REPLIGEN CORP
For the period ended Mar 31, 2026. Filed May 6, 2026.
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Mar 31, 2026 · Filed May 6, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included within this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (“Form 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The business and economic uncertainty resulting from global geopolitical conflicts, supply chain challenges, foreign currency fluctuations and cost pressures on customers' purchasing patterns has made such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of results of the interim periods presented. Results of the interim periods presented are not necessarily indicative of results to be expected for the entire year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
During the three months ended March 31, 2026, the Company made no material changes in the application of its significant accounting policies that were disclosed within Note 2, “Summary of Significant Accounting Policies”included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Form 10-K.
Reclassification
Certain prior year amounts have been reclassified to conform with the current year presentation. Beginning in 2026, “Restructuring activities and other charges” is presented separately on the condensed consolidated statements of comprehensive income or loss. This reclassification has no impact on net income or loss.
Recent Accou nting Guidance
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and other recently issued guidance or rule decisions on its condensed consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s condensed consolidated financial position, results of operations or related disclosures.
Recently Issued Accounting Guidance – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure of specific expense categories in the notes to the financial statements. This includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. The amendment is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and interim reporting periods beginning after December 15, 2027. The amendment should be applied prospectively to financial reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
Marketable Securities and Fair Value Measurements
Marketable Securities
In the fourth quarter of 2025, the Company invested in marketable securities, in the form of U.S. Treasury Bills. As of March 31, 2026 and December 31, 2025, the Company’s marketable securities were classified as available-for-sale investments and mature within one year from the balance sheet date. During the three months ended March 31, 2026, the Company didnot have any realized gains or losses. During the three months ended March 31, 2026, the Company didnot recognize credit losses related to the available-for-sale securities, and there wasno allowance for credit losses recorded as of March 31, 2026 and December 31, 2025.
The following tables summarize the Company's marketable securities as of March 31, 2026 and December 31, 2025:
| Amortized Cost | Gross unrealized gains | Gross unrealized losses | Estimated Fair Value | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Short-term investments: | ||||
| U.S. Treasury bills | $201,941 | $5 | $(65) | $201,881 |
| Total | $201,941 | $5 | $(65) | $201,881 |
| Amortized Cost | Gross unrealized gains | Gross unrealized losses | Estimated Fair Value | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Short-term investments: | ||||
| U.S. Treasury bills | $201,554 | $55 | $(2) | $201,607 |
| Total | $201,554 | $55 | $(2) | $201,607 |
Fair Value Measured on a Recurring Basis
The Company uses various valuation approaches in determining the fair value of its assets and liabilities required to be recorded or disclosed at fair value. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:
| 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 observable market based inputs or unobservable inputs that are corroborated by market data, each either directly or indirectly. |
| Level 3 - | Valuations based on inputs that are unobservable or significant to the overall fair value measurement. |
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement.
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of March 31, 2026 and December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Assets: | ||||
| Cash and cash equivalents: | ||||
| Cash (1) | $91,042 | $— | $— | $91,042 |
| Money market accounts | 491,608 | — | — | 491,608 |
| Total | $582,650 | $— | $— | $582,650 |
| Marketable securities: | ||||
| U.S. Treasury bills | $— | $201,881 | $— | $201,881 |
| Total | $— | $201,881 | $— | $201,881 |
| Total assets | $582,650 | $201,881 | $— | $784,531 |
| Liabilities: | ||||
| Contingent consideration | $— | $5,226 | $— | $5,226 |
| Noncurrent contingent consideration | — | — | 778 | 778 |
| Total liabilities | $— | $5,226 | $778 | $6,004 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Assets: | ||||
| Cash and cash equivalents: | ||||
| Cash (1) | $88,148 | $— | $— | $88,148 |
| Money market accounts | 477,873 | — | — | 477,873 |
| Total | 566,021 | — | — | 566,021 |
| Marketable securities: | ||||
| U.S. Treasury bills | — | 201,607 | — | 201,607 |
| Total | $— | $201,607 | $— | $201,607 |
| Total assets | $566,021 | $201,607 | $— | $767,628 |
| Liabilities: | ||||
| Contingent consideration | $— | $— | $5,049 | $5,049 |
| Noncurrent contingent consideration | — | — | 1,304 | 1,304 |
| Total liabilities | $— | $— | $6,353 | $6,353 |
(1)Cash and cash equivalents are recorded at carrying value, which approximate fair value.
