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Repligen (NASDAQ: RGEN) lifts 2026 guidance on 13% organic Q2 growth

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Repligen Corporation reported strong Q2 2026 results and raised its full-year 2026 outlook while signing a definitive agreement to acquire BioLife Solutions. Q2 revenue was $204 million, up 12% as reported and 13% organic versus $182 million a year ago. GAAP income from operations was $14 million, roughly flat year-over-year, and GAAP diluted EPS was $0.09 compared with $0.26. On a non-GAAP basis, adjusted income from operations rose to $34 million from $22 million and adjusted diluted EPS increased to $0.54 from $0.37.

GAAP gross margin was 53.9% versus 51.0%, while adjusted operating margin improved to 16.7% from 12.0%, and adjusted EBITDA margin reached 21.4%. Cash, cash equivalents and marketable securities totaled $810 million at June 30, 2026. For full-year 2026, the company now guides total reported revenue to $813M–$835M (10%–13% growth; 10.5%–13.5% organic) and diluted adjusted EPS to $2.03–$2.09, with adjusted operating margin of 15.7%–16.0% and adjusted EBITDA margin of 20.6%–21.0%. Management describes the BioLife Solutions acquisition as accretive to revenue growth, margin and adjusted EPS.

Positive

  • Q2 2026 revenue increased to $204 million, up 12% reported and 13% organic, while adjusted income from operations rose to $34 million, 55% above the prior year.
  • The company raised 2026 guidance to $813M–$835M total revenue (10%–13% reported growth; 10.5%–13.5% organic) and diluted adjusted EPS of $2.03–$2.09.
  • Repligen signed a definitive agreement to acquire BioLife Solutions, described as accretive to revenue growth, margin and adjusted EPS and strengthening its cell therapy position.

Negative

  • GAAP diluted EPS declined to $0.09 in Q2 2026 from $0.26 in Q2 2025, and GAAP net income margin fell to 2.5% from 8.2%.
  • Year-to-date 2026 results include a $13.7 million loss on sale of business plus higher restructuring and transformation-related charges, weighing on GAAP profitability.

Filing Explained

The July 28 8-K records completed second-quarter results and an agreed but not completed BioLife acquisition; FY26 guidance covers only Repligen’s existing business, so it is not a combined-company projection.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $204 million Q2 2026 total revenue versus $182 million in Q2 2025, 12% reported growth and 13% organic.
Q2 2026 Organic Revenue Growth 13% Year-over-year organic revenue growth for the quarter ended June 30, 2026.
Q2 2026 GAAP Diluted EPS $0.09 GAAP diluted earnings per share for Q2 2026 versus $0.26 in Q2 2025.
Q2 2026 Adjusted Diluted EPS $0.54 Non-GAAP adjusted diluted EPS for Q2 2026 compared to $0.37 a year earlier.
Cash and Marketable Securities $810 million Cash, cash equivalents and marketable securities at June 30, 2026 versus $768 million at December 31, 2025.
FY 2026 Revenue Guidance $813M - $835M Full-year 2026 total reported revenue outlook, implying 10%–13% reported growth and 10.5%–13.5% organic growth.
FY 2026 Diluted Adjusted EPS Guidance $2.03 - $2.09 Full-year 2026 non-GAAP diluted earnings per share guidance range.
Convertible Senior Notes due 2028 $551,046 thousand Net carrying amount of Convertible Senior Notes due 2028 as of June 30, 2026.
organic revenue growth financial
"Second quarter revenue of $204 million, a year-over-year increase of 12% as reported and 13% organic"
Organic revenue growth is the increase in a company's sales that comes from its existing products and services, without including any gains from acquisitions or selling off parts of the business. It reflects the company’s ability to attract more customers or encourage existing customers to buy more over time. For investors, it indicates the company's underlying strength and efficiency in expanding its core operations.
adjusted EBITDA margin financial
"Adjusted EBITDA Margin | | 21.4% | | 17.6% | | 21.0% | | 18.5%"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
contingent consideration financial
"Change in fair value of contingent consideration | | 2,308 | | | (7,939)"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Convertible Senior Notes due 2028 financial
"Convertible Senior Notes due 2028, net | | | 551,046"
A convertible senior note due 2028 is a company-issued loan that must be repaid by 2028 but gives holders the option to swap the debt for a set number of shares before or at maturity. It sits near the top of the claims list if the company fails, so holders get paid before common shareholders, yet conversion can dilute existing shares. Investors weigh the steady interest-like return and downside protection of debt against potential upside from converting to equity.
Transformation Office financial
"expenses for discrete strategic projects that are designed to deliver long-term growth under our Transformation Office"
Revenue $204 million Up 12% reported and 13% organic versus $182 million in Q2 2025.
GAAP Diluted EPS $0.09 Down from $0.26 in Q2 2025.
Adjusted Diluted EPS $0.54 Increased from $0.37 in Q2 2025.
Adjusted Operating Margin 16.7% Improved from 12.0% in Q2 2025.
Guidance

