What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-24 · 736 added, 755 removed, 882 unchanged (63% of the section changed)

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(a) Disclosure Controls and Procedures.

under the Exchange Act and as required by paragraph (b) of Rules 13a-15

under the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act and as required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act) as of the end of the period covered by this report.

(b) Report of Management on Internal Control Over Financial Reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f)

and 15d-15(f)

under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles and includes those policies and procedures that:

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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria established in Internal Control – Integrated Framework

, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

We acquired Engineered Molding Technology LLC (“EMT”), Non-Metallic

Solutions, Inc.

(“NMS”) and ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”) on July 13, 2020, October 20, 2020 and December 3, 2020, respectively.

The financial results of each of these businesses are included in our audited consolidated financial statements as of December 31, 2020.

The Company’s consolidated total assets as of December 31, 2020 includes $31.9 million, $16.8 million and $226.1 million from the EMT, NMS and ARTeSYN businesses, respectively.

The Company’s consolidated revenues for the year ended December 31, 2020 includes $3.7 million, $0.6 million and $2.0 million from the EMT, NMS and ARTeSYN businesses, respectively.

As these acquisitions occurred in the third and fourth quarters of 2020, the scope of our assessment of our internal control over financial reporting does not include EMT, NMS and ARTeSYN.

This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.

In connection with our initiative to integrate and enhance our global information technology systems and business processes, we continued the phased implementation of a new enterprise resource planning (“ERP”) system.

The ERP system is being implemented in phases through 2021.

The second phase was completed during the third quarter of 2020.

As a result of this implementation, we modified certain existing internal controls over financial reporting as well as implemented new controls and procedures related to the new ERP system as of December 31, 2020.

or Rule 15d-15

that occurred in the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria established in Internal Control –

Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

We acquired Polymem S.A.

(“Polymem”) on July 1, 2021, Avitide Inc.

(“Avitide”) on September 20, 2021 and BioFlex Solutions LLC (“BioFlex”) and Newton T&M Corp.

(“NTM”) on December 16, 2021.

The financial results of each of these acquisitions are included in our audited consolidated financial statements as of December 31, 2021.

The Company's consolidated total assets as of December 31, 2021 includes $52.4 million, $253.3 million and $33.4 million from the Polymem, Avitide, and NTM and BioFlex businesses, respectively.

The Company's consolidated revenue for the year ended December 31, 2021 includes $2.3 million, $1.3 million and $0.1 million, from Polymem, Avitide, NTM and Bioflex businesses, respectively.

As these acquisitions occurred in the third or fourth quarter of 2021, the scope of our assessment of our internal control over financial reporting does not include these acquisitions.

These exclusions are in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of such acquisition.

The implementation of the ERP system is done in phases and will continue until all current and future subsidiaries are using it.

The third phase of this project was completed during the second quarter of 2021.

As a result of this implementation, we modified certain existing internal controls over financial reporting as of December 31, 2021.

Other than the foregoing, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subject to the foregoing, based on this assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Form 10-K,

has issued an attestation report on our internal control over financial reporting as of December 31, 2020.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting as of December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Opinion on Internal Control over Financial Reporting

We have audited Repligen Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited Repligen Corporation’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Repligen Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management’s Report Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Engineered Molding Technology LLC (“EMT”), Non-Metallic

Solutions, Inc.

(“NMS”) and ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), which are included in the 2020 consolidated financial statements of the Company and constituted $31.9 million, $16.8 million and $226.1 million of total assets, respectively, as of December 31, 2020, and $3.7 million, $0.6 million and $2.0 million of revenues, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of EMT, NMS or ARTeSYN.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Polymem S.A.

("Polymem"), Avitide, Inc.

("Avitide"), Newton T&M Corp ("NTM") and Bio-Flex Solutions, LLC ("Bioflex"), which are included in the 2021 consolidated financial statements of the Company and constituted $52.4 million, $253.3 million and $33.4 million of total assets, respectively, as of December 31, 2021, and $2.3 million, $1.3 million and $0.1 million of revenues, respectively, for the year to date 2021.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Polymem, Avitide, NTM and Bioflex.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal

control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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(d) Changes in Internal Control Over Financial Reporting

Other than the acquisitions of NMS and ARTeSYN mentioned above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15

or Rule 15d-15

that occurred in the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the acquisition of Bioflex and NTM mentioned above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Pursuant to General Instructions G to Form 10-K,

the information required for Part III, Items 10, 11, 12, 13 and 14, is incorporated herein by reference from the Company’s proxy statement for the 2021 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Pursuant to General Instructions G to Form 10-K, the information required for Part III, Items 10, 11, 12, 13 and 14, is incorporated herein by reference from the Company’s proxy statement for the 2022 Annual Meeting of Stockholders.

EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES

The following documents are filed as part of this Form 10-K:

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Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 201 9

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2021, 2020 and 201 9

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

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(a) (3) Exhibits :

The Exhibits which are filed as part of this Form 10-K

or which are incorporated by reference are set forth in the Exhibit Index hereto.

The Exhibits which are filed as part of this Form 10-K or which are incorporated by reference are set forth in the Exhibit Index hereto.

EXHIBIT INDEX

Document Description

Stock Purchase Agreement, dated April 25, 2019, by and among Repligen Corporation, C Technologies and Craig Harrison (filed as Exhibit 2.1 to Repligen Corporation’s Current Report on Form 8-K filed on April 26, 2019 and incorporated herein by reference).

Restated Certificate of Incorporation dated June 30, 1992, as amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference).

Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective as of May 16, 2014 (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on May 19, 2014 and incorporated herein by reference).

Third Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 28, 2021 and incorporated herein by reference).

Specimen Stock Certificate (filed as Exhibit 4.1 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference).

Base Indenture, dated as of July 19, 2019, by and between Repligen Corporation and Wilmington Trust, National Association (filed as Exhibit 4.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 22, 2019 and incorporated herein by reference).

Document Description

First Supplemental Indenture, dated as of July 19, 2019, by and between Repligen Corporation and Wilmington Trust, National Association (filed as Exhibit 4.2 to Repligen Corporation’s Current Report on Form 8-K filed on July 22, 2019 and incorporated herein by reference).

Third Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 28, 2021 and incorporated herein by reference).

Specimen Stock Certificate (filed as Exhibit 4.1 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference).

Form of 0.375% Convertible Senior Note due 2024 (included in Exhibit 4.3).

Description of Certain Registrant’s Securities (filed as Exhibit 4.5 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated by reference).

Repligen Executive Incentive Compensation Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on December 14, 2005 and incorporated herein by reference).

Second Amended and Restated 2001 Repligen Corporation Stock Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on September 18, 2008 and incorporated herein by reference).

Amended and Restated 2001 Repligen Corporation Stock Option Plan, Form of Incentive Stock Option Agreement (filed as Exhibit 10.14 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2005 and incorporated herein by reference).

Amended and Restated 2001 Repligen Corporation Stock Plan, Form of Restricted Stock Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 9, 2006 and incorporated herein by reference).

Lease Between Repligen Corporation as Tenant and West Seyon LLC as Landlord, 35 Seyon Street, Waltham, MA (as amended to date) (filed as Exhibit 10.4 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).

Strategic Supplier Alliance Agreement dated January 28, 2010 by and between Repligen Corporation and GE Healthcare Bio-Sciences AB) (as amended to date) (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference).

Repligen Corporation Amended and Restated 2012 Stock Option and Incentive Plan (filed as Exhibit 99.1 to Repligen Corporation’s Form S-8 filed on June 2, 2014 and incorporated herein by reference).

Description of Certain Registrant’s Securities (filed as Exhibit 4.5 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated by reference).

Repligen Executive Incentive Compensation Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on December 14, 2005 and incorporated herein by reference).

Strategic Supplier Alliance Agreement dated January 28, 2010 by and between Repligen Corporation and GE Healthcare Bio-Sciences AB (as amended to date) (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference).

Repligen Corporation Amended and Restated 2012 Stock Option and Incentive Plan (filed as Exhibit 99.1 to Repligen Corporation’s Form S-8 filed on June 2, 2014 and incorporated herein by reference).

Letter Agreement, dated as of June 10, 2014, by and between Repligen Corporation and Jon K.

Snodgres (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 15, 2014 and incorporated herein by reference).

Repligen Corporation Amended and Restated Non-Employee Directors’ Compensation Policy (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

Form of Indemnification Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on May 12, 2016 and incorporated herein by reference).

Snodgres (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 15, 2014 and incorporated herein by reference).

Repligen Corporation Amended and Restated Non-Employee Directors’

Compensation Policy (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Form of Indemnification Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on May 12, 2016 and incorporated herein by reference).

Lease Agreement, dated February 6, 2018, by and between Repligen Corporation and U.S.

REIF 111 Locke Drive Massachusetts, LLC (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on February 8, 2018 and incorporated herein by reference).

2018 Repligen Corporation Stock Option and Incentive Plan (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference).

Document Description

Letter Agreement, dated as of September 3, 2016 by and between Repligen Corporation and Ralf Kuriyel (filed as Exhibit 10.17 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference).

Repligen Corporation Named Executive Officer Severance and Change in Control Plan, effective as of June 13, 2019 (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on June 19, 2019 and incorporated herein by reference).

REIF 111 Locke Drive Massachusetts, LLC (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on February 8, 2018 and incorporated herein by reference).

Second Amended and Restated Employment Agreement, dated as of June 15, 2019, by and between Repligen Corporation and Tony J.

Hunt (filed as Exhibit 10.2 to Repligen Corporation’s Current Report on Form 8-K filed on June 19, 2019 and incorporated herein by reference).

First Amendment to Lease Agreement, dated as of July 7, 2020 by and between Repligen Corporation and U.S.

REIF 111 Locke Drive Massachusetts, LLC (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 10, 2020 and incorporated herein by reference).

Repligen Corporation 2018 Stock Option and Incentive Plan, Sub-Plan for French-Qualified Restricted Stock Units (filed as Exhibit 10.1 to Repligen Corporation’s Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference).

Subsidiaries of the Registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document-the

instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

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+ Filed electronically herewith.

The exhibits listed above are not contained in the copy of the Annual Report on Form 10-K

distributed to stockholders.

The exhibits listed above are not contained in the copy of the Annual Report on Form 10-K distributed to stockholders.

Upon the request of any stockholder entitled to vote at the 2022 Annual Meeting, the Registrant will furnish that person without charge a copy of any exhibits listed above.