Contingent Consideration – Earnout
In connection with the acquisition of Tantti Laboratory Inc. (“Tantti”), the Company has an obligation to pay a maximum of $54.5 million (undiscounted) in contingent consideration earnouts in cash over a three-year earnout period beginning January 1, 2025 and ending December 31, 2027. As of March 31, 2026 the estimated fair value of the obligation is$6.0 million, of which $5.2 million is classified as current within the condensed consolidated balance sheet. As of March 31, 2026, the current balance was transferred from Level 3 to Level 2 representing the approximate earnout to be paid in 2026.
A reconciliation of the change in fair value of contingent consideration – earnout is included in the following table (amounts in thousands):
| Balance at December 31, 2025 | $6,353 |
|---|---|
| Decrease in fair value of contingent consideration earnouts | (146) |
| Cumulative translation adjustment | (203) |
| Balance at March 31, 2026 | $6,004 |
The recurring Level 3 fair value measurement of the contingent consideration obligation for Tantti includes the following significant unobservable inputs (amounts in thousands, except percent data):
| Contingent Consideration Earnout | Fair Value as ofMarch 31, 2026 | Valuation Technique | Unobservable Input | Range | Weighted Average(1) |
|---|---|---|---|---|---|
| Commercialization-based payments | Probability-weighted present value | Probability of Success | 0% - 100% | 83% | |
| $774 | Earnout Discount Rate | 4.3% - 4.6% | 4.4% | ||
| Revenue and Volume-based payments | Monte CarloSimulation | Volatility | 34.8% | 34.8% | |
| Revenue & VolumeDiscount Rate | 16.6% | 16.6% | |||
| $4 | Earnout Discount Rate | 4.3% - 4.9% | 4.8% | ||
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.
Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.
Fair Value Measured on a Nonrecurring Basis
During the three months ended March 31, 2026, there were no re-measurements to fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis.
Convertible Senior Notes
At March 31, 2026 and December 31, 2025, the fair value of the Company’s 1.00% Convertible Senior Notes due 2028 (the “2023 Notes”) was $607.4 million and $603.1 million, respectively. The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of March 31, 2026 and December 31, 2025. See Note 8, “Convertible Senior Notes”, for additional information.
Acquisitions and Divestitures
2026 Divestiture
Polymem S.A.S.
On March 30, 2026, the Company completed the sale of Polymem S.A.S. (“Polymem”) for total consideration of approximately $4.4 million, which is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet, as the proceeds were not yet received as of March 31, 2026. The Company recognized a loss on the sale during the three months ended March 31, 2026, of $13.8 million, which was recorded within loss on sale of business on the condensed consolidated statements of comprehensive income or loss.
2025 Acquisition
908 Devices Inc. Bioprocessing Analytics Portfolio
On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”, together with 908 Devices, the “908 Devices PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. This transaction is referred to as the 908 Devices PAT Portfolio acquisition.
Consideration Transferred
The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business in accordance with ASC 805, “Business Combinations.” Under the securities and asset purchase agreement, the PAT Portfolio and associated net assets were acquired for cash consideration of $69.9 million. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.
Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $13.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to March 31, 2026, of which $0.7 million were incurred during the three months ended March 31, 2026. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income or loss.
