 19,166 ) — — ( 19,166 ) Effect of exchange rate changes on cash and cash equivalents ( 4,996 ) — — ( 4,996 ) Net increase (decrease) in cash and cash equivalents 107,321 — — 107,321 Cash, cash equivalents and restricted cash, beginning of period 523,458 — — 523,458 Cash and cash equivalents, end of period $ 630,779 $ — $ — $ 630,779 Supplemental disclosure of non-cash investing and financing activities: Assets acquired under operating leases $ 1,129 $ — $ — $ 1,129 Fair value of 31,415 shares of common stock issued for the acquisition of $ 5,465 $ — $ — $ 5,465 Fair value of 42,621 shares of common stock issued for the Avitide, Inc. $ 7,229 $ — $ — $ 7,229 |