Requests should be addressed to Repligen Corporation, 41 Seyon Street, Waltham, MA 02453.

We may voluntarily include a summary of information required by Form 10-K

under Item 16.

10 -K SUMMARY

We may voluntarily include a summary of information required by Form 10-K under Item 16.

We have elected not to include such summary information.

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Hunt and Jon K.

Snodgres with full power to act without the other, his true and lawful attorney-in-fact

and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Form 10-K,

and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact

and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof.

Snodgres with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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February 17, 2022

/ S / T HOMAS F.

R YAN , J R .

/ S / THOMAS F.

February 17, 2022

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Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Repligen Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Repligen Corporation (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Repligen Corporation (the Company) as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of the Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements

, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,

by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for acquisitions

Description of the Matter

Description of

As disclosed in Note 4 to the consolidated financial statements, during 2021, the Company completed three acquisitions for total aggregate consideration of approximately $321.3 million, net of cash acquired.

The most significant of these was the acquisition of all outstanding equity of ARTeSYN Biosolutions Holdings Ireland Limited for consideration of approximately $201.0 million, net of cash acquired.

The most significant of these was the acquisition of Avitide, Inc.

for consideration of approximately $245.7 million, net of cash acquired.

The transactions were accounted for as business combinations.

Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets of $90.2 million, which principally consisted of customer relationships and developed technology.

In the acquisition of Avitide, Inc, the Company has recognized a liability for acquisition consideration that is contingent upon achieving certain performance targets.

The Company determines the fair value of these arrangements, both as part of the initial purchase price allocation, and on an ongoing basis each reporting period until the arrangements are settled.

As of December 31, 2021, the amount for future estimated contingent consideration is $94.2 million.

Auditing the Company's accounting for its acquisitions was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets of $72.9 million, which principally consisted of customer relationships and developed technology.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business.

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The significant assumptions used to estimate the value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates.

The significance of the estimations used by management to determine the fair value of contingent consideration was primarily due to the sensitivity of the respective fair values to the significant underlying assumptions.

The significant assumptions include estimation of the probability and timing of payment, future revenue forecasts, as well as the appropriate discount rate based on the estimated timing of payments.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

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Our tests included controls over the process supporting the recognition and measurement of consideration transferred, customer relationship, and developed technology intangible assets.

We also tested management’s review of assumptions used in the valuation models.

For each of the Company's acquisitions, we read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of (1) the tangible assets acquired and liabilities assumed at fair value;

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002

Boston, Massachusetts

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REPLIGEN CORPORATION

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED B ALANCE SHEETS

(Amounts in thousands, except share data)

December 31, 2020

December 31, 2019

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net of reserves of $ 762 and $ 525 at December 31, 2020 and December 31, 2019, respectively

Royalties and other receivables

Unbilled receivables

Accounts receivable, net of reserves of $ 1,417 and $ 762 at

December 31, 2021 and December 31, 2020, respectively

Inventories, net

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Total current assets

Noncurrent assets:

Property, plant and equipment, net

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Operating lease right of use assets

Other noncurrent assets

Total noncurrent assets

LIABILITIES AND STOCKHOLDERS' EQUITY

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Total current liabilities

Convertible senior notes, net

Noncurrent liabilities:

Deferred tax liabilities

Operating lease liability, long-term

Other liabilities, long-term

Noncurrent operating lease liability

Noncurrent contingent consideration

Other noncurrent liabilities

Total noncurrent liabilities

Total liabilities

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Stockholders' equity:

Preferred stock, $ 0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding

Preferred stock, $ 0.01 par value, 5,000,000 shares authorized, no shares

issued or outstanding

Common stock, $ 0.01 par value;

80,000,000 shares authorized;

54,760,837 shares at December 31, 2020 and 52,078,258 shares at December 31, 2019 issued and outstanding

Additional paid-in

Accumulated other comprehensive income (loss)

shares at December 31, 2021 and 54,760,837 shares at December 31, 2020

issued and outstanding

Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’

Total liabilities and stockholders’

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

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Selling, general and administrative

Contingent consideration expense

Total costs and operating expenses

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Investment income

Loss on extinguishment of debt

Loss on conversion of debt

Interest expense

Other (expenses) income

Other expenses

Other expenses, net

Income before income taxes

Income tax (benefit) provision

Income tax provision (benefit)

Earnings per share:

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REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

(Amounts in thousands, except share data)

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Balance at December 31, 2018

Issuance of common stock for debt conversion

Exercise of stock options and vesting of stock units

Issuance of common stock for debt

Reduction of equity component from

debt conversion, net of tax

Exercise of stock options and vesting

of stock units

Issuance of common stock pursuant

to the acquisition of

C Technologies, Inc.

Tax withholding on vesting of

restricted stock

Equity component of 0.375 % senior

convertible notes, net of tax

Proceeds from issuance of common

stock, net of issuance costs

Stock-based compensation expense

Cumulative effect of accounting changes

Translation adjustment

Balance at December 31, 2019

Issuance of common stock for debt conversion

Reduction of equity component from debt conversion, net of tax

Exercise of stock options and vesting of stock units

Issuance of common stock pursuant to the acquisition of C Technologies, Inc.

Tax withholding on vesting of restricted stock

Equity component of 0.375 % senior convertible notes, net of tax

Proceeds from issuance of common stock, net of issuance costs of $ 18,607

Exercise of stock options and vesting

of stock units

Issuance of common stock pursuant

to the acquisition of ARTeSYN

Proceeds from issuance of common

stock, net of issuance costs

of $ 0.4 million

Stock-based compensation expense

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Balance at December 31, 2020

Exercise of stock options and vesting of stock units

Issuance of common stock pursuant to the acquisition of ARTeSYN Biosolutions

Proceeds from issuance of common stock, net of issuance costs of $ 0.4 million

Issuance of common stock for debt

Exercise of stock options and vesting

of stock units

Issuance of common stock pursuant to the acquisition

of Avitide Inc.

Tax withholding on vesting of

restricted stock

Stock-based compensation expense

True-up of costs related to the December 2020

issuance of common stock

Translation adjustment

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REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEM ENTS OF CASH FLOWS

(Amounts in thousands)

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

Inventory step-up charges

Depreciation and amortization

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Stock-based compensation expense

Contingent consideration expense

Deferred income taxes, net

Loss on extinguishment of debt

Loss on conversion of debt

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

Accounts receivable

Royalties and other receivables

Unbilled receivables

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Additions to capitalized software costs

Developed technology intangible asset payment

Acquisitions, net of cash acquired

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

Net increase in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

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Interest paid

Supplemental disclosure of non-cash

investing and financing activities:

Supplemental disclosure of non-cash investing and financing activities:

Assets acquired under operating leases

Fair value of 372,990 shares of common stock issued for acquisition of ARTeSYN Biosolutions Holdings Ireland Limited

Fair value of 2,316,229 shares of common stock issued for conversion of convertible notes

Fair value of 271,096 shares of common stock issued for acquisition

of Avitide, Inc.

Fair value of earnouts related to the acquisition of Avitide, Inc.

Fair value of 372,990 shares of common stock issued for acquisition

of ARTeSYN Biosolutions Holdings Ireland Limited

Fair value of 2,316,229 shares of common stock issued for conversion of

convertible notes

Fair value of common stock issued for acquisition of C Technologies, Inc.

effect of adoption of ASU 2016-16

Property, plant and equipment related to lease incentives

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

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Repligen Corporation (NASDAQ:RGEN) is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs.

The Company’s franchises include Filtration (XCell ATF ™

systems, TangenX ™

flat sheet cassettes, Spectrum ®

Hollow Fibers, KrosFlo ®

Systems and ProConnex ®

flow path assemblies), Chromatography (OPUS ®

Columns, chromatography resins, ELISA kits), Process Analytics (SoloVPE ®

and FlowVPE ®

), and Proteins (Protein A affinity ligands and cell culture growth factors).

The Company’s bioprocessing products are sold to major life sciences companies, biopharmaceutical development companies and contract manufacturing organizations worldwide.

The Company’s franchises include filtration (XCell ATF ® systems, TangenX SIUS ® flat sheet cassettes, Spectrum ® Hollow Fibers, KrosFlo ® systems and ProConnex ® single-use flow path assemblies), chromatography (OPUS ® Columns, chromatography resins, ELISA kits), process analytics (SoloVPE ® , FlowVPE ® and Flow VPX ® ) and proteins (Protein A affinity ligands and cell culture growth factors).

The Company’s bioprocessing products are sold to major life sciences companies, biopharmaceutical development companies and contract manufacturing organizations worldwide.

The Company operates under one reportable segment.

The Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

See Note 2, “Summary of Significant Accounting Policies – Segment Reporting,”

for more information on the Company’s segment.

The Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

See Note 2, “Summary of Significant Accounting Policies –

Segment Reporting,”

for more information on the Company’s segment.

A majority of our 16 key manufacturing sites are located in the United States (California, Massachusetts, New Jersey and New York).

Outside the United States, we have manufacturing sites in Estonia, Germany, Ireland, the Netherlands and Sweden.

Outside the United States, we have manufacturing sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden.

The Company is subject to a number of risks typically associated with companies in the biotechnology industry.

These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the FDA and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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.

Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for credit losses, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance.

Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for credit losses, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, contingent consideration, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates.

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Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum ®

LifeSciences LLC and its subsidiaries (“Spectrum”), C Technologies, Inc.

(“C Technologies”), Engineered Molding Technology LLC (“EMT”), Non-Metallic

Solutions, Inc.

(“NMS”), ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”) and Repligen Singapore Pte.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum ® LifeSciences LLC and its subsidiaries (“Spectrum”), C Technologies, Inc.

(“C Technologies”), ARTeSYN Biosolutions Holdings Ireland Limited and its subsidiaries (“ARTeSYN”), Polymem S.A.

(“Polymem”), Avitide, Inc.

(“Avitide”), Newton T&M Corp ("NTM"), Bio-Flex Solutions, LLC ("BioFlex") and Repligen Singapore Pte.

All significant intercompany accounts and transactions have been eliminated in consolidation.

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Revenues and expenses are translated at average rates in effect during the reporting period.

Translation adjustments, including adjustments related to the Company’s intercompany loan with Repligen Sweden AB and Repligen Sweden AB’s intercompany loan with Repligen GmbH, are remeasured at each period end and included in accumulated other comprehensive loss.