Fair Value of Net Assets Acquired
The components and allocation of the purchase price consist of the following (amounts in thousands):
| Cash and cash equivalents | $191 |
|---|---|
| Accounts receivable | 1,110 |
| Inventory | 6,946 |
| Prepaid expenses and other current assets | 651 |
| Property and equipment | 1,698 |
| Operating lease right of use assets | 2,552 |
| Other assets, long-term | 41 |
| Customer relationships | 5,040 |
| Developed technology | 6,910 |
| Trademark and tradename | 1,660 |
| Goodwill | 50,177 |
| Accounts payable | (208) |
| Accrued liabilities | (542) |
| Operating lease liabilities | (2,552) |
| Deferred revenue | (2,366) |
| Deferred tax liability | (1,011) |
| Fair value of net assets acquired | $70,297 |
There wereno changes to the purchase price allocation during thethree months ended March 31, 2026.
Acquired Goodwill
The goodwill of $50.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of the 908 Devices PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $39.6 million is deductible for income tax purposes. The goodwill of $10.6 million related to Germanyis nondeductible for income tax purposes.
Intangible Assets
The following table sets forth the components of the identified intangible assets associated with the 908 Devices PAT Portfolio acquisition and their estimated useful lives:
| Useful life | Fair Value | |
|---|---|---|
| (Amounts in thousands) | ||
| Customer relationships | 8 - 9 years | $5,040 |
| Developed technology | 10 - 12 years | 6,910 |
| Trademark and tradename | 13 - 14 years | 1,660 |
| $13,610 | ||
Restructuring Activities and Other Charges
2026 Restructuring Activities and Other Charges
During the first quarter of 2026, the Company initiated a series of restructuring activities to simplify the global manufacturing footprint of the organization and align its workforce to support long-term company growth. These activities will include a series of site optimization phases with the purpose of improving operating efficiency. Costs related to these initiatives will primarily consist of severance and employee-related costs and facility and other exit costs.
As of the date of issuance of these financial statements, the Company has not identified restructuring actions related to these activities that will result in material charges to the financial statements. The Company expects to identify additional actions as it further refines its initiatives in future periods. These charges will be recorded when criteria are met in accordance with ASC 420,“Exit or Disposal Cost Obligations.” The activities included in these initiatives are expected to be substantially complete by the end of 2027.
2025 Restructuring Activities and Other Charges
Beginning in 2023, the Company initiated restructuring activities to simplify and streamline its organization and strengthen the overall effectiveness of operations. The activity continued into 2024 and 2025 and included consolidating a portion of the manufacturing operations between certain U.S. locations, writing-off abandoned equipment with the rationalization of excess production line capacity and discontinuing the sale of certain product SKUs. The Company does not expect to incur further significant charges related to these actions.
The following table summarizes the charges related to restructuring activities and other charges by type of cost for the periods presented within the Company’s condensed consolidated statements of comprehensive income or loss:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Severance and employee-related costs | $1,142 | $12 |
| Facility and other exit costs | 354 | 1,961 |
| Restructuring activities and other charges | $1,496 | $1,973 |
The following table summarizes the changes in the Company’s accrued restructuring balance, which is recorded within accrued liabilities on the condensed consolidated balance sheets.
| Restructuring liabilityDecember 31, 2025 | Restructuring charges | Cash payments | Non-cash items | Restructuring liabilityMarch 31, 2026 | |
|---|---|---|---|---|---|
| (Amounts in thousands) | |||||
| Severance and employee-related costs | $147 | $1,142 | $(381) | $— | $908 |
| Facility and other exit costs | — | 354 | (18) | (336) | — |
| Restructuring activities and other charges | $147 | $1,496 | $(399) | $(336) | $908 |
Revenue Recognition
Disaggregation of Revenue
Revenue for thethree months ended March 31, 2026 and 2025 was as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Product revenue | $194,211 | $169,137 |
| Royalty and other revenue | 44 | 35 |
| Total revenue | $194,255 | $169,172 |
When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows.
Disaggregated revenue from contracts with customers by geographic region and revenue from significant customers can be found in Note 13, “Segment Reporting.” For more information regarding product revenue, see Note 7, “Revenue Recognition” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Form 10-K.