For full-year 2026, Repligen guides total reported revenue to $813M–$835M (10%–13% reported growth; 10.5%–13.5% organic), adjusted operating margin of 15.7%–16.0%, adjusted EBITDA margin of 20.6%–21.0%, and diluted adjusted EPS of $2.03–$2.09.

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FAQ

How did Repligen (RGEN) perform financially in Q2 2026?

Repligen reported Q2 2026 revenue of $204 million, up 12% reported and 13% organic. GAAP diluted EPS was $0.09, while adjusted diluted EPS rose to $0.54 from $0.37 a year earlier, reflecting stronger underlying profitability.

What full-year 2026 guidance did Repligen (RGEN) provide?

For 2026, Repligen guides total reported revenue to $813M–$835M, implying 10%–13% growth and 10.5%–13.5% organic growth. It expects diluted adjusted EPS of $2.03–$2.09, adjusted operating margin of 15.7%–16.0% and adjusted EBITDA margin of 20.6%–21.0%.

What is the significance of Repligen (RGEN)'s agreement to acquire BioLife Solutions?

Repligen announced a definitive agreement to acquire BioLife Solutions, adding a consumables platform in cell therapy. Management views the deal as a key milestone that strengthens its leadership and is accretive to revenue growth, margin and adjusted EPS.

How did Repligen (RGEN)'s margins trend in Q2 2026?

GAAP gross margin was 53.9%, up from 51.0%. Adjusted operating margin improved to 16.7% from 12.0%, and adjusted EBITDA margin reached 21.4% versus 17.6%, indicating higher efficiency on a non-GAAP basis despite modest GAAP operating margin compression.

What is Repligen (RGEN)'s balance sheet position as of June 30, 2026?

At June 30, 2026, cash, cash equivalents and marketable securities totaled $810 million. Convertible Senior Notes due 2028, net, were $551,046 thousand, and total stockholders’ equity was $2,112,032 thousand, providing substantial liquidity and capital resources.

How does Repligen (RGEN) use non-GAAP financial measures?

Repligen reports non-GAAP metrics such as organic revenue growth, adjusted operating income, adjusted EPS and adjusted EBITDA. These exclude items like acquisition and divestiture costs, restructuring, transformation expenses, inventory step-up, certain financing and foreign exchange impacts, and related tax effects.
false000073027200007302722026-07-282026-07-28

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

 

 

REPLIGEN CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-14656

04-2729386

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

41 Seyon Street

 

Waltham, Massachusetts

 

02453

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (781) 250-0111

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

RGEN

 

Nasdaq Global Select Market

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 28, 2026, Repligen Corporation announced its financial results for the second quarter ended June 30, 2026. 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

 

 

 

99.1

 

Press Release by Repligen Corporation, dated July 28, 2026

104

 

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.

 

 

REPLIGEN CORPORATION

 

 

 

 

Date:

July 28, 2026

By:

/s/ Olivier Loeillot

 

 

 

Olivier Loeillot

 

 

 

President and Chief Executive Officer

 

 


Exhibit 99.1

 

img109360391_0.jpg

 

Repligen Corporation

41 Seyon Street

Building #1, Suite 100

Waltham, Massachusetts 02453

 

Repligen Reports Second Quarter 2026 Financial Results and Updates Full Year 2026 Financial Guidance

Second quarter revenue of $204 million, a year-over-year increase of 12% as reported and 13% organic
GAAP operating income increased 1% year-over-year while adjusted operating income increased 55%
Raising both FY26 organic revenue growth guidance to 10.5%-13.5% and adjusted EPS to $2.03-$2.09

WALTHAM, Mass., July 28, 2026 -- Repligen Corporation (NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today reported financial results for its second quarter of 2026, covering the three-month period ended June 30, 2026. The Company is also providing updated financial guidance for the full year 2026.