Translation adjustments, including adjustments related to the Company’s various intercompany loans.

Any intercompany loans with foreign subsidiaries are remeasured at each period end and included in accumulated other comprehensive loss on the consolidated balance sheets.

Revenue Recognition

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Under Accounting Standard Codification No.

(“ASC”) 606, “ Revenue from Contracts with Customers,”

(“ASC”) 606, “

Revenue from Contracts with Customers,”

revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”).

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component.

Applying the practical expedient in paragraph 606-10-32-18,

the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less.

None of the Company’s contracts contained a significant financing component as of December 31, 2020.

Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less.

None of the Company’s contracts contained a significant financing component as of December 31, 2021.

Contracts with customers may contain multiple performance obligations.

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Restricted cash represents cash that is restricted as to withdrawal or usage.

There was no restriction on the Company’s cash balance as of December 31, 2020.

In connection with the Company’s acquisition of C Technologies on May 31, 2019, cash was held and due to employees based on their continued employment with the Company one year after the date of the close of the acquisition.

As of December 31, 2019, $ 9.0 million, which represented this amount due to employees, was carried as restricted cash on the Company’s consolidated balance sheet.

There was no restriction on

the Company’s cash balance as of December 31, 2021 and 2020.

As of December 31, 2019, $ 9.0 million, which represented this amount due to employees, was carried as restricted cash on the Company’s consolidated balance sheet.

Subsequently, during the second quarter of 2020, this $ 9.0 million was paid to employees.

The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2020, 2019 and 2018:

For the Years Ended December 31,

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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.

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 quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

Level 3 –

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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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.

As of December 31, 2020 and 2019, cash and cash equivalents on the Company’s consolidated balance sheets included $ 549.0 million and $ 415.6 million, respectively, in money market accounts.

These funds are valued on a recurring basis using Level 1 inputs.

In July 2019, the Company issued $ 287.5 million aggregate principal amount of the Company’s 0.375 % Convertible Senior Notes due July 15, 2024 (the “2019 Notes”).

Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The 2019 Notes will mature on July 15, 2024 unless earlier converted or repurchased in accordance with their terms.

As of December 31, 2020, the carrying value of the 2019 Notes was $ 243.7 million, net of unamortized discount, and the fair value of the 2019 Notes was $ 501.0 million.

The fair value of the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2020.

The 2019 Notes are discussed in more detail in Note 12, “Convertible Senior Notes,”

to these consolidated financial statements.

There were no remeasurements to fair value during the year ended December 31, 2020 of financial assets and liabilities that are not measured at fair value on a recurring basis.

Allowance for credit losses

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Losses are charged against the allowance when the customer accounts are determined to be uncollectible.

Inventories relate to the Company’s bioprocessing business.

The Company values inventory at cost or, if lower, net realizable value, using the first-in,

The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process

and finished products.

The Company writes down inventory that has become obsolete, inventory that has a

cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue.

Inventories relate to the Company’s bioprocessing business.

The Company values inventory at cost or, if lower, net realizable value, using the first-in, first-out method.

The Company reviews its inventories at least quarterly and records a provision for

excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products.

The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue.

Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.

A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand.

Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results.

During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Work-in-process

and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead.

During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead.

Lease Accounting

The Company adopted ASU 2016-02,

“Leases (Topic 842)

” (“ASC 842”) as of January 1, 2019.

The Company adopted Accounting Standards Update No.

("ASU") 2016-02, “Leases (Topic 842) ”

(“ASC 842”) as of January 1, 2019.

Under ASC 842, the Company determines whether the arrangement contains a lease at the inception of an arrangement.

If a lease is identified in an arrangement, the Company recognizes a right-of-use

asset and liability on its consolidated balance sheet and determines whether the lease should be classified as a finance or operating lease.

If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and liability on its consolidated balance sheet and determines whether the lease should be classified as a finance or operating lease.

The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months.

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Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease.

The Company does not separate lease and non-lease

components when determining which lease payments to include in the calculation of its lease assets and liabilities.

The Company does not separate lease and non-lease components when determining which lease payments to include in the calculation of its lease assets and liabilities.

Variable lease payments are expensed as incurred.

If a lease includes an option to extend or terminate the lease, the Company reflects the option in the lease term if it is reasonably certain it will exercise the option.

Finance leases are recorded in property, plant and equipment, net, other current liabilities and long-term finance lease liabilities and operating leases are recorded in operating lease right of use assets, operating lease liability and operating lease liability, long-term on the Company’s consolidated balance sheet.

Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease.

Some of these leases include obligations to pay

for other services, such as operations and maintenance.

Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease.

Some of these leases include obligations to pay for other services, such as operations and maintenance.

For leases of property, the Company accounts for these other services as a component of the lease.

The aggregate minimum annual payments are expensed on the straight-line basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably assured as an economic penalty may be incurred if the option is not exercised.

The Company also accounts in its straight-line computation for the effect of any “rental holidays.”

Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The aggregate minimum annual payments are expensed on the straight-line basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably certain as an economic penalty may be incurred if the option is not exercised.

The Company also accounts in its straight-line computation for the effect of any “rental holidays.”

Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to the Company.

Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate.

The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made.

Accrued Liabilities

The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date.

For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants.

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Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a “more-likely-than-not”

threshold for recognizing and resolving uncertain tax positions.

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Certain systems development costs related to the purchase, development and installation of computer software developed or obtained for internal use are capitalized and depreciated over the estimated useful life of the related project.

Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred.

Costs incurred prior

to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred.

Earnings Per Share

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Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants.

Under the treasury stock method, unexercised “in-the-money”

stock options are assumed to be exercised at the beginning of the period or at issuance, if later.

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A reconciliation of basic and diluted share amounts is as follows:

For the Years Ended

(Amounts in thousands, except

per share data)

Weighted average shares used in computing net income per share - basic

For the Years Ended December 31,

(Amounts in thousands, except per share data)

Weighted average shares used in computing net income per

share - basic

Effect of dilutive shares:

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Convertible senior notes

Dilutive effect of unvested performance stock units

Dilutive potential common shares

Weighted average shares used in computing net income per share - diluted

Weighted average shares used in computing net income per

share - diluted

Earnings per share:

At December 31, 2020, there were outstanding options to purchase 696,711 shares of the Company’s common stock at a weighted average exercise price of $ 43.88 per share and 665,540 shares of common stock issuable upon the vesting of stock units which include restricted stock units and performance stock units.

For the year ended December 31, 2020, 98,048 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect.

At December 31, 2019, there were outstanding options to purchase 957,559 shares of the Company’s common stock at a weighted average exercise price of $ 30.81 per share and 734,984 shares of common stock issuable upon the vesting of stock units.

For the year ended December 31, 2019, 104,316 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive.

At December 31, 2018, there were outstanding options to purchase 998,226 shares of the Company’s common stock at a weighted average exercise price of $ 27.54 per share and 705,413 shares of common stock issuable upon the vesting of stock units.

For the year ended December 31, 2017, 479,854 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive.

As provided by the terms of the indenture underlying the senior convertible notes, the Company has a choice to settle the conversion obligation for the 2019 Notes in cash, shares or any combination of the two.

At December 31, 2021, there were outstanding options to purchase 625,107 shares of the Company’s common stock at a weighted average exercise price of $ 54.15 per share and 606,685 shares of common stock issuable upon the vesting of stock units which include restricted stock units and performance stock units.

For the year ended December 31, 2021, 68,968 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect.

For the year ended December 31, 2020, 98,048 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore, anti-dilutive.

In July 2019, the Company issued $ 287.5 million aggregate principal amount of the 2019 Notes.

As provided by the terms of the indenture underlying the 2019 Notes, conversion of the 2019 Notes will be settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election.

As of December 31, 2021, the 2019 Notes were convertible.

The Company currently intends to settle the par value of the 2019 Notes in cash and any excess conversion premium in shares.

The Company applies the provisions of ASC 260, “Earnings Per Share”,

Subsection 10-45-44,

to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its convertible notes.

The Company applies the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its convertible notes.

Accordingly, the par value of the 2019 Notes is not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium is considered in the calculation of diluted net income per share using the treasury stock method.

The dilutive impact of the 2019 Notes is based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium.

Pursuant to this accounting standard, there is no dilution from the accreted principal of the 2019 Notes.

For the years ended December 31, 2020 and 2019, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 366,534 shares and 1,123,139 shares, respectively.

There was no dilutive effect of the conversion premium included in the calculation of diluted earnings per share for the year ended December 31, 2019.

For the years ended December 31, 2021, 2020 and 2019, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 1,253,168 shares, 366,534 shares and 1,123,139 shares, respectively.

In 2022, the Company will adopt Accounting Standards Update No.

("ASU") 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)." Once adopted, the 2019 Notes will be subject to the "if-converted" method for calculating diluted earnings per share.

Under the "if-converted" method, diluted earnings per share will be calculated assuming that all of the convertible notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive.

The Company is currently evaluating the impact of the adoption of ASU 2020-06 on the Company's consolidated financial statements.

Segment Reporting

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Total product revenue

2020 revenue for filtration products includes revenue related to EMT from July 13, 2020, NMS from October 20, 2020 and ARTeSYN from December 3, 2020.

2019 revenue for process analytics products includes revenue related to C Technologies from May 31, 2019 through December 31, 2019.

(1) 2021 revenue for filtration products includes revenue related to Polymem from July 1, 2021 as well as BioFlex and NTM from December 16, 2021 through December 31, 2021.

2021 revenue for proteins products includes revenue related to Avitide from September 20, 2021 through December 31, 2021.

(2) 2020 revenue for filtration products includes revenue related to EMT from July 13, 2020, NMS from October 20, 2020 and ARTeSYN from December 3, 2020 through December 31, 2020.

(3) 2019 revenue includes process analytics revenue related to C Technologies from June 1, 2019 through December 31, 2019.

(4) Revised 2020 and 2019 revenue in the table above reflects a shift in revenue from chromatography products to proteins products of approximately $ 3 million and $ 4 million, respectively.

These changes are consistent with the current year presentation of product revenue.

Revenue from filtration products includes the XCell ATF systems and consumables as well as the KrosFlo and SIUS filtration products.

Revenue from chromatography products includes the OPUS chromatography PPCs, chromatography resins and ELISA test kits.

Revenue from process analytics products includes the SoloVPE and FlowVPE devices.

Revenue from protein products includes the Protein A affinity ligands and cell culture growth factors.

Revenue from process analytics products includes the SoloVPE, FlowVPE and FlowVPX devices.

Revenue from protein

products includes the Protein A affinity ligands and cell culture growth factors.

Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue.

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

For the Years Ended

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

For the Years Ended December 31,

Revenue by customers' geographic locations:

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Total revenue

The following table represents the Company’s total assets by geographic area:

(Amounts in thousands)

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Total assets by geographic location

The following table represents the Company’s long-lived assets by geographic area:

(Amounts in thousands)

Long-lived assets by geographic locations:

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Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable.

Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S.

Treasury obligations) and type of instrument is limited.

At December 31, 2020 and 2019, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements.

At December 31, 2021, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales.

While a reserve for the potential write-off

of accounts receivable is maintained, the Company has not written off any significant accounts to date.

To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

Revenue from significant customers that represent 10% or more of the Company’s total revenue is as follows:

For the Years Ended

While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date.

To control credit risk, the Company performs regular credit evaluations of its customers’

financial condition.

Revenue from significant customers that represent 10% or more of the Company’s total revenue is as follows:

For the Years Ended December 31,

MilliporeSigma

Cytiva (formerly GE Healthcare)

Significant accounts receivable balances representing 10 % or more of the Company’s total trade accounts receivable and royalties and other receivable balances at December 31, 2020 and 2019, include the accounts receivable balance with Cytiva (formerly GE Healthcare), which represented 11 % and 18 %, respectively of the Company’s total trade accounts receivable and royalties and other receivable balances.

Significant accounts receivable balances representing 10 % or more of the Company’s total trade accounts receivable balances at December 31, 2021 and 2020 is as follows:

Business Combinations, Goodwill and Intangible Assets

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The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management.

Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, that the Company’s estimates are inherently uncertain and subject to refinement.

Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive income.

Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the consolidated statements of comprehensive income.

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Management updates these estimates and the related fair value of contingent consideration at each reporting period.

During the measurement period, these changes in the fair value of contingent consideration are recorded to goodwill.

Subsequent to the end of the measurement period, they will be recorded in the consolidated statements of comprehensive income.

These changes in the fair value of contingent consideration are recorded to contingent consideration expense in our consolidated statements of comprehensive income.

For the year ended December 31, 2021, we recorded $ 5.9 million of contingent consideration expense related to the change in estimated contingent consideration obligation related to the Avitide Acquisition.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology.

This approach determines fair value by estimating after-tax

cash flows attributable to these assets over their respective useful lives and then discounting these after-tax

cash flows back to a present value.

This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value.

The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc.

Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors.

Goodwill is not amortized and is reviewed for impairment at least annually at the reporting unit level.

As of December 31, 2018, the Company concluded that it operated as two reporting units and performed the 2018 goodwill impairment test using two reporting units.

In 2019, the Company reorganized its reporting structure and changed the way the CODM views the Company’s operations and allocates its resources.

The Company believes the estimated purchased customer relationships, developed technologies, trademark/tradename, patents, non-compete agreements and in-process R&D amounts so determined represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets.

Goodwill is not amortized and is tested for impairment at least annually at the reporting unit level.

In 2019, the Company reorganized its reporting structure and changed the way the CODM views the Company’s operations and allocates its resources.

Accordingly, the Company operates as one reporting unit as of the goodwill impairment measurement date of December 31, 2021.

During the qualitative assessment of the Company’s one reporting unit during the 2020 goodwill impairment testing, it was determined that it was not more likely than not that its fair value was less than its carrying amount.

During the qualitative assessment of the Company’s one reporting unit during the 2021 goodwill impairment testing, it was determined that it was not more likely than not that its fair value was less than its carrying amount.

As such, a quantitative impairment assessment was not required as of December 31, 2021.

If an event occurs or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value, the Company will evaluate its goodwill for impairment between annual tests.

There was no impairment to goodwill and therefore no impairment charge recorded for the year ended December 31, 2019.

There was no impairment to goodwill and therefore no impairment charge recorded for the years ended December 31, 2021, 2020 and 2019.

Intangible Assets

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Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable.

More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products.

If impairment indicators are present, the Company determines whether the underlying intangible asset is

recoverable through estimated future undiscounted cash flows.

If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows.

If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset.

If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2021.

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Stock Based Compensation

The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as expense over the employee’s requisite service period on a straight-line basis.

The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as an expense over the employee’s requisite service period on a straight-line basis.

The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable.

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The following assumptions are used in calculating the fair value of share-based awards:

Expected term

Expected term –

The expected term of options granted represents the period of time for which the options are expected to be outstanding.

For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees.

Expected volatility

– The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted.

The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term.

Risk-free interest rate

Expected volatility –

The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted.

The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term.

Risk-free interest rate –

The risk-free interest rate is the implied yield available on U.S.

Treasury zero-coupon

issues with a remaining term equal to the option’s expected term on the grant date.

Expected dividend yield

Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected dividend yield –

The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future.

Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Estimated forfeiture rates

– The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8 % for awards granted to non-executive

level employees, 3 % for awards granted to executive level employees and 0 % for awards granted to non-employee

members of the Board of Directors to all unvested stock options as of December 31, 2020.

Estimated forfeiture rates –

The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8 % for awards granted to non-executive level employees, 3 % for awards granted to executive level employees and 0 % for awards granted to non-employee members of the Board of Directors to all unvested stock options as of December 31, 2021 .

The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary.

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The Company expenses advertising costs as they are incurred.

Advertising expense for the years ended December 31, 2020, 2019 and 2018 was $ 0.3 million, $ 0.1 million and $ 0.2 million, respectively.

Advertising expense for the years ended December 31, 2021, 2020 and 2019 was less than $ 0.6 million, $ 0.3 million and $ 0.1 million, respectively.

Recent Accounting Standards Updates

We consider the applicability and impact of all Accounting Standards Updates on the Company’s 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 consolidated financial position or results of operations.

We consider the applicability and impact of all Accounting Standards Updates on the Company’s 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 consolidated financial position or results of operations.

Recently issued Accounting Standards Updates that we feel may be applicable to the Company are as follows:

Recently Issued Accounting Standard Updates – Adopted During the Period

On May 21, 2020, the SEC announced that it would adopt amendments to the financial disclosure requirements for acquisitions and dispositions of businesses in Rules 3-05,

and Article 11 of Regulation S-X,

all of which relate to financial statement disclosure requirements.

In conjunction with the changes to amendments to these rules, the SEC also amended the significance tests in the “significant subsidiary” definition in Rule 1-02(w),

Securities Act Rule 405, and Exchange Act Rule 12b-2

to improve their application and to assist registrants in making more meaningful determinations of whether a subsidiary or an acquired or disposed of business is significant.

Specific changes to the significance test include changes to the investment test component, which compares the registrant’s and its other subsidiaries’ investment in and advances to the tested subsidiary to the registrant’s aggregate worldwide market value if available, instead of the registrant’s total assets on a consolidated basis under the unamended Rule.

The amendments also changed the income test component by adding a revenue component to it.

The amendments are effective on January 1, 2021.

However, voluntary compliance with the final amendments was permitted in advance of the effective date.

As a result of the 2020 acquisitions of EMT, NMS and ARTeSYN, the Company voluntarily adopted the amendments prior to their effective date and determined the acquired businesses are not significant subsidiaries and therefore no separate financial statements are required.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

(“ASU”) 2018-13,

“Fair Value Measurement (Topic 820):

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.”

includes amendments that aim to improve the effectiveness of fair value measurement disclosures.

The amendments in this guidance modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, “Conceptual Framework for Financial Reporting—Chapter 8:

Notes to Financial Statements

including the consideration of costs and benefits.

The Company adopted ASU 2018-13

on January 1, 2020.

The adoption did not have a material impact on the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

In August 2018, the FASB issued ASU 2018-15,

“Intangibles – Goodwill and Other – Internal-Use

Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.”

aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use

software (and hosting arrangements that include an internal-use

software license).

The guidance also requires the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract

over the term of the hosting arrangement, which includes reasonably certain renewals.

The Company adopted ASU 2018-13

on January 1, 2020.

The adoption did not have a material impact on the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

In June 2016, the FASB issued ASU 2016-13,

“ Financial Instruments-Credit Losses (Topic 326).”

significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments, including short-term trade receivables and contract assets, and expands disclosure requirements for credit quality of financial assets.

The Company adopted ASU 2016-13

on January 1, 2020.

The Company assessed all potential impacts that the adoption of this guidance has on its consolidated financial statements.

Based on the composition of the Company’s investment portfolio, accounts receivable, current market conditions and historical credit loss activity, the adoption of ASU 2016-13

by the Company did not have a material impact on its consolidated financial position, results of operations or cash flows as of and for the year ended December 31, 2020.

The Company continues to monitor processes and controls for indications of an adjustment for future economic conditions at quarterly and annual reporting periods.

See Note 6, “Credit Losses,”

below for more information on the Company’s adoption of ASC 326.

In November 2018, the FASB issued ASU 2018-18,

“Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic 808 and Topic 606.”

clarifies the interaction between Topic 808, “Collaborative Arrangements,”

and Topic 606, “Revenue from Contracts with Customers,”

by making targeted improvements to GAAP for collaborative arrangements and providing guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606.

This includes improving comparability in the presentation of revenue for certain transactions between collaborative arrangement participants by allowing presentation of the units of account in collaborative arrangements that are within the scope of Topic 606 together with revenue accounted for under Topic 606.

The Company adopted ASU 2018-13

on January 1, 2020.

The adoption did not have a material impact on the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

In December 2019, the FASB issued ASU 2019-12,

“ Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes.”

simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, including, but not limited to, the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, the exceptions related to the recognition of a deferred tax liability related to an equity method investment and the exception to methodology for calculating income taxes in an interim period when a year-to-date

loss exceeds the anticipated loss for the year.

The Company adopted ASU 2018-13

on January 1, 2020.

The adoption did not have a material impact on the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

Recently Issued Accounting Standard Updates – Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06,

“ Debt—Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging—Contracts in Entity

s Own Equity (Subtopic 815-40).

simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract.

also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance.

is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years.

Recently Issued Accounting Standard Updates –

Not Yet Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, “Business Combinations (Topic 805) –

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.”

ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers,”

as if it had originated the contracts.

This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value.

ASU 2021-08 will be effective for us for the first quarter of 2023, with early adoption permitted.