Contract Balances from Contracts with Customers
The following table provides information about receivables and deferred revenue from contracts with customers as of March 31, 2026 and December 31, 2025:
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Balances from contracts with customers only: | ||
| Accounts receivable | $151,552 | $158,587 |
| Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) | $21,116 | $16,152 |
During the three months ended March 31, 2026, the Company recognized$6.2 million of revenue that was deferred and included within accrued liabilities and other noncurrent liabilities as of December 31, 2025. During the three months ended March 31, 2025, the Company recognized$5.3 million of revenue that was deferred and included within accrued liabilities and other noncurrent liabilities as of December 31, 2024.
The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s condensed consolidated balance sheets.
Goodwill and Intangible Assets
Goodwill
The following table represents the change in the carrying value of goodwill for thethree months ended March 31, 2026 (amounts in thousands):
| Balance at December 31, 2025 | $1,114,408 |
|---|---|
| Divestiture of Polymem | (713) |
| Cumulative translation adjustment | (6,821) |
| Balance at March 31, 2026 | $1,106,874 |
Intangible assets
Intangible assets, net, consisted of the following at March 31, 2026 and December 31, 2025:
| GrossCarryingValue | AccumulatedAmortization | NetCarryingValue | WeightedAverageUseful Life(in years) | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Finite-lived intangible assets: | ||||
| Technology – developed | $291,277 | $(83,855) | $207,422 | 15 |
| Customer relationships | 276,742 | (124,162) | 152,580 | 15 |
| Trademarks | 10,210 | (2,814) | 7,396 | 18 |
| Other intangibles | 3,491 | (3,401) | 90 | 3 |
| Total finite-lived intangible assets | 581,720 | (214,232) | 367,488 | 15 |
| Indefinite-lived intangible asset: | ||||
| Trademarks | 700 | — | 700 | — |
| Total intangible assets | $582,420 | $(214,232) | $368,188 | |
| GrossCarryingValue | AccumulatedAmortization | NetCarryingValue | WeightedAverageUseful Life(in years) | |
|---|---|---|---|---|
| (Amounts in thousands) | ||||
| Finite-lived intangible assets: | ||||
| Technology – developed | $301,931 | $(82,032) | $219,899 | 15 |
| Customer relationships | 277,696 | (120,205) | 157,491 | 15 |
| Trademarks | 10,564 | (2,950) | 7,614 | 18 |
| Other intangibles | 4,027 | (3,584) | 443 | 3 |
| Total finite-lived intangible assets | 594,218 | (208,771) | 385,447 | 15 |
| Indefinite-lived intangible asset: | ||||
| Trademarks | 700 | — | 700 | — |
| Total intangible assets | $594,918 | $(208,771) | $386,147 | |
Amortization expense for finite-lived intangible assets was$9.8 million and$9.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company expects to record the following amortization expense in future periods:
| For the Years Ended December 31, | Amounts in thousands |
|---|---|
| 2026 (remaining nine months) | $28,862 |
| 2027 | 38,446 |
| 2028 | 38,412 |
| 2029 | 38,302 |
| 2030 | 37,187 |
| 2031 and thereafter | 186,279 |
| Total | $367,488 |
Condensed Consolidated Balance Sheets Detail
Inventories, net
Inventories, net consists of the following:
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Raw materials | $97,096 | $94,632 |
| Work-in-process | 25,011 | 20,793 |
| Finished products | 57,149 | 55,033 |
| Total inventories, net | $179,256 | $170,458 |
Accrued liabilities
Accrued liabilities consist of the following:
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Employee compensation | $26,278 | $40,141 |
| Deferred revenue | 18,308 | 14,609 |
| Income taxes payable | 897 | 3,592 |
| Other | 19,772 | 20,866 |
| Total accrued liabilities | $65,255 | $79,208 |
Convertible Senior Notes
The carrying value of the Company's Convertible Senior Notes is as follows:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| (Amounts in thousands) | ||
| 1.00% Convertible Senior Notes due 2028: | ||
| Principal amount | $600,000 | $600,000 |
| Unamortized debt discount | (48,773) | (52,726) |
| Unamortized debt issuance costs | (4,642) | (5,061) |
| Carrying amount - Convertible Senior Notes due 2028, net | $546,585 | $542,213 |
1.00% Convertible Senior Notes due 2028
On December 14, 2023, the Company issued $600.0 million aggregate principal amount of its 2023 Notes pursuant to Rule 144A under the Securities Act. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year and have an effective interest rate of 4.39%. Interest is payable semi-annually in arrears on each of June 15 and December 15, which commenced on June 15, 2024. The 2023 Notes will mature on December 15, 2028, unless earlier redeemed, repurchased or converted.
