Qiagen N : Third Quarter 2024 SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

__________________________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

Commission File Number 001-38332

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QIAGEN N.V.

(Translation of registrant's name into English)

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Hulsterweg 82

5912 PL Venlo

The Netherlands

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý

Form 40-F o

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Table of Contents

	QIAGEN N.V.
	Form 6-K
	TABLE OF CONTENTS
Item	Page
Other Information	3
Signatures	4
Exhibit Index	5

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Table of Contents

OTHER INFORMATION

For the three and nine months ended September 30, 2024, QIAGEN N.V. prepared its quarterly report under United States generally accepted accounting principles (U.S. GAAP). This quarterly report is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

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Table of Contents

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, thereunto duly authorized.

QIAGEN N.V.

By: /s/ Roland Sackers

Roland Sackers

Chief Financial Officer

Date: November 7, 2024

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Table of Contents

EXHIBIT INDEX

Exhibit	Exhibit
No.
99.1	U.S. GAAP Quarterly Report for the Period Ended September 30, 2024

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Exhibit 99.1

QIAGEN N.V. and Subsidiaries

U.S. GAAP Quarterly Report for the Period Ended September 30, 2024

Table of Contents

Condensed Consolidated Financial Statements

• Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023

• Condensed Consolidated Statements of Income (Loss) (unaudited) for the three and nine months ended September 30, 2024 and 2023

• Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2024 and 2023
  6 Condensed Consolidated Statements of Changes in Equity (unaudited) for the three and nine months ended September 30, 2024 and 2023
  8 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023

10 Notes to the Condensed Consolidated Financial Statements (unaudited)

36 Operating and Financial Review and Prospects

1. Quantitative and Qualitative Disclosures About Market Risk
2. Recent Authoritative Pronouncements

1. Application of Critical Accounting Estimates

1. Off-BalanceSheet Arrangements
2. Legal Proceedings

46 Risk Factors

Condensed Consolidated Financial Statements

QIAGEN N.V. and Subsidiaries Condensed Consolidated Balance Sheets

				September 30,		December 31,
(in thousands)		Notes	2024	2023
				(unaudited)
Assets
Current assets:
Cash and cash equivalents				$972,985		$668,084
Short-term investments				507,379		389,698
Accounts receivable, net of allowance for credit losses of $21,157 and $17,296, respectively				345,581		381,877
Inventories, net		(5)		321,699		398,385
Prepaid expenses and other current assets		(9)		306,429		309,516
Total current assets			2,454,073	2,147,560
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $564,665 and $516,765, respectively				759,932		765,037
Goodwill		(6)		2,486,242		2,475,732
Intangible assets, net of accumulated amortization of $762,194 and $748,590, respectively		(6)		330,829		526,821
Other long-term assets		(7, 9)		239,121		200,040
Total long-term assets				3,816,124		3,967,630
Total assets				$6,270,197		$6,115,190

The accompanying notes are an integral part of these condensed consolidated financial statements.

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QIAGEN N.V. and Subsidiaries Condensed Consolidated Balance Sheets

				September 30,		December 31,
(in thousands, except par value)		Notes	2024	2023
				(unaudited)
Liabilities and equity
Current liabilities:
Current portion of long-term debt		(8)		$555,257		$587,970
Accrued and other current liabilities		(3, 4, 9, 10)		494,293		407,168
Accounts payable				79,018		84,155
Total current liabilities			1,128,568	1,079,293
Long-term liabilities:
Long-term debt, net of current portion		(8)		1,364,584		921,824
Other long-term liabilities		(9)		247,051		306,309
Total long-term liabilities				1,611,635		1,228,133
Commitments and contingencies	(15)
Equity:
Preference shares, 0.01 EUR par value, authorized-450,000 shares, no shares issued and outstanding				-		-
Financing preference shares, 0.01 EUR par value, authorized-40,000 shares, no shares issued and outstanding				-		-
Common shares, 0.01 EUR par value, authorized-410,000 shares, issued-223,904 and 230,829 shares, respectively		(13)		2,601		2,702
Additional paid-in capital		(13)		1,655,076		1,915,115
Retained earnings				2,362,542		2,456,800
Accumulated other comprehensive loss		(13)		(413,475)		(433,830)
Less treasury shares, at cost-1,647 and 2,627 shares, respectively				(76,750)		(133,023)
Total equity				3,529,994		3,807,764
Total liabilities and equity				$6,270,197		$6,115,190

The accompanying notes are an integral part of these condensed consolidated financial statements.