The adoption impact of the new standard will depend on the magnitude of future acquisitions.

The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.

In August 2020, the FASB issued ASU 2020-06, “

Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).”

ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract.

ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance.

ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

This update permits the use of either the modified retrospective or fully

retrospective method of transition.

The Company is currently evaluating the timing and impact of the adoption of ASU 2020-06

on the Company’s consolidated financial statements.

ARTeSYN Biosolutions Holdings Ireland Limited

On October 27, 2020, the Company entered into an Equity and Asset Purchase Agreement with ARTeSYN, a company organized under the laws of Ireland, Third Creek Holdings, LLC, a Nevada limited liability company, Alphinity, LLC, a Nevada limited liability company (“Alphinity”, and together with Third Creek Holdings, LLC the “Sellers”), and Michael Gagne, solely in his capacity as the representative of the Sellers, pursuant to which the Company acquired (i) all of the outstanding equity securities of ARTeSYN and (ii) certain assets from Alphinity related to the business of ARTeSYN (collectively, the “ARTeSYN Acquisition”) for approximately $ 200 million, comprised of approximately $ 130 million in cash to the Sellers and approximately $ 70 million in Repligen common stock to Third Creek.

This update permits the use of either the modified retrospective or fully retrospective method of transition.

The Company does not believe the impact of the adoption of ASU 2020-06 will have a significant impact on its consolidated financial statements when adopted, beginning in the first quarter of 2022.

Fair Value Measurements

Fair Value Measured on a Recurring Basis

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2021 and 2020:

As of December 31, 2021

Money market accounts

Contingent consideration - earnout obligation

As of December 31, 2020

Money market accounts

Cash and cash equivalents

As of December 31, 2021 and 2020, cash and cash equivalents on the Company’s consolidated balance sheets included $ 460.9 million and $ 549.0 million, respectively, in money market accounts.

These funds are valued on a recurring basis using Level 1 inputs.

Contingent Consideration –

On September 20, 2021, the Company completed the acquisition of Avitide (the "Avitide Acquisition"), a privately-held affinity ligand discovery and development company headquartered in Lebanon, New Hampshire.

The transaction consisted of upfront payments of $ 150.0 million and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments made equally in cash and the Company's common stock over a three-year performance period beginning January 1, 2022 and ending December 31, 2024.

See Note 4, "Acquisitions" below for additional information.

A reconciliation of the change in fair value of contingent consideration –

earnout is included in the following table (amounts in thousands):

Balance as of December 31, 2020

Acquisition date fair value of contingent consideration - earnout

Contingent consideration expense

Balance as of December 31, 2021

The recurring Level 3 fair value measurement of our contingent consideration –

earnout that we expect to be required to settle, include the following significant unobservable inputs:

Contingent Consideration Earnout

Fair Value as of

December 31, 2021

(amounts in thousands)

Valuation Technique

Unobservable Input

Weighted Average (1)

Probability of

Commercialization-based

Earnout Discount Rate

Revenue and Volume-

Revenue & Volume

based payments

Discount Rate

Earnout Discount Rate

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

The Company estimates the fair value of the contingent consideration earnouts using a Monte Carlo simulation.

Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.

During the fourth quarter of 2021, we recorded a contingent consideration expense of $ 5.9 million to the Company’s consolidated statement of comprehensive income.

Fair Value Measured on a Nonrecurring Basis

During 2021, 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

In July 2019, the Company issued $ 287.5 million aggregate principal amount of the Company’s 0.375 % Convertible Senior Notes due July 15, 2024 (the “2019 Notes”).

Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The 2019 Notes will mature on July 15, 2024 unless earlier converted or repurchased in accordance with their terms.

At December 31, 2021 and 2020, the carrying value of the 2019 Notes was $ 255.3 million and $ 243.7 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $ 678.5 million and $ 501.0 million, respectively.

The fair value of the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2021.

The 2019 Notes are discussed in more detail in Note 13, “Convertible Senior Notes,”

to these consolidated financial statements.

There were no remeasurements to fair value during the year ended December 31, 2021 of financial assets and liabilities that are not measured at fair value on a recurring basis.

2021 Acquisitions

BioFlex Solutions LLC and Newton T&M Corp.

On November 29, 2021, the Company entered into an Equity Purchase Agreement with Bioflex, NTM and each of Ralph Meola and Jason Nisler, to acquire 100 % of the outstanding securities of Bioflex and NTM (collectively, the “NTM Acquisition”).

The transaction closed on December 16, 2021.

ARTeSYN is headquartered in Waterford, Ireland and conducts its operations in Ireland, the United States and Estonia.

Its suite of single-use

solutions has been created with the goal of enabling “abundance in medicine” by allowing 10x greater efficiency in biologics manufacturing.

The ARTeSYN team has created a number of solutions targeting the single-use

space from single-use

valves with fully disposable valve liners, XO ®

skeletal supports, a hybrid small parts offering for de-bottlenecking

traditional facilities, and fully automated SU process systems that have quickly become leading solutions in the bioprocessing industry.

In addition to its single-use

solutions, ARTeSYN also engages in the manufacture of large-scale systems to be used for biologics manufacturing.

ARTeSYN has established downstream processing leadership with a suite of state of the art single-use

systems for chromatography, filtration, continuous manufacturing and media/buffer prep workflows.

In addition, the Company has integrated unique flow path assemblies utilizing Engineered Molding Technology LLC’s (“EMT”) silicone extrusion and molding technology, to deliver highly differentiated, low hold-up

volume systems that minimize product loss during processing.

NTM, which is headquartered in Newton, New Jersey, is the parent company of BioFlex and focuses on manufacturing of products, while BioFlex, also headquartered in Newton, New Jersey, commercializes branded products to biotech customers.

The NTM Acquisition complements and expands our filtration offering paths as the industry migrates to single-use flow paths solutions for monoclonal antibody ("mAb"), vaccine and cell and gene therapy ("C&GT") applications, with a focus on single-use fluid management components, including single-use clamps, adapters, end caps and hose assemblies.

The NTM Acquisition streamlines and increases control over many components in our single-use supply chain which ultimately should drive reduced lead-times for Repligen customers in the coming years.

Consideration Transferred

The ARTeSYN Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations”

The ARTeSYN Acquisition was funded through payment of $ 130.7 million in cash, as well as issuance of 372,990 unregistered shares of the Company’s common stock totaling $ 69.4 million, contingent consideration of approximately $ 1.5 million, and settlement of preexisting invoices with Repligen of approximately $ 2.3 million, for a total purchase price of $ 204.0 million.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of ARTeSYN were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen.

The fair value of the net tangible assets acquired is estimated to be $ 7.9 million, the fair value of the intangible assets acquired is estimated to be $ 67.4 million, and the residual goodwill is estimated to be $ 128.7 million.

The NTM Acquisition was accounted for as a purchase of businesses under ASC 805, “Business Combinations”

and engaged a third-party valuation firm to assist with the valuation of the business acquired.

Under the terms of the Equity Purchase Agreement, all outstanding shares of capital stock of BioFlex were acquired for consideration with a value totaling $ 31.8 million, which includes $ 3.0 million deposited into an escrow against which the Company may make claims for indemnification.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of BioFlex were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired assumed is estimated to be $ 4.4 million, the fair value of the intangible assets acquired is estimated to be $ 17.2 million, and the residual goodwill is estimated to be $ 10.2 million.

The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation.

The final purchase price allocation will be completed upon payment of final consideration for working capital and other adjustments.

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 $ 0.3 million of transaction and integration costs associated with the NTM Acquisition from the date of acquisition to December 31, 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended December 31, 2021.

The preparation of the valuation required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates.

These estimates were based on assumptions that the Company believes to be reasonable.

However, actual results may differ from these estimates.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

The purchase accounting for this acquisition is not finalized.

As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period.

Any such revisions or changes may have a material impact on our accounting treatment of the NTM Acquisition.

The final allocation may include changes to:

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(2) inventory;

(3) deferred tax liabilities, net;

(4) allocations to intangible assets such as tradenames, developed technology and customer relationships as well as goodwill;

(3) deferred tax assets, net;

(4) allocations to intangible assets such as trademark and tradename, developed technology and customer relationships as well as goodwill;

(5) final consideration paid related to working capital adjustments;

and (6) other assets and liabilities.

The preparation of the valuation required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and

expenses, and the applicable discount rates.

These estimates were based on assumptions that Repligen believes to be reasonable.

However, actual results may differ from these estimates.

Total consideration transferred is as follows (amounts in thousands):

Cash consideration

Equity consideration

Contingent consideration

Settlement of preexisting liabilities

Fair value of net assets acquired

Acquisition related costs are not included as a component of consideration transferred but are expensed in the periods in which the costs are incurred.

The Company incurred $ 4.0 million in transaction costs associated with the ARTeSYN acquisition in 2020.

The transaction costs are included in selling, general and administrative expenses in the consolidated statements of comprehensive income.

The consideration transferred includes $ 1.5 million

related to consideration that was deferred at the acquisition date, with payment to the Sellers contingent upon recognizing revenue on a large-scale system within 120 days of the acquisition date.

This consideration is recorded at its estimated fair value as of the acquisition date, which includes the assumption of high probability of such revenue being recognized.

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from December 3, 2020).

Any such revision or changes may be material.

The components and estimated allocation of the purchase price consists of the following amounts (amounts in thousands):

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

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Operating lease right of use asset

Other noncurrent assets

Customer relationships

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Trademark and tradename

Non-competition

Non-competition agreements

Long term deferred tax asset

Accounts payable

Accrued liabilities

Deferred revenue

Deferred tax liabilities, net

Notes payable

Operating lease liability

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Acquired Goodwill

The goodwill of $ 128.7 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships.

The goodwill of $10.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of BioFlex and NTM into the Company.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the NTM Acquisition.

Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the ARTeSYN Acquisition and their estimated useful lives:

The following table sets forth the components of the identified intangible assets associated with the NTM Acquisition and their estimated useful lives:

(Amounts in thousands)

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Trademark and tradename

Non-competition

The preliminary purchase price allocation is subject to adjustment as purchase accounting is finalized.

The final purchase price allocation will be determined upon completion of final valuation analysis, and the fair value allocation of assets acquired and liabilities assumed could differ materially from the preliminary valuation analysis.