The initial conversion rate for the 2023 Notes is 4.9247 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes, which is equivalent to an initial conversion price of $203.06 per share and represents a 30% premium over the last reported sale price of $156.20 per share on December 6, 2023, the date on which the 2023 Notes were priced.
The holders of the 2023 Notes may convert all or a portion of such notes prior to the close of business on the business day immediately preceding September 15, 2028 under the following circumstances, as stated in the indenture governing the 2023 Notes (the “2023 Notes Indenture”):
During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
During thefive-business day period immediately after anyfive consecutive trading day period (the “measurement period") in which the trading price (as defined in the 2023 Notes Indenture) per $1,000 principal amount of the 2023 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; and
If the Company calls the 2023 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
Upon occurrence of a specific corporate events as set forth in the 2023 Notes Indenture.
Prior to the close of business on the business day immediately preceding September 15, 2028, the 2023 Notes will be convertible at the option of the holders of the 2023 Notes, only upon the satisfaction of the specified conditions described above, into cash up to their principal amount, and into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, for the conversion value above the principal amount, if any. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, December 15, 2028, the 2023 Notes will be convertible at the option of the holders of the 2023 Notes at any time regardless of these specified conditions.
The Company may redeem for cash, all or a portion of the 2023 Notes, at its option, on or after December 18, 2026 and prior to the 21 st scheduled trading day immediately preceding the maturity date at a redemption price of 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if certain conditions are met in accordance with the 2023 Notes Indenture.
The conditional conversion features of the 2023 Notes were not triggered during the calendar quarter ended March 31, 2026, therefore, the 2023 Notes are not convertible during the calendar quarter ended June 30, 2026 pursuant to the applicable last reported sales price conditions.
The following table sets forth total interest expense recognized related to the 2023 Notes for thethree months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Contractual interest expense - 2023 Notes | $1,500 | $1,500 |
| Amortization of debt discount - 2023 Notes | 3,953 | 3,626 |
| Amortization of debt issuance costs - 2023 Notes | 419 | 413 |
| Total | $5,872 | $5,539 |
Stockholders’ Equity
Stock Option and Incentive Plans
Under the Company’s current 2018 Stock Option and Incentive Plan (the “2018 Plan”), the number of shares of the Company’s common stock that were reserved and available for issuance was 2,778,000, plus the number of shares of common stock that were available for issuance under the Company’s previous equity plans. The shares of common stock underlying any awards under the 2018 Plan and previous equity plans (together, the “Plans”) that are forfeited, canceled or otherwise terminated (other than by exercise)
shall be added back to the shares of stock available for issuance under the 2018 Plan. At March 31, 2026, there were 973,674 shares available for future grants under the 2018 Plan.
Stock Issued for Earnout Payments
In April 2025, the Company issued 52,935 shares of its common stock to former securityholders of Avitide to satisfy the final contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the “Avitide Agreement”) which the Company entered into as part of the acquisition of Avitide in September 2021.
In April 2025, the Company issued 5,517 shares of its common stock to former securityholders of FlexBiosys, Inc. (“FlexBiosys”)to satisfy the final contingent consideration obligation established under the Equity Purchase Agreement (the “FlexBiosys Agreement”), which the Company entered into as part of the acquisition of FlexBiosys in April 2023.