Olivier Loeillot, President and Chief Executive Officer of Repligen said, “We were very pleased to deliver 13% organic growth in the second quarter, reflecting sequential acceleration and continued market outperformance. This reflects the strength and diversification of our portfolio and our disciplined execution. The order momentum from the first quarter continued into the second quarter. Our strong first half results and improved line of sight to the second half give us the confidence to increase our full year guidance.”

Mr. Loeillot continued, “The announcement of our definitive agreement to acquire BioLife Solutions is a key milestone in our company’s journey. We believe this fast-tracks our cell therapy leadership, with a transaction that is accretive to our revenue growth, margin, and adjusted EPS.”

BUSINESS HIGHLIGHTS

Announced Definitive Agreement to Acquire BioLife Solutions. The financially compelling transaction strengthens Repligen’s position in cell therapy by adding a differentiated, deeply embedded consumables platform with recurring revenue, commercial-stage exposure, and strong customer workflow integration.
New Repligen Training & Innovation Center (“RTIC”). Opened a new RTIC at our OPUS® Pre-packed Chromatography Columns manufacturing facility in Breda, the Netherlands.
2025 Sustainability Report. Published our 2025 Sustainability Report “Driving Sustainable Growth Together”, highlighting the company’s progress across a range of initiatives supporting responsible business practices, workforce development, community engagement, and strong corporate governance.

FINANCIAL PERFORMANCE

Q2 2026 Financial Performance (compared to prior year periods except as noted)

All adjusted figures are non-GAAP and, except for earnings per share (“EPS”), are rounded to the nearest million, and are reconciled in the tables included later in this press release.

Q2 reported revenue was $204 million, compared to $182 million, an increase of 12% as reported and 13% organic.
GAAP Results. Q2 income from operations was $14 million, compared to $14 million. Q2 EPS was $0.09 on a fully diluted basis, compared to $0.26.
Adjusted Results. Q2 adjusted income from operations was $34 million, compared to $22 million. Q2 adjusted EPS was $0.54 on a fully diluted basis, compared to $0.37.

1


 

MARGIN SUMMARY

 

GAAP Margins

 

Q2 2026

 

Q2 2025

 

Q2-YTD 2026

 

Q2-YTD 2025

Gross Margin

 

53.9%

 

51.0%

 

54.8%

 

52.4%

Operating (EBIT) Margin

 

6.8%

 

7.6%

 

7.5%

 

5.8%

Net Income Margin

 

2.5%

 

8.2%

 

3.3%

 

5.9%

 

 

 

 

 

 

 

 

 

Adjusted (non-GAAP) Margins

 

Q2 2026

 

Q2 2025

 

Q2-YTD 2026

 

Q2-YTD 2025

Gross Margin

 

53.9%

 

51.1%

 

54.6%

 

52.3%

Operating (EBIT) Margin

 

16.7%

 

12.0%

 

16.0%

 

12.9%

Net Income Margin

 

15.1%

 

11.6%

 

14.5%

 

12.3%

EBITDA Margin

 

21.4%

 

17.6%

 

21.0%

 

18.5%

Cash, cash equivalents and marketable securities at June 30, 2026, were $810 million, compared to $768 million at December 31, 2025.

FINANCIAL GUIDANCE FOR FULL YEAR 2026

All adjusted figures are non-GAAP

Our financial guidance for the full year 2026 is based on expectations for our existing business. Our Adjusted (non-GAAP) guidance excludes the impact of any potential or pending business acquisitions in 2026, and future fluctuations in foreign currency exchange rates.

 

CURRENT GUIDANCE

 

 

(at July 28, 2026)

FY 2026

 

Adjusted (non-GAAP)

Total Reported Revenue

 

$813M - $835M

Reported Growth

 

10% - 13%

Organic Growth

 

10.5% - 13.5%

Gross Margin

 

53.7% - 54.2%

Income from Operations

 

$128M - $134M

Operating Margin

 

15.7% - 16.0%

Other Income (Expense)

 

~$19M

Adjusted EBITDA Margin

 

20.6% - 21.0%

Tax Rate on Pre-Tax Income

 

~22%

Net Income

 

$115.5M - $118.5M

Earnings Per Share - Diluted

 

$2.03 - $2.09

Total reported revenue guidance reflects less than 50 basis points of benefit from foreign currency and approximately one-point headwind primarily from the divestiture of Polymem.