The final allocation may include changes to:

(1) deferred revenue;

(2) inventory;

(3) deferred tax liabilities, net;

(4) allocations to intangible assets such as tradenames, developed technology and customer relationships as well as goodwill;

(5) final consideration paid related to working capital adjustments;

and (6) other assets and liabilities.

Solutions, Inc.

On October 15, 2020, the Company executed a Stock Purchase Agreement with Non-Metallic

Solutions, Inc.

(“NMS”), a Massachusetts corporation, and each of William Malloneé and Derek Masser, the legal and beneficial owners of NMS, to purchase NMS, which transaction subsequently closed on October 20, 2020 (the “NMS Acquisition”).

NMS, headquartered in Auburn, Massachusetts, is a manufacturer of fabricated plastics, custom containers, and related assemblies and components used in the manufacturing of biologic drugs.

The acquisition of NMS allows Repligen to expand its line of single-use

systems and associated integrated flow path assemblies, streamline the supply chain for current products, and gives the Company more flexibility to scale and expand single-use

and systems portfolios.

Non-competition agreements

Avitide, Inc.

On September 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (“Avitide Merger Agreement”) with Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company, Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company, Avitide, Inc.

("Avitide"), a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Avitide's securityholders to purchase Avitide.

The transaction closed on September 20, 2021 and on the terms set forth in the Avitide Merger Agreement (the "Avitide Acquisition").

Avitide, which is headquartered in Lebanon, New Hampshire, offers diverse libraries and leading technology in affinity ligand discovery and development resulting in best-in-class ligand discovery and development lead-times.

The acquisition gives the Company a new platform for affinity resin development, including C&GT, and advances and expands the Company’s proteins and chromatography franchise to address the unique purification needs of gene therapies and other emerging modalities.

Consideration Transferred

The NMS Acquisition was accounted for as a purchase of a business under ASC 805, “

Business Combinations.

Total consideration paid was $ 16.2 million, which included $ 1.3 million deposited into an escrow account against which the Company may make claims for indemnification.

As disclosed in the Quarterly Report on Form 10-Q

for the period ended June 30, 2020, the Company voluntarily adopted the amendments to financial disclosure requirements around the significance tests in the “significant subsidiaries” definition in Rule 1-02(w),

Securities Act Rule 405, and Exchange Act Rule 12b-2.

As a result, the Company determined that NMS is not a significant subsidiary and therefore no separate financial statements are required.

The fair value of the net tangible assets acquired is estimated to be approximately $ 0.9 million, the fair value of the intangible assets acquired is estimated to be $ 8.5 million, and the residual goodwill is estimated to be approximately $ 6.8 million.

The Avitide Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations”

and engaged a third-party valuation firm to assist with the valuation of the business acquired.

Under the terms of the Merger Agreement, all outstanding shares of capital stock of Avitide were cancelled and converted into the right to receive merger consideration with a value totaling up to $ 275.0 million, which consisted of upfront payments in aggregate of $ 150.0 million ($ 149.4 million, net of cash acquired) and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments if certain performance targets are achieved.

Total consideration paid also included $ 0.8 million deposited into an escrow account against which the Company may make claims for indemnification.

The Avitide Acquisition was funded through payment of $ 75.0 million in cash, the issuance of 271,096 unregistered shares of the Company’s common stock totaling $ 83.0 million and contingent consideration with fair value of approximately $ 88.4 million.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Avitide were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired is estimated to be $ 0.4 million, fair value of the intangible assets acquired is estimated to be $ 46.7 million, and the residual goodwill is estimated to be $ 199.2 million.

The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation.

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 $ 0.2 million of acquisition-related costs associated with the NMS Acquisition in 2020.

The transaction costs are included in selling, general and administrative expenses in the consolidated statements of comprehensive income.

The Company incurred $ 2.6 million of transaction and integration costs associated with the Avitide Acquisition from the date of acquisition to December 31, 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended December 31, 2021.

During the fourth quarter of 2021, the Company also recorded a contingent consideration expense of $ 5.9 million to the Company’s consolidated statement of comprehensive income.

See Note 3, "Fair Value Measurements" for additional information.

The preparation of the valuation required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates.

These estimates were based on assumptions that the Company believes to be reasonable.

However, actual results may differ from these estimates.

Total consideration transferred is as follows (amounts in thousands):

Cash consideration

Equity consideration

Contingent consideration - earnout

Fair value of net assets acquired

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

The components and estimated allocation of the purchase price consist of the following amounts (amounts in thousands):

Any such revisions or changes may have a material impact on our accounting treatment of the Avitide Acquisition.

The final allocation may include changes to long term deferred tax liabilities and goodwill.

Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to our consolidated statement of comprehensive income.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

6 unchanged sentences

Trademark and tradename

Non-competition

Deferred tax assets

Non-competition agreements

Accounts payable

2 unchanged sentences

Operating lease liability, long-term

Long term deferred tax liability

Other liabilities

Fair value of net assets acquired

Acquired Goodwill

The goodwill of $ 6.8 million represents future economic benefits expected to arise from anticipated synergies from the integration of NMS.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the NMS Acquisition.

Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.

The goodwill of $ 199.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of Avitide.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the Avitide Acquisition.

Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the NMS Acquisition and their estimated useful lives:

The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives:

(Amounts in thousands)

2 unchanged sentences

Trademark and tradename

Non-competition

Engineered Molding Technology LLC

On July 13, 2020, the Company completed the acquisition of 100 % of the membership interests of EMT, a New York limited liability company, pursuant to a Membership Interest Purchase Agreement, dated June 26, 2020, by and among the Company, EMT, and each of Michael Pandori and Todd Etesse, the legal and beneficial owners of EMT (such acquisition, the “EMT Acquisition”).

EMT, headquartered in Clifton Park, New York, is an innovator and manufacturer of single-use

silicone assemblies and components used in the manufacturing of biologic drugs.

EMT’s standard and custom molding as well as their over-molded connectors and silicone tubing products are key components in

filtration and chromatography systems.

EMT’s products will complement and expand Repligen’s single-use

product offerings.

Non-competition agreements

On June 22, 2021, the Company entered into a Stock Purchase Agreement with Polymem S.A.

(“Polymem”), a company organized under the laws of France, and Jean-Michel Espenan and Franc Saux, acting together jointly and severally as the

representatives of the sellers pursuant to which Repligen acquired all of the outstanding common stock of Polymem for $ 47.0 million in cash.

The transaction closed on July 1, 2021 (the “Polymem Acquisition.”).

Polymem, which is headquartered in, Toulouse, France, is a manufacturer of hollow fiber membranes, membrane modules and systems for industrial and bioprocessing applications.

Polymem products will complement and expand the Company’s portfolio of HF systems and consumables.

The acquisition substantially increases Repligen’s membrane and module manufacturing capacity and establishes a world-class center of excellence in Europe to address the accelerating global demand for these innovative products.

Consideration Transferred

The EMT Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations”.

Total consideration paid was $ 28.5 million, which included $ 2.2 million deposited into an escrow account against which the Company may make claims for indemnification.

Under the acquisition method of accounting, the net assets of EMT were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen.

The fair value of the net tangible assets acquired is estimated to be approximately $ 1.5 million, the fair value of the intangible assets acquired is estimated to be $ 14.4 million, and the residual goodwill is estimated to be approximately $ 12.6 million.

The estimated consideration and preliminary purchase price information have been prepared using a preliminary valuation.

The Company accounted for the Polymem Acquisition as a purchase of a business under ASC 805, “Business Combinations”

and engaged a third-party valuation firm to assist with the valuation of the business acquired.

Payment for the transaction was denominated in Euros but is reflected here in U.S.

Dollars for presentation purposes based on an exchange rate of 0.8437 as of July 1, 2021, the date of acquisition.

Total consideration paid was approximately $47.0 million, which included approximately $ 4.3 million deposited into an escrow account against which the Company may make claims for indemnification.

The fair value of the net assets acquired is approximately $ 2.2 million, the fair value of the intangible assets acquired is approximately $ 9.1 million, and the residual goodwill is approximately $ 35.7 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 $ 3.1 million of transaction and integration costs associated with the Polymem Acquisition from the date of acquisition to December 31, 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended December 31, 2021.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

The final allocation may include changes to final payments made related to working capital adjustments, long term deferred tax liabilities and goodwill.

Any such revisions or changes may have a material impact on our accounting treatment of the Polymem Acquisition.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Net working capital (excluding cash and inventory

Inventory step-up

Operating lease right of use assets

Property and equipment

Developed technology

Trademark and tradenames

Non-compete agreements

Operating lease liability

Long term deferred tax liability

Other long-term liabilities

Fair value of net assets acquired

Acquired Goodwill

The goodwill of approximately $ 35.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of Polymem.

These synergies include certain cost savings, operating efficiencies and other strategic benefits

projected to be achieved as a result of the Polymem Acquisition.

Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives:

(Amounts in thousands)

Developed technology

Trademark and tradename

Non-competition agreements

2020 Acquisitions

ARTeSYN Biosolutions Holdings Ireland Limited

The transaction closed on December 3, 2020.

ARTeSYN is headquartered in Waterford, Ireland and conducts its operations in Ireland, the United States and Estonia.

Its suite of single-use solutions has been created with the goal of enabling “abundance in medicine”

by allowing 10x greater efficiency in biologics manufacturing.

The ARTeSYN team has created a number of solutions targeting the single-use space from single-use valves with fully disposable valve liners, XO ® skeletal supports, a hybrid small parts offering for de-bottlenecking traditional facilities, and fully automated SU process systems that have quickly become leading solutions in the bioprocessing industry.

In addition to its single-use solutions, ARTeSYN also engages in the manufacture of large-scale systems to be used for biologics manufacturing.

ARTeSYN has established downstream processing leadership with a suite of state of the art single-use systems for chromatography, filtration, continuous manufacturing and media/buffer prep workflows.

In addition, the Company has integrated unique flow path assemblies utilizing the Company’s silicone extrusion and molding technology, to deliver highly differentiated, low hold-up volume systems that minimize product loss during processing.

The ARTeSYN portfolio expands on the market success of the Company’s hollow fiber systems and complements its chromatography and TFF filtration product lines.

Consideration Transferred

The ARTeSYN Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations”

The ARTeSYN Acquisition was funded through payment of $ 130.7 million in cash, as well as issuance of 372,990 unregistered shares of the Company’s common stock totaling $ 69.4 million, contingent consideration of approximately $ 1.5 million, and settlement of preexisting invoices with the Company of approximately $ 2.3 million, for a total purchase price of $ 204.0 million.

