XML 18 R12.htm IDEA: XBRL DOCUMENT
v3.25.3

Acquisitions | 9 Months Ended
--- | ---
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | 4. Acquisitions 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”). 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 under Accounting Standards Codification (“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, subject to a working capital adjustment to be finalized in a future period. Under the acquisition method of accounting, 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. The provisional fair value of the net tangible assets acquired is estimated to be $6.2 million, the provisional fair value of intangible assets acquired is estimated to be $13.6 million and the residual provisional goodwill is estimated to be $50.1 million. 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 $10.5 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to September 30, 2025, of which $2.1 million and $10.5 million were incurred during the three and nine months ended September 30, 2025, respectively. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income. Fair Value of Net Assets Acquired The preliminary purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of September 30, 2025, the purchase accounting for this acquisition has not been finalized and has been recorded on a provisional basis. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. The Company expects to finalize this determination during or before the quarter ending March 31, 2026. Amounts recorded on a provisional basis include but are not limited to intangible assets, working capital accounts including inventories, deferred tax accounts, deferred revenues, lease assets and goodwill. The components and estimated 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 |  |  | 535 |
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 |  |  | 50,057 |
Accounts payable |  |  | (208 | )
Accrued liabilities |  |  | (542 | )
Operating lease liabilities |  |  | (2,552 | )
Deferred revenue |  |  | (2,366 | )
Deferred tax liability |  |  | (1,161 | )
Fair value of net assets acquired |  | $ | 69,911 |
There were no significant changes to the preliminary purchase price allocation during the three and nine months ended September 30, 2025. Acquired Goodwill The provisional goodwill of $50.1 million represents future economic benefits expected to arise from anticipated synergies from the integration of the 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 $39.2 million is deductible for income tax purposes. The goodwill of $10.9 million related to Germany is expected to be nondeductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets (determined on a provisional basis and thus subject to change during the measurement period) 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 |
2024 Acquisition Tantti Laboratory Inc. On December 2, 2024, the Company's subsidiary, Repligen Sweden AB, acquired Tantti from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition” and such agreement, the “Share Swap Agreement”), by and among Repligen Sweden AB, the Tantti Seller and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the share purchase agreement (the “Share Purchase Agreement”). Tantti, headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics. The addition of Tantti further strengthens our portfolio in the new modality space. Consideration Transferred The Company accounted for the Tantti Acquisition as a purchase of a business under ASC 805, “Business Combinations.” Under the Share Swap Agreement, all outstanding equity interests of Tantti were acquired for consideration with a value totaling $75.1 million. The Tantti Acquisition was funded through payment of $55.4 million in cash and contingent consideration with an estimated fair value of $19.7 million as of the acquisition date. Under the acquisition method of accounting, 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. The provisional fair value of the net tangible liabilities acquired is estimated to be $0.8 million, the provisional fair value of the intangible assets acquired is estimated to be $28.9 million and the residual provisional goodwill is estimated to be $46.9 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $4.2 million of transaction and integration costs associated with the Tantti Acquisition from the date of acquisition to September 30, 2025, of which $0.8 million and $2.6 million were incurred during the three and nine months ended September 30, 2025, respectively. The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive income. Fair Value of Net Assets Acquired The preliminary purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of September 30, 2025, the purchase accounting for this acquisition has not been finalized and has been recorded on a provisional basis. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. The Company expects to finalize this determination during or before the quarter ending December 31, 2025. The components and estimated allocation of the purchase price consist of the following (amounts in thousands):
Cash and cash equivalents |  | $ | 85 |
Accounts receivable |  |  | 1 |
Inventory |  |  | 41 |
Prepaid expenses and other current assets |  |  | 321 |
Property and equipment |  |  | 731 |
Operating lease right of use asset |  |  | 637 |
Other assets, long-term |  |  | 81 |
Developed technology |  |  | 28,910 |
Goodwill |  |  | 46,943 |
Accounts payable |  |  | (18 | )
Accrued liabilities |  |  | (510 | )
Operating lease liabilities |  |  | (627 | )
Deferred tax liability |  |  | (1,515 | )
Fair value of net assets acquired |  | $ | 75,080 |
There were no significant changes to the preliminary purchase price allocation during the three and nine months ended September 30, 2025. Acquired Goodwill The provisional goodwill of $46.9 million represents future economic benefits expected to arise from anticipated synergies from the integration of Tantti into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Tantti Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. Intangible Assets The identified intangible asset (determined on a provisional basis and thus subject to change during the measurement period) associated with the Tantti Acquisition is developed technology of $28.9 million with a useful life of nine years.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combination. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-8 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 38 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-38 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 46 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-46 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 43 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-43 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 45 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-45 Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-3 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-3 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-2 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-2 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-4 Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-4 Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 40 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479326/805-40-45-1 Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-30/tableOfContent Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-20/tableOfContent Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-7 Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-5 Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-10/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration