UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to___________
Commission File Number
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes No
The number of shares outstanding of the registrant’s common stock on July 29, 2022 was
1
Table of Contents
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PAGE |
PART I - |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (interim periods unaudited) |
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Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 |
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5 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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37 |
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Item 4. |
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38 |
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PART II - |
OTHER INFORMATION |
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Item 1. |
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39 |
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Item 1A. |
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39 |
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Item 2. |
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39 |
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Item 3. |
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39 |
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Item 4. |
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39 |
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Item 5. |
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39 |
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Item 6. |
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40 |
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41 |
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2
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
REPLIGEN CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except share data)
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June 30, |
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of reserves of $ |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Noncurrent assets: |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax assets |
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Operating lease right of use assets |
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Other noncurrent assets |
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Total noncurrent assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Operating lease liability |
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Current contingent consideration |
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Accrued liabilities |
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Convertible Senior Notes, net |
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Total current liabilities |
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Noncurrent liabilities: |
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Deferred tax liabilities |
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Noncurrent operating lease liability |
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Noncurrent contingent consideration |
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Other noncurrent liabilities |
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Total noncurrent liabilities |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
REPLIGEN CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, amounts in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue: |
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Products |
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$ |
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$ |
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$ |
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$ |
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Royalty and other revenue |
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Total revenue |
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Costs and operating expenses: |
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Cost of product revenue |
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Research and development |
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Selling, general and administrative |
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Contingent consideration |
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Total costs and operating expenses |
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Income from operations |
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Other income (expenses): |
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Investment income |
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Interest expense |
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Amortization of debt issuance costs |
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Other expenses |
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Other expenses, net |
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Income before income taxes |
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Income tax provision |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted (Note 12) |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted (Note 12) |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
REPLIGEN CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, amounts in thousands, except share data)
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Six Months Ended June 30, 2022 |
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Common Stock |
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Number of |
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Par |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Impact of the adoption of ASU 2020-06 |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock for debt conversion |
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— |
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— |
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Exercise of stock options and vesting of stock |
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— |
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— |
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Tax withholding on vesting of restricted stock units |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Translation adjustment |
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— |
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— |
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— |
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( |
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— |
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Other |
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— |
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— |
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( |
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— |
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— |
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( |
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Balance at June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Three Months Ended June 30, 2022 |
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Common Stock |
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Number of |
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Par |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock for debt conversion |
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( |
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( |
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( |
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Exercise of stock options and vesting of stock |
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— |
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— |
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Tax withholding on vesting of restricted stock units |
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( |
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( |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Translation adjustment |
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— |
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— |
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— |
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( |
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— |
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Other |
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— |
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— |
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( |
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— |
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— |
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( |
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Balance at June 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Six Months Ended June 30, 2021 |
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Common Stock |
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Number of |
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Par |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Issuance of common stock for debt conversion |
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— |
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— |
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Exercise of stock options and vesting of stock |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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True-up of costs related to the December 2020 issuance |
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— |
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— |
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— |
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— |
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Translation adjustment |
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— |
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— |
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