The fair value of the net tangible assets acquired is estimated to be $ 8.0 million, the fair value of the intangible assets acquired is estimated to be $ 67.4 million, and the residual goodwill is estimated to be $ 128.6 million.

The estimated consideration and purchase price information was prepared using a valuation.

Payment of the final consideration for working capital was made in April 2021.

The preparation of the valuation required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates.

These estimates were based on assumptions that Repligen believes to be reasonable.

estimates were based on assumptions that the Company believes to be reasonable.

However, actual results may differ from these estimates.

Total consideration transferred is as follows (amounts in thousands):

Cash consideration

Equity consideration

Contingent consideration

Settlement of preexisting liabilities

Fair value of net assets acquired

Acquisition related costs are not included as a component of consideration transferred but are expensed in the periods in which the costs are incurred.

The Company incurred $ 1.2 million of acquisition related costs associated with the EMT Acquisition in 2020.

The transaction costs are included in selling, general and administrative expenses in the consolidated statements of comprehensive income.

The Company incurred $ 4.0 million in transaction and integration costs associated with the ARTeSYN Acquisition from the date of acquisition to December 31, 2020, and an additional $ 4.7 million of transaction and integration costs during 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended December 31, 2021.

The consideration transferred includes approximately $ 1.5 million related to consideration that was deferred at the acquisition date, with payment to the ARTeSYN Sellers contingent upon recognizing revenue on a large-scale system within 120 days of the acquisition date.

This consideration is recorded at its estimated fair value as of the acquisition date, which includes the assumption of high probability of such revenue being recognized.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

Any such revisions or changes may be material.

The components and allocation of the purchase price consist of the following amounts (amounts in thousands):

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

We have made appropriate adjustments to the purchase price allocation during the measurement period, which ended on December 3, 2021.

During 2021, the Company recorded net working capital adjustments of $ 0.1 million related to settlement of pre-acquisition liabilities, which offset goodwill in the table below.

The components and estimated allocation of the purchase price consists of the following amounts (amounts in thousands):

Cash and cash equivalents

2 unchanged sentences

Property and equipment

Operating lease right of use assets

Operating lease right of use asset

Other noncurrent assets

Customer relationships

1 unchanged sentence

Trademark and tradename

Non-competition agreements

Accounts payable

Accrued liabilities

Deferred revenue

Deferred tax liabilities, net

Notes payable

Operating lease liability

2 unchanged sentences

Acquired Goodwill

The goodwill of $ 12.6 million represents future economic benefits expected to arise from anticipated synergies from the integration of EMT.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the EMT Acquisition.

The goodwill of $ 128.6 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships.

Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the EMT Acquisition and their estimated useful lives:

The following table sets forth the components of the identified intangible assets associated with the ARTeSYN Acquisition and their estimated useful lives:

(Amounts in thousands)

2 unchanged sentences

Trademark and tradename

Non-competition

Revenue, Net Income and Pro Forma Presentation

The Company has included the operating results of our 2020 acquisitions of ARTeSYN, NMS and EMT in its consolidated statements of comprehensive income since their respective acquisition dates.

The Company does not consider these acquisitions to be material to its consolidated statements of comprehensive income and therefore has not included pro forma results.

C Technologies

On May 31, 2019, Repligen acquired C Technologies, pursuant to the terms of a Stock Purchase Agreement (the “Agreement”), by and among Repligen, C Technologies and Craig Harrison, an individual and sole stockholder of C Technologies (such acquisition, the “C Technologies Acquisition”).

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which the costs are incurred.

The Company incurred $ 4.0 million in transaction costs in 2019.

The transaction costs are included in selling, general and administrative expenses in the consolidated statements of comprehensive income.

In connection with the transaction, an additional $ 9.0 million was paid to employees during the second quarter of 2020, based on their continued employment with the Company one year after the date of the close of the C Technologies Acquisition.

The Company has recognized $ 3.7 million of compensation expense associated with this amount due to employees in 2020 and has recognized $ 9.0 million of compensation expense associated with this amount due since the C Technologies Acquisition.

Non-competition agreements

Non-Metallic Solutions, Inc.

On October 15, 2020, the Company entered into a Stock Purchase Agreement with NMS, a Massachusetts corporation, and each of William Malloneé

and Derek Masser, the legal and beneficial owners of NMS, to purchase NMS, which transaction subsequently closed on October 20, 2020 (the “NMS Acquisition”).

NMS, headquartered in Auburn, Massachusetts, is a manufacturer of fabricated plastics, custom containers, and related assemblies and components used in the manufacturing of biologic drugs.

The acquisition of NMS allows Repligen to expand its line of single-use systems and associated integrated flow path assemblies and streamline the supply chain for current products, providing more flexibility to scale and expand the Company's single-use and systems portfolios.

Consideration Transferred

The NMS Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.”

Total consideration paid was $ 16.1 million, which included $ 1.3 million deposited into an escrow account against which the Company may make claims for indemnification.

The fair value of the net tangible assets acquired was $ 0.9 million, the fair value of the intangible assets acquired was $ 8.5 million, and the residual goodwill was $ 6.7 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 $ 0.2 million of transaction and integration costs associated with the NMS Acquisition from the date of acquisition to December 31, 2020, and $ 0.5 million in 2021.

The transaction costs are included in SG&A expenses in the consolidated statements of comprehensive income.

Fair Value of Net Assets Acquired

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation.

The Company obtained this information during due diligence and through other sources.

In the months after closing, the Company obtained additional information about these assets and liabilities as it learned more about C Technologies.

The Company refined the estimates of fair value to more accurately allocate the purchase price.

Only items identified as of the acquisition date were considered for subsequent adjustment.

We made appropriate adjustments to the purchase price allocation during the measurement period, which was one year from

the acquisition date.

The components and allocation of the purchase price consists of the following amounts (amounts in thousands):

We have made appropriate adjustments to the purchase price allocation during the measurement period, which ended on October 20, 2021.

The components and allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right of use asset

2 unchanged sentences

Trademark and tradename

Non-competition

Deferred taxes

Non-competition agreements

Deferred tax assets

Accounts payable

Accrued liabilities

Accrued bonus

Deferred revenue

Operating lease liability

2 unchanged sentences

Acquired Goodwill

The goodwill of $ 142.3 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships.

The goodwill of $ 6.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of NMS.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the NMS Acquisition.

Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.

Pursuant to the Company’s business combination accounting policy included in Note 2, “Summary of Significant Accounting Policies – Business Combinations, Goodwill and Intangible Assets,”

the Company recorded goodwill adjustments for the effects on goodwill of changes to net assets acquired during the period that such change is identified, provided that any such change is within the measurement period (up to one year from the date of the acquisition).

In March 2020, the Company recorded an adjustment to goodwill of $ 0.3 million related to additional state income tax liabilities to be paid by the seller, which were incurred from the Company’s finalized 338(h)(10) tax election.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the NMS Acquisition and their estimated useful lives:

(Amounts in thousands)

Customer relationships

Developed technology

Trademark and tradename

Non-competition agreements

Revenue, Net Income and Pro Forma Presentation

The Company recorded revenue from C Technologies of $ 16.4 million from May 31, 2019, the date of acquisition, to December 31, 2019.

The Company recorded a net loss from C Technologies’ results of operations of $ 7.4 million from May 31, 2019 to December 31, 2019.

The Company has included the operating results of C Technologies in its consolidated statements of comprehensive income since the May 31, 2019 acquisition date.

The following pro forma financial information presents the combined results of operations of Repligen and C Technologies as if the acquisition had occurred on January 1, 2019 after giving effect to certain pro forma adjustments.

The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the C Technologies Acquisition, factually supportable and have a recurring impact.

These pro forma adjustments include amortization expense on the acquired identifiable intangible assets, adjustments to stock-based compensation expense for equity compensation issued to C Technologies employees and the income tax effect of the adjustments made.

addition, acquisition-related transaction costs and an accounting adjustment to record inventory at fair value were excluded from pro forma net income in 2019.

Prior to the C Technologies Acquisition, C Technologies did not generate monthly or quarterly financial statements that were prepared in accordance with GAAP.

The following pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on January 1, 2019 or of future results (amounts in thousands, except per share data):

Total revenue

Earnings per share:

The Company has included the operating results of our 2021 acquisitions of Polymem, Avitide and NTM and the 2020 acquisitions of ARTeSYN, NMS and EMT in its consolidated statements of comprehensive income since their respective acquisition dates.

The Company does not consider these acquisitions to be material to its consolidated statements of comprehensive income and therefore has not included pro forma results.

Effective July 11, 2021, EMT was absorbed into the Company by way of “short-form”

merger pursuant to New York and Delaware law, which did not require a vote of the Company’s shareholders.

The Company is a lessee under leases of manufacturing facilities, office spaces, machinery, certain office equipment and vehicles.

A majority of the Company’s leases are operating leases with remaining lease terms between one month and 10 years.

Finance leases are immaterial to the Company’s consolidated financial statements.

The Company determines if an arrangement qualifies as a lease and what type of lease it is at inception.

A majority of the Company’s leases are operating leases with remaining lease terms between one month and 13 years.

Finance leases are immaterial to the Company’s consolidated financial statements.

The Company determines if an arrangement qualifies

as a lease and what type of lease it is at inception.

The Company elected the package of practical expedients permitted under the transition guidance within the new lease standard, which among other things, allowed it to continue to account for existing leases based on the historical lease classification.

The Company also elected the practical expedients to combine lease and non-lease

components and to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet.

Some of the lease agreements the Company enters into include Company options to either extend and/or early terminate the lease, the costs of which are included in the Company’s operating lease liabilities to the extent that such options are reasonably certain of being exercised.

The Company also elected the practical expedients to combine lease and non-lease components and to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet.

Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years per option, some of its leases have multiple options to extend.

1 unchanged sentence

As of December 31, 2021 and 2020 , operating lease right of use assets were $ 101.6 million and $ 25.2 million, respectively and operating lease liabilities were $ 110.8 million and $ 31.7 million, respectively.

The Company acquired EMT, NMS and ARTeSYN in 2020 and entered into a number of automobile leases among others.

As a result, the operating right of use asset and operating lease liability balances increased by a total of $ 3.0 million in 2020 on their commencement dates.