Conference Call and Webcast Access

Repligen will host a conference call and webcast today, July 28, 2026, at 8:00 a.m. ET, to discuss second quarter 2026 financial results, corporate developments and financial guidance for 2026. The conference call will be accessible by dialing toll-free (833) 461-5787 for domestic callers and (585) 542-9983 for international callers. The meeting ID is: 768981187. In addition, a webcast will be accessible via the Investor Relations section of the Company’s website. The webcast will be archived for a period of time following the live event. You can access the replay on the Investor Relations section of the Company’s website.

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 U.S., with additional key sites in Estonia, Germany, Ireland, the Netherlands and Sweden. For more information about the Company see our website at www.repligen.com, and follow us on LinkedIn.

2


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 revenue and organic revenue growth; adjusted gross profit and adjusted gross margin; adjusted income from operations and adjusted operating margin; organic adjusted operating margin year-over-year change; adjusted net income and adjusted net income margin; 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 and margin growth rates at constant currency. To calculate the impact of foreign currency translation, the Company converts the reported amounts 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, integration and divestiture costs; restructuring charges including the costs of severance and accelerated depreciation among other non-cash charges; inventory step-up costs and adjustments; transformation costs including incremental, non-recurring expenses for discrete strategic projects that are designed to deliver long-term benefits, including improvements to enhance productivity and enable company growth that do not meet the definition of restructuring; 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; loss on sale of business; 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. Additionally, for a project to be considered transformational, the project expenses are expected to bring long-term growth, profitability improvements and defined process and technology improvements. Our transformation initiative is multi-year but each project has a discrete, defined timeline. Further, organic adjusted operating margin year-over-year change excludes the effect of adjustments above, as well as the impact of mergers, acquisitions and divestitures and foreign exchange. This measure is used by the Company in periods of acquisition because the timing, size and number of such transactions and their related impact on the financial statements may vary and make comparison of long-term results difficult.

All reconciliations of above GAAP figures to adjusted (non-GAAP) figures are detailed in the tables included later in this press release. Certain prior year amounts have been reclassified to conform with the current year presentation. 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.

The Company does not provide GAAP financial measures on a forward-looking basis as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort. The Company cannot reasonably predict items including, but not limited to, the timing and amount of future restructuring and cost-savings actions or transformation, acquisition and integration related costs. These items are generally uncertain and are not indicative of ongoing operations of the business, and the impact could be material to our results 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 2026 financial guidance and related assumptions; expected demand in the markets in which we operate; 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 2026 financial guidance; our ability to develop and commercialize products and the market acceptance of our products; our ability to complete the proposed acquisition of BioLife Solutions, including the anticipated timing and completion of the transaction, the expected benefits and synergies of the transaction, the ability to integrate the businesses, and the Company’s expectations regarding the future performance of the combined company; 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;

3


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, 2025 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 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

investors@repligen.com

 

 

 

4


REPLIGEN CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited, amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

606,783

 

 

$

566,021

 

Marketable securities

 

 

203,666

 

 

 

201,607

 

Accounts receivable, net of allowances of $3,099 and $2,767 at June 30, 2026 and December 31, 2025, respectively

 

 

157,710

 

 

 

158,587

 

Inventories, net

 

 

186,604

 

 

 

170,458

 

Prepaid expenses and other current assets

 

 

45,791

 

 

 

40,712

 

Total current assets

 

 

1,200,554

 

 

 

1,137,385

 

Property, plant and equipment, net

 

 

167,513

 

 

 

186,614

 

Intangible assets, net

 

 

357,622

 

 

 

386,147

 

Goodwill

 

 

1,104,183

 

 

 

1,114,408

 

Deferred tax assets

 

 

700

 

 

 

694

 

Operating lease right of use assets

 

 

115,559

 

 

 

119,538

 

Other noncurrent assets

 

 

4,049

 

 

 

4,913

 

Total assets

 

$

2,950,180

 

 

$

2,949,699

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

33,233

 

 

$

30,010

 

Operating lease liabilities

 

 

19,318

 

 

 

21,559

 

Contingent consideration

 

 

3,025

 

 

 

5,049

 

Accrued liabilities

 

 

77,080

 

 

 

79,208

 

Total current liabilities

 

 

132,656

 

 

 

135,826

 

Convertible Senior Notes due 2028, net

 

 

551,046

 

 

 

542,213

 

Deferred tax liabilities

 

 

16,778

 

 

 

22,496

 

Noncurrent operating lease liabilities

 

 

120,578

 

 