Stock-Based Compensation
The following table presents stock-based compensation expense in the Company’s condensed consolidated statements of comprehensive income or loss:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Cost of goods sold | $604 | $554 |
| Research and development | 1,307 | 1,070 |
| Selling, general and administrative | 6,411 | 5,649 |
| Total stock-based compensation | $8,322 | $7,273 |
Stock Options
Information regarding option activity for thethree months ended March 31, 2026 under the Plans is summarized below:
| Shares · Weightedaverageexerciseprice · Weighted-AverageRemainingContractualTerm(in Years) · AggregateIntrinsicValue(in Thousands) | |||||
|---|---|---|---|---|---|
| Options outstanding at December 31, 2025 | 563,273 | $108.18 | 5.17 | $34,877 | |
| Granted | 48,189 | 125.03 | |||
| Exercised | — | — | $— | ||
| Forfeited/expired/cancelled | — | — | |||
| Options outstanding at March 31, 2026 | 611,462 | $109.51 | 5.32 | $19,948 | |
| Options exercisable at March 31, 2026 | 423,759 | $103.03 | 4.25 | $17,284 | |
| Vested and expected to vest at March 31, 2026 (1) | 604,617 | $109.15 | 5.27 | $19,948 | |
(1) Represents the number of vested options as of March 31, 2026 plus the number of unvested options expected to vest as of March 31, 2026 based on the unvested outstanding options at March 31, 2026 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees.
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their options on March 31, 2026. The aggregate intrinsic value of stock options exercised was $2.6 million during the three months ended March 31, 2025.
The weighted average grant date fair value of options granted during the three months ended March 31, 2026 and 2025 was $65.80 and $80.40, respectively.
Stock Units
The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. The Company recognizes expense on awards with service-based vesting over the employee’s requisite service period on a straight-line basis. The Company recognizes expense on performance-based awards subject to market conditions over the employee’s requisite service period on a straight-line basis, while performance-based awards subject to financial performance conditions are recognized over the vesting period based on the probability that the performance metrics will be achieved. Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for thethree months ended March 31, 2026 under the Plans is summarized below:
| Shares | Weighted AverageGrant DateFair Value | |
|---|---|---|
| Unvested at December 31, 2025 | 555,047 | $152.80 |
| Awarded | 211,488 | 129.34 |
| Vested | (116,798) | 155.80 |
| Forfeited/cancelled | (39,110) | 165.09 |
| Unvested at March 31, 2026 | 610,627 | $143.20 |
| Vested and expected to vest at March 31, 2026 (1) | 566,977 | $143.63 |
(1) Represents the number of vested stock units as of March 31, 2026 plus the number of unvested stock units expected to vest as of March 31, 2026 based on the unvested outstanding stock units at March 31, 2026 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees.
The aggregate intrinsic value of stock units vested during the three months ended March 31, 2026 and 2025 was $15.0 million and $16.0 million, respectively.
The weighted average grant date fair value of stock units granted during the three months ended March 31, 2026 and 2025 was $129.34 and $153.67, respectively.
As of March 31, 2026, there was $83.2 millionof total unrecognized compensation cost, inclusive of stock options and stock units, related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.91 years.
Commitments and Contingencies
Collaboration Agreements
The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements that require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. Research and development expenses associated with license agreements were immaterial amounts for the three months ended March 31, 2026 and 2025.
Legal Proceedings
From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial results.
Income Taxes
For the three months ended March 31, 2026, the Company recorded an income tax benefit of$6.6 million. The Company’s effective tax rate for the three months ended March 31, 2026 was(370.3)% compared to 26.6% for the corresponding period in the prior year. The difference in effective tax rates between the periods was primarily due to the Polymem divestiture offset by lower stock windfall tax benefits.
On July 4, 2025, the United States enacted new tax legislation, the One Big Beautiful Bill Act (“OBBBA”), which contains several provisions modifying the corporate income tax code such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, updates to the international tax framework and the reinstatement of certain business-related provisions. The legislation has multiple effective dates, with provisions taking effect from 2025 through 2027. The changes effective in 2026 are included in the Company’s provision for income taxes for the year ended December 31, 2026 and are not material. The Company does not expect the OBBBA to have a material impact on its consolidated financial statements or results of operations in future periods.