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QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Income (Loss) (Unaudited)

						Three Months Ended				Nine Months Ended
						September 30,				September 30,
(in thousands, except per share data)		Notes	2024	2023	2024	2023
Net sales	(4)	$501,869	$475,894	$1,457,012	$1,456,149
Cost of sales:
Cost of sales		(3)		179,817		161,864		777,922		490,407
Acquisition-related intangible amortization				13,745		16,070		45,030		48,154
Total cost of sales				193,562		177,934		822,952		538,561
Gross profit			308,307	297,960	634,060	917,588
Operating expenses:
Sales and marketing				111,262		111,462		337,069		342,434
Research and development				44,453		47,934		144,889		152,545
General and administrative				29,394		28,649		85,580		90,780
Acquisition-related intangible amortization				2,351		2,713		7,787		8,072
Restructuring, acquisition, integration and other, net		(3)		8,744		10,021		80,122		24,434
Total operating expenses				196,204		200,779		655,447		618,265
Income (loss) from operations			112,103	97,181	(21,387)	299,323
Other income (expense):
Interest income				18,254		20,380		52,924		59,731
Interest expense				(11,484)		(13,018)		(32,698)		(40,969)
Other expense, net				(2,417)		(4,713)		(3,544)		(7,152)
Total other income, net				4,353		2,649		16,682		11,610
Income (loss) before income tax expense				116,456		99,830		(4,705)		310,933
Income tax expense		(11)		18,400		22,012		26		67,294
Net income (loss)				$98,056		$77,818		($4,731)		$243,639
Basic earnings (loss) per common share				$0.44		$0.34		($0.02)		$1.07
Diluted earnings (loss) per common share			$0.44	$0.34	($0.02)	$1.06
Weighted-average common shares outstanding:
Basic				222,314		228,258		222,712		228,104
Diluted				224,035		230,613		222,712		230,578

The accompanying notes are an integral part of these condensed consolidated financial statements.

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QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited)

			Three Months Ended
			September 30,
(in thousands)	Notes	2024	2023

Net income

Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:

(Losses) gains on cash flow hedges, net of $11,344 tax benefit and $2,140 tax expense, respectively

Reclassification adjustments on cash flow hedges, net of $12,763 tax expense and $3,287 tax benefit, respectively

Cash flow hedges, net of tax

Net investment hedge

Foreign currency translation adjustments, net of $0 tax and $0 tax, respectively

Other comprehensive income (loss)

Comprehensive income

		$98,056		$77,818
(9)		(32,624)		6,155
(9)		36,706		(9,454)
		4,082		(3,299)
(9)		(18,888)		13,048
		32,877		(30,534)
		18,071		(20,785)
		$116,127		$57,033

			Nine Months Ended
			September 30,
(in thousands)	Notes	2024	2023

Net (loss) income

Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:

Gains (losses) on cash flow hedges, net of $857 tax expense and $3,499 tax benefit, respectively

Reclassification adjustments on cash flow hedges, net of $324 tax benefit and $1,412 tax expense, respectively

Cash flow hedges, net of tax

Net investment hedge

Foreign currency translation adjustments, net of $0 tax and $0 tax, respectively

Other comprehensive income (loss)

Comprehensive income

		($4,731)		$243,639
(9)		2,465		(10,062)
(9)		(930)		4,059
		1,535		(6,003)
(9)		(6,481)		3,465
		25,301		(32,058)
		20,355		(34,596)
		$15,624		$209,043

The accompanying notes are an integral part of these condensed consolidated financial statements.

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