 

126,176

 

Noncurrent contingent consideration

 

 

 

 

 

1,304

 

Other noncurrent liabilities

 

 

17,090

 

 

 

15,555

 

Total liabilities

 

 

838,148

 

 

 

843,570

 

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; 56,427,067 shares at June 30, 2026 and 56,325,429 shares at December 31, 2025 issued and outstanding

 

 

564

 

 

 

563

 

Additional paid-in capital

 

 

1,661,665

 

 

 

1,651,849

 

Accumulated other comprehensive loss

 

 

(19,786

)

 

 

(2,531

)

Retained earnings

 

 

469,589

 

 

 

456,248

 

Total stockholders’ equity

 

 

2,112,032

 

 

 

2,106,129

 

Total liabilities and stockholders’ equity

 

$

2,950,180

 

 

$

2,949,699

 

 

5


 

REPLIGEN CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited, amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

204,085

 

 

$

182,329

 

 

$

398,296

 

 

$

351,466

 

Royalty and other revenue

 

 

43

 

 

 

37

 

 

 

87

 

 

 

72

 

Total revenue

 

 

204,128

 

 

 

182,366

 

 

 

398,383

 

 

 

351,538

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

94,091

 

 

 

89,371

 

 

 

180,062

 

 

 

167,172

 

Research and development

 

 

14,417

 

 

 

13,970

 

 

 

28,875

 

 

 

26,084

 

Selling, general and administrative

 

 

76,618

 

 

 

70,906

 

 

 

153,154

 

 

 

141,612

 

Restructuring activities and other charges

 

 

2,718

 

 

 

2,162

 

 

 

4,214

 

 

 

4,135

 

Change in fair value of contingent consideration

 

 

2,308

 

 

 

(7,939

)

 

 

2,162

 

 

 

(7,939

)

Total costs and operating expenses

 

 

190,152

 

 

 

168,470

 

 

 

368,467

 

 

 

331,064

 

Income from operations

 

 

13,976

 

 

 

13,896

 

 

 

29,916

 

 

 

20,474

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

6,431

 

 

 

6,585

 

 

 

12,773

 

 

 

13,899

 

Interest expense

 

 

(5,663

)

 

 

(5,354

)

 

 

(11,241

)

 

 

(10,604

)

Amortization of debt issuance costs

 

 

(421

)

 

 

(414

)

 

 

(840

)

 

 

(827

)

Loss on sale of business

 

 

103

 

 

 

 

 

 

(13,660

)

 

 

 

Other (expense) income, net

 

 

(273

)

 

 

3,502

 

 

 

(1,023

)

 

 

3,216

 

Other income (expense), net

 

 

177

 

 

 

4,319

 

 

 

(13,991

)

 

 

5,684

 

Income before income taxes

 

 

14,153

 

 

 

18,215

 

 

 

15,925

 

 

 

26,158

 

Income tax provision

 

 

9,145

 

 

 

3,349

 

 

 

2,584

 

 

 

5,462

 

Net income

 

$

5,008

 

 

$

14,866

 

 

$

13,341

 

 

$

20,696

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.26

 

 

$

0.24

 

 

$

0.37

 

Diluted

 

$

0.09

 

 

$

0.26

 

 

$

0.24

 

 

$

0.37

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

56,418

 

 

 

56,234

 

 

 

56,387

 

 

 

56,179

 

Diluted

 

 

56,638

 

 

 

56,510

 

 

 

56,661

 

 

 

56,509

 

 

6


REPLIGEN CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited, amounts in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

13,341

 

 

$

20,696

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

38,824

 

 

 

38,785

 

Amortization of debt discount and issuance costs

 

 

8,833

 

 

 

8,158

 

Loss on sale of business

 

 

13,660

 

 

 

 

Stock-based compensation

 

 

16,335

 

 

 

15,648

 

Deferred income taxes, net

 

 

(4,775

)

 

 

(2,569

)

Change in fair value of contingent consideration

 

 

2,162

 

 

 

(7,939

)

Net unrealized foreign exchange gain

 

 

(119

)

 

 

(12,253

)

Operating lease right of use asset amortization

 

 

9,486

 

 

 

9,169

 

Other adjustments and non-cash items

 

 

(1,815

)

 

 

12,444

 

Changes in operating assets and liabilities, excluding impact of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

(4,362

)

 

 

(15,158

)

Inventories

 

 

(20,158

)

 

 

(824

)