Earnings Per Share
The Company reports earnings or loss per share in accordance with ASC 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings or loss per share. Basic earnings or loss per share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is computed by dividing net income or loss available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Potential common share equivalents consist of restricted stock awards (including performance stock units) and the incremental common shares issuable upon the exercise of stock options, stock issuable upon conversion of convertible debt securities and certain contingent consideration earnouts. The dilutive effects of restricted stock awards and stock options are reflected in diluted earnings or loss per share by application of the treasury stock method. The dilutive effect of shares issuable upon conversion of the convertible debt securities are included in the calculation of diluted earnings or loss per share under the if-converted method, while contingent consideration is considered dilutive when the conditions for issuance are met at the end of the reporting period.
In periods where the Company is in a net loss position, diluted loss per share is the same as basic loss per share, as the effects of common stock equivalents outstanding, shares issuable upon conversion of convertible debt securities and shares issuable from certain contingent consideration earnouts, are antidilutive and therefore excluded from the calculation of diluted loss per share.
A reconciliation of basic and diluted weighted average shares outstanding is as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands, except per share data) | ||
| Numerator: | ||
| Net income | $8,333 | $5,830 |
| Denominator: | ||
| Weighted average shares used in computing net income per share – basic | 56,354 | 56,123 |
| Effect of dilutive shares: | ||
| Options and stock units | 308 | 378 |
| Performance stock units | 4 | 1 |
| Contingent consideration | — | 56 |
| Dilutive potential common shares | 312 | 435 |
| Denominator for diluted earnings per share - adjusted weighted average shares used in computing earnings per share - diluted | 56,666 | 56,558 |
| Earnings per share: | ||
| Basic | $0.15 | $0.10 |
| Diluted | $0.15 | $0.10 |
The Company has excluded the following potential common shares from the computation of diluted earnings or loss per share, as the inclusion would be anti-dilutive:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Options and stock units (1) | 520 | 409 |
| Total | 520 | 409 |
(1)Inclusive of performance stock units.
Potentially dilutive shares from the Company’s 2023 Notes were excluded from the calculation of diluted earnings per share during the three months ended March 31, 2026 and 2025, as the inclusion would be anti-dilutive.
Segment Reporting
The Company operates underone reportable segment. The Company’s chief operating decision maker (“CODM”), is the Chief Executive Officer (“CEO”). The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. Net income or net loss as reported on the consolidated statement of comprehensive income or loss is the measure of segment profit or loss used by the CODM in allocating resources and assessing performance. Total assets for the operating segment is the amount presented on thecondensed consolidated balance sheets.
The following table represents the Company’s total revenue by customers’ geographic locations:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Revenue by customers' geographic locations: | ||
| North America | 46% | 50% |
| Europe | 37% | 35% |
| Asia Pacific ("APAC") & Rest of World (1) | 17% | 15% |
| Total revenue | 100% | 100% |
(1)Rest of the world consists of countries in Central and South America and Africa.
The following table presents the Company’s significant segment expenses which are regularly provided to the CODM for the single reportable segment:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in thousands) | ||
| Total revenue | $194,255 | $169,172 |
| Costs and operating expenses: | ||
| Cost of goods sold | 86,432 | 78,415 |
| Research and development | 14,756 | 12,924 |
| Sales and marketing | 28,214 | 23,956 |
| General and administrative | 48,913 | 47,299 |
| Total costs and operating expenses | 178,315 | 162,594 |
| Other (expense) income, net | (14,168) | 1,365 |
| Income tax (benefit) provision | (6,561) | 2,113 |
| Net income | $8,333 | $5,830 |
Concentrations of Credit Risk and Significant Customers
Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. The Company's investment policy requires that it only invest in highly-rated securities and limits its exposure to any single-issuer to mitigate the risk of credit loss.
The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivable. The Company’s expected loss allowance and changes in the allowance period over period have not been historically material. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.
There was no revenue from a specific customer that represented 10% or more of the Company's total revenue for the three months ended March 31, 2026 or 2025. No accounts receivable balance from a specific customer represented 10% or more of the Company's total trade accounts receivable at March 31, 2026 or December 31, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.