Prepaid expenses and other current assets

 

 

(5,962

)

 

 

(176

)

Other noncurrent assets

 

 

1,894

 

 

 

(1,547

)

Accounts payable

 

 

6,112

 

 

 

(8,277

)

Accrued liabilities

 

 

(527

)

 

 

(2,995

)

Operating lease liabilities

 

 

(13,358

)

 

 

(9,804

)

Noncurrent liabilities

 

 

1,490

 

 

 

256

 

Total cash provided by operating activities

 

 

61,061

 

 

 

43,614

 

Cash flows for investing activities

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 

 

 

(69,954

)

Divestiture proceeds, net of cash divested

 

 

3,637

 

 

 

 

Purchases of marketable securities

 

 

(130,698

)

 

 

 

Maturities of marketable securities

 

 

132,000

 

 

 

 

Additions to capitalized software costs

 

 

(972

)

 

 

(1,371

)

Purchases of property, plant and equipment

 

 

(10,044

)

 

 

(10,664

)

Sale of property, plant and equipment

 

 

 

 

 

42

 

Total cash used in investing activities

 

 

(6,077

)

 

 

(81,947

)

Cash flows for financing activities

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

94

 

 

 

1,464

 

Payment of tax withholding obligation on vesting of restricted stock

 

 

(6,612

)

 

 

(7,170

)

Payment of earnout consideration

 

 

(5,225

)

 

 

(9,455

)

Total cash used in financing activities

 

 

(11,743

)

 

 

(15,161

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(456

)

 

 

4,994

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

42,785

 

 

 

(48,500

)

Cash, cash equivalents and restricted cash, beginning of period

 

$

566,021

 

 

$

757,355

 

Cash, cash equivalents and restricted cash, end of period

 

$

608,806

 

 

$

708,855

 

 

7


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 Revenue Growth (Non-GAAP)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

TOTAL REPORTED REVENUE (GAAP) GROWTH

 

 

12

%

 

 

15

%

 

 

13

%

 

 

13

%

Acquisition and divestiture revenue

 

 

1

%

 

 

(2

)%

 

 

1

%

 

 

(1

)%

Currency exchange

 

 

0

%

 

 

(2

)%

 

 

(1

)%

 

 

0

%

ORGANIC REVENUE GROWTH (NON-GAAP)

 

 

13

%

 

 

11

%

 

 

12

%

 

 

11

%

Reconciliation of Income from Operations (GAAP) to Adjusted Income from Operations (Non-GAAP)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

INCOME FROM OPERATIONS (GAAP)

 

$

13,976

 

 

$

13,896

 

 

$

29,916

 

 

$

20,474

 

ADJUSTMENTS TO INCOME FROM OPERATIONS (GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition, integration and divestiture costs

 

 

2,127

 

 

 

4,282

 

 

 

4,818

 

 

 

10,315

 

Restructuring activities and other charges (1)

 

 

2,718

 

 

 

2,198

 

 

 

4,214

 

 

 

4,171

 

Transformation costs (2)

 

 

2,949

 

 

 

(1,409

)

 

 

3,078

 

 

 

(2,293

)

Intangible amortization

 

 

9,547

 

 

 

10,204

 

 

 

19,341

 

 

 

19,325

 

Contingent Consideration

 

 

2,308

 

 

 

(7,939

)

 

 

2,162

 

 

 

(7,939

)

Inventory step-up charges

 

 

 

 

 

577

 

 

 

 

 

 

577

 

Other(4)

 

 

379

 

 

 

102

 

 

 

379

 

 

 

686

 

ADJUSTED INCOME FROM OPERATIONS (NON-GAAP)

 

$

34,004

 

 

$

21,911

 

 

$

63,908

 

 

$

45,316

 

OPERATING (EBIT) MARGIN (GAAP)

 

 

6.8

%

 

 

7.6

%

 

 

7.5

%

 

 

5.8

%

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP)

 

 

16.7

%

 

 

12.0

%

 

 

16.0

%

 

 

12.9

%

Reconciliation of Operating (EBIT) Margin Growth to Organic Adjusted Operating Margin Growth (Non-GAAP)

 

 

Three Months Ended
June 30, 2026

 

 

Six Months Ended
June 30, 2026

 

OPERATING (EBIT) MARGIN (GAAP) YEAR-OVER-YEAR CHANGE

 

 

(0.8

)%

 

 

1.7

%

Acquisition, integration and divestiture costs

 

 

(1.3

)%

 

 

(1.7

)%

Restructuring activities and other charges (1)

 

 

0.1

%

 

 

(0.1

)%

Transformation costs (2)

 

 

2.2

%

 

 

1.4

%

Intangible amortization

 

 

(0.9

)%

 

 

(0.6

)%

Contingent Consideration

 

 

5.5

%

 

 

2.8

%

Inventory step-up charges

 

 

(0.3

)%

 

 

(0.2

)%

Other(4)

 

 

0.1

%

 

 

(0.1

)%

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

 

 

4.6

%

 

 

3.2

%

Impact of mergers, acquisitions, and divestitures

 

 

(0.4

)%

 

 

0.5

%

Currency exchange

 

 

(0.1

)%

 

 

(0.4

)%

ORGANIC ADJUSTED OPERATING MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

 

 

4.1

%

 

 

3.3

%

 

8


Reconciliation of Net Income (GAAP) to Adjusted Net Income (Non-GAAP)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

NET INCOME (GAAP)

 

$

5,008

 

 

$

14,866

 

 

$

13,341

 

 

$

20,696

 

ADJUSTMENTS TO NET INCOME (GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition, integration and divestiture costs

 

 

2,127

 

 

 

4,282

 

 

 

4,818

 

 

 

10,315

 

Restructuring activities and other charges (1)

 

 

2,718

 

 

 

2,198

 

 

 

4,214

 

 

 

4,171

 

Transformation costs (2)

 

 

2,949

 

 

 

(1,409

)

 

 

3,078

 

 

 

(2,293

)

Intangible amortization

 

 

9,547

 

 

 

10,204

 

 

 

19,341

 

 

 

19,325

 

Contingent Consideration

 

 

2,212

 

 

 

(11,053

)

 

 

2,064

 

 

 

(11,053

)

Inventory step-up charges

 

 

 

 

 

577

 

 

 

 

 

 

577

 

Non-cash interest expense

 

 

4,161

 

 

 

3,827

 

 

 

8,235

 

 

 

7,574

 

Amortization of debt issuance costs

 

 

421

 

 

 

414

 

 

 

840

 

 

 

827

 

Foreign currency impact of certain intercompany loans (3)

 

 

618

 

 

 

 

 

 

1,508

 

 

 

 

Loss on sale of business

 

 

(103

)

 

 

 

 

 

13,660

 

 

 

 

Other(4)

 

 

379

 

 

 

102

 

 

 

379

 

 

 

686

 

Tax effect of non-GAAP charges

 

 

740

 

 

 

(2,853

)

 

 

(13,547

)

 

 

(7,429

)

ADJUSTED NET INCOME (NON-GAAP)

 

$

30,777

 

 

$

21,155

 

 

$

57,931

 

 

$

43,396

 

NET INCOME MARGIN (GAAP)

 

 

2.5

%

 

 

8.2

%

 

 

3.3

%

 

 

5.9

%

ADJUSTED NET INCOME MARGIN (NON-GAAP)

 

 

15.1

%

 

 

11.6

%

 

 

14.5

%

 

 

12.3

%

Reconciliation of EPS (GAAP) to EPS (Non-GAAP)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

EPS (GAAP) - DILUTED

 

$

0.09

 

 

$

0.26

 

 

$

0.24

 

 

$

0.37

 

ADJUSTMENTS TO EPS (GAAP) - DILUTED:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition, integration and divestiture costs

 

 

0.04

 

 

 

0.08

 

 

 

0.09

 

 

 

0.18

 

Restructuring activities and other charges (1)

 

 

0.05

 

 

 

0.04

 

 

 

0.07

 

 

 

0.07

 

Transformation costs (2)

 

 

0.05

 

 

 

(0.02

)

 

 

0.05

 

 

 

(0.04

)

Intangible amortization

 

 

0.17

 

 

 

0.18

 

 

 

0.34

 

 

 

0.34

 

Contingent Consideration

 

 

0.04

 

 

 

(0.20

)

 

 

0.04

 

 

 

(0.20

)

Inventory step-up charges

 

 

 

 

 

0.01

 

 

 

 

 

 

0.01

 

Non-cash interest expense

 

 

0.07

 

 

 

0.07

 

 

 

0.15

 

 

 

0.13

 

Amortization of debt issuance costs

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

Foreign currency impact of certain intercompany loans (3)

 

 

0.01

 

 

 

 

 

 

0.03

 

 

 

 

Loss on sale of business

 

 

(0.00

)

 

 

 

 

 

0.24

 

 

 

 

Other(4)

 

 

0.01

 

 

 

0.00

 

 

 

0.01

 

 

 

0.01

 

Tax effect of non-GAAP charges

 

 

0.01

 

 

 

(0.05

)

 

 

(0.24

)

 

 

(0.13

)

ADJUSTED EPS (NON-GAAP) - DILUTED

 

$

0.54

 

 

$

0.37

 

 

$

1.02

 

 

$

0.77

 

 

9


Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

NET INCOME (GAAP)

 

$

5,008

 

 

$

14,866

 

 

$

13,341

 

 

$

20,696

 

ADJUSTMENTS:

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

(6,431

)

 

 

(6,585

)

 

 

(12,773

)

 

 

(13,899

)

Interest expense

 

 

5,663

 

 

 

5,354

 

 

 

11,241

 

 

 

10,604

 

Amortization of debt issuance costs

 

 

421

 

 

 

414

 

 

 

840

 

 

 

827

 

Income tax (benefit) provision

 

 

9,145

 

 

 

3,349

 

 

 

2,584

 

 

 

5,462

 

Depreciation

 

 

9,515

 

 

 

9,850

 

 

 

19,483

 

 

 

19,405

 

Intangible amortization

 

 

9,547

 

 

 

10,231

 

 

 

19,341

 

 

 

19,380

 

EBITDA (NON-GAAP)

 

$

32,868

 

 

$

37,479

 

 

$

54,057

 

 

$

62,475

 

OTHER ADJUSTMENTS:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition, integration and divestiture costs

 

 

2,127

 

 

 

4,282

 

 

 

4,818

 

 

 

10,315

 

Restructuring activities and other charges (1)

 

 

2,718

 

 

 

2,198

 

 

 

4,214

 

 

 

4,171

 

Transformation costs (2)

 

 

2,949

 

 

 

(1,409

)

 

 

3,078

 

 

 

(2,293

)

Contingent Consideration

 

 

2,212

 

 

 

(11,053

)

 

 

2,064

 

 

 

(11,053

)

Inventory step-up charges

 

 

 

 

 

577

 

 

 

 

 

 

577

 

Foreign currency impact of certain intercompany loans (3)

 

 

618

 

 

 

 

 

 

1,508

 

 

 

 

Loss on sale of business

 

 

(103

)

 

 

 

 

 

13,660

 

 

 

 

Other(4)

 

 

379

 

 

 

102

 

 

 

379

 

 

 

686

 

ADJUSTED EBITDA (NON-GAAP)

 

$

43,768

 

 

$

32,176

 

 

$

83,778

 

 

$

64,878

 

NET INCOME MARGIN (GAAP)

 

 

2.5

%

 

 

8.2

%

 

 

3.3

%

 

 

5.9

%

ADJUSTED EBITDA MARGIN (NON-GAAP)

 

 

21.4

%

 

 

17.6

%

 

 

21.0

%

 

 

18.5

%

 

 

FOOTNOTES FOR ALL TABLES ABOVE:

(1)
Restructuring activities and other charges includes the costs of severance and accelerated depreciation among other non-cash charges. Charges for the three and six months ended June 30, 2026, consists of activities to simplify the global manufacturing footprint of the organization and align its workforce to support long-term company growth.
(2)
For the three and six months ended June 30, 2026, transformation costs include $3.8 million and $4.8 million, respectively, of expenses for discrete strategic projects that are designed to deliver long-term growth under our Transformation Office, partially offset by $0.8 million and $1.7 million, respectively, for the benefit received from the sale of inventory that had previously been reserved for as part of past restructuring plans. The three and six months ended June 30, 2025 includes a benefit of $1.4 million and $2.3 million, respectively, from the sale of inventory that had previously been reserved as part of past restructuring plans.
(3)
During the three and six months ended June 30, 2026 we recorded foreign currency losses on certain intercompany loans of $0.6 million and $1.5 million, respectively. This is recorded in other (expense), net within the condensed consolidated statements of operations.
(4)
Other charges for the three and six months ended June 30, 2026 includes other expenses that are non-indicative of our ongoing performance. The three and six months ended June 30, 2025 includes charges related to one-time events relating to a cybersecurity incident, net of insurance, and costs associated with the restatement of previously issued financial statements.

10


Filing Exhibits & Attachments

2 documents