On July 7, 2020, the Company entered into a First Amendment to the current lease agreement associated with our Marlborough, Massachusetts facility, to expand the existing premises by 66,939 square feet and in December 2020, the Second Amendment to the current lease agreement was signed ,

changing the commencement date of the expansion lease from April 1, 2021 to January 1, 2021.

As a result, the operating right of use asset and operating lease liability balances increased by a total of

approximately $ 2.8 million.

The Company acquired Polymem, Avitide, BioFlex and NTM in 2021 and entered into their respective facility leases as well as a few immaterial leases on their respective acquisition dates.

As a result, the operating right of use asset and operating lease liability balances increased by a total of $ 6.1 million in 2021 related to these acquisitions.

Effective November 1, 2021, the Company extended its lease for the Waltham, Massachusetts facility to October 2030 and expanded into a vacated space within the same building, adding another 21,244 square feet to the Company’s headquarters.

As a result, the operating right of use asset and operating lease liability balances increased by a total of $ 43.0 million and $ 47.2 million, respectively.

Amounts related to financing leases were immaterial.

The maturities of the Company’s operating lease liabilities as of December 31, 2020 are as follows (amounts in thousands):

The maturities of the Company’s operating lease liabilities as of December 31, 2021 are as follows (amounts in thousands):

As of December 31, 2021

3 unchanged sentences

Total operating lease liabilities

Total operating lease liabilities included on the Company’s consolidated balance sheet are as follows (amounts in thousands):

Operating lease liability

3 unchanged sentences

For the year ended December 31, 2021 and 2020, total lease cost is comprised of the following:

For the Years Ended

For the Years Ended December 31,

(Amounts in thousands)

Operating lease cost

1 unchanged sentence

The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands):

For the Years Ended

For the Years Ended December 31,

Operating lease cost

Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate.

The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made.

The weighted average remaining lease term and the weighted average discount rate used to measure the Company’s operating lease liabilities as of December 31, 2020 were:

The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made.

The weighted average remaining lease term and the weighted average discount rate used to measure the Company’s operating lease liabilities as of December 31, 2021 were:

Weighted average remaining lease term (years)

2 unchanged sentences

The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries.

Under ASC 606, “Revenue from Contracts with Customers,”

revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers.

Disaggregation of Revenue

Revenue for the years ended December 31, 2020, 2019 and 2018 was as follows (amounts in thousands, except percentages):

Revenue for the years ended December 31, 2021, 2020 and 2019 was as follows:

For the Years Ended December 31,

4 unchanged sentences

When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues.

Because all of 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.

In addition, a significant portion of the Company’s revenues are generated from two customers;

therefore, economic factors specific to these two customers could impact the nature, timing and uncertainty of the Company’s revenues and cash flows.

Disaggregated revenue from contracts with customers by geographic region can be found in Note 2., “Summary of Significant Accounting Policies – Segment Reporting,”

Revenue from significant customers that represent 10% or more of the Company’s total revenue is as follows (amounts in thousands):

Because all of 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.

In addition, a significant portion of the Company’s revenues are generated from two customers;

therefore, economic factors specific to these two customers could impact the nature, timing and uncertainty of the Company’s revenues and cash flows.

Disaggregated revenue from contracts with customers by geographic region can be found in Note 2, “Summary of Significant Accounting Policies –

Segment Reporting,”

Revenue from significant customers that represent 10 % or more of the Company’s total revenue is as follows (amounts in thousands):

For the Years Ended December 31,

MilliporeSigma

Cytiva (formerly GE Healthcare)

Filtration Products

The Company’s filtration products generate revenue through the sale of KrosFlo ®

hollow fiber TFF systems, TangenX ®

flat sheet cassettes, Spectrum ®

hollow fiber filters, membranes and modules, XCell ATF ®

systems and related consumables.

Supporting our systems, we also sell ProConnex ®

flow path assemblies and custom silicone-based, single-use

flow path assemblies and components from EMT, NMS and ARTeSYN, three acquisitions completed in 2020.

The Company’s KrosFlo systems are used in the filtration, isolation, purification and concentration of biologics and diagnostic products.

The Company’s filtration products generate revenue through the sale of KrosFlo ® HF TFF systems, TangenX ® flat sheet cassettes, Spectrum ® HF filters, membranes and modules, XCell ATF systems and related consumables.

Supporting our systems, we also sell ProConnex single-use flow path assemblies and custom silicone-based, single-use flow path assemblies and components from Polymem, BioFlex, NMS and ARTeSYN, four acquisitions completed in 2021 and 2020.

The Company’s KrosFlo systems are used in the filtration, isolation, purification and concentration of biologics and diagnostic products.

TFF is a rapid and efficient method for separation and purification of biomolecules that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing.

Sales of large-scale systems generally include components and

consumables as well as training and installation services at the request of the customer.

Sales of large-scale systems generally include components and consumables as well as training and installation services at the request of the customer.

Because the initial sale of components and consumables is necessary for the operation of the system, such items are combined with the systems as a single performance obligation.

Training and installation services do not significantly modify or customize these systems and therefore represent a distinct performance obligation.

The Company’s TangenX flat sheet cassettes (SIUS ®

, SIUS Gamma ®

and PRO) are not highly interdependent on one another and are therefore considered distinct products that represent separate performance obligations.

The Company’s TangenX flat sheet cassettes (SIUS ® , SIUS Gamma ® and PRO) are not highly interdependent on one another and are therefore considered distinct products that represent separate performance obligations.

Product revenue from the sale of TangenX flat sheet cassettes is generally recognized at a point in time upon transfer of control of the customer.

The Company’s other filtration product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations.

Revenue on these products is generally recognized at a point in time upon transfer of control to the customer.

The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date;

therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18.

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XCell ATF system service revenue related to training and installation services is generally recognized over time, as the customer simultaneously receives and consumes the benefits as the Company performs.

The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date;

therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18.

On July 13, 2020, the Company completed the EMT Acquisition and added EMT’s silicone-based, single-use

components and manifolds to its filtration franchise.

These products are key components in single-use

filtration and chromatography systems and will help expand its line of single-use

ProConnex flow paths, streamline its supply chain for ATF and provide more flexibility as the Company scales and expands its single-use

and systems portfolios.

On October 20, 2020, the Company completed the NMS Acquisition and added their fabricated plastics, custom containers and related assemblies and components to its filtration franchise.

These products will complement and expand Repligen’s single-use

product offerings.

On December 3, 2020, the Company completed the ARTeSYN Acquisition and added its suite of single-use

solutions with the goal of enabling “abundance of medicine” by allowing ten times greater efficiency in biologics manufacturing.

These products will complement and expand Repligen’s single-use product offerings.

On December 3, 2020, the Company completed the ARTeSYN Acquisition and added its suite of single-use solutions with the goal of enabling “abundance of medicine”

by allowing ten times greater efficiency in biologics manufacturing.

On July 1, 2021, the Company completed the Polymem Acquisition and added its hollow fiber membranes, membrane modules and systems for industrial and bioprocessing applications to its filtration franchise.

On December 16, 2021, the Company completed the NTM Acquisition and added its single-use flow paths solutions for solution for mAb, vaccine and C&GT applications to its filtration franchise, including single-use clamps, adapters, end caps and hose assemblies.

Chromatography Products

The Company’s chromatography products include a number of products used in the downstream purification and quality control of biological drugs.

The majority of chromatography revenue relates to the OPUS ®

chromatography column line.

The Company’s chromatography products include a number of products used in the downstream purification and quality control of biological drugs.

The majority of chromatography revenue relates to the OPUS ® pre-packed chromatography column line.

OPUS columns are designed to be disposable following a production campaign.

Each OPUS column is delivered pre-packaged

with the customer’s choice of chromatography resin, which is either provided by the Company for the customer or customer supplied.

Each OPUS column is delivered pre-packaged with the customer’s choice of chromatography resin, which is either provided by the Company for the customer or customer supplied.

In either scenario, the OPUS column and resin are not interdependent of one another and are therefore considered distinct products that represent separate performance obligations.

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Process Analytics Products

The Process Analytics franchise generates revenue primarily through the sale of the SoloVPE and FlowVPE Slope Spectroscopy systems, consumables and service.

These products complement and support the Company’s existing Filtration, Chromatography and Proteins franchises as they allow end-users

to make in-line

protein concentration measurements in filtration, chromatography and fill-finish applications, designed to allow for real-time process monitoring.

The process analytics franchise generates revenue primarily through the sale of the SoloVPE, FlowVPE and FlowVPX slope spectroscopy systems, consumables and service.

These products complement and support the Company’s existing filtration, chromatography and proteins franchises as they allow end-users to make in-line protein concentration measurements in filtration, chromatography and fill-finish applications, designed to allow for real-time process monitoring.

Process analytics product revenue is generally recognized at a point in time upon transfer of control to the customer.

Protein Products

The Company’s Protein franchise generates revenue through the sale of Protein A affinity ligands and growth factors.

The Company’s protein franchise generates revenue through the sale of Protein A affinity ligands and growth factors.

Protein A ligands are an essential component of Protein A chromatography resins (media) used in the purification of virtually all mAb-based drugs on the market or in development.

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Protein product revenue is generally recognized at a point in time upon transfer of control to the customer.

On September 20, 2021, the Company completed the Avitide Acquisition and added its diverse libraries and leading technology in affinity ligand discovery and development to its proteins franchise.

The acquisition gives the Company a new platform for affinity resin development, including C&GT, and advances and expands the Company’s proteins and chromatography franchises to address the unique purification needs of gene therapies and other emerging modalities.

Other Products

The Company’s other products include operating room products sold to hospitals.

Other product revenue is generally recognized at a point in time upon transfer of control to the customer.

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Remaining performance obligations represent the transaction price of contracts for which work has not been performed or has been partially performed.

The Company’s future performance obligations relate primarily to the installation and training of certain of its systems sold to customers.

These performance obligations are completed within one year of receipt of a purchase order from its customers.

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Accounts receivable

Deferred revenue (included in accrued liabilities in the consolidated balance sheets)

Deferred revenue (included in accrued liabilities in

the consolidated balance sheets)

Revenue recognized during years presented relating to:

The beginning deferred revenue balance

Changes in pricing related to products or services satisfied in previous periods

The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s consolidated balance sheets.

A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer.

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Costs to Obtain or Fulfill a Customer Contract

The Company’s sales commission structure is based on achieving revenue targets.

The commissions are driven by revenue derived from customer purchase orders which are short term in nature.

Applying the practical expedient in paragraph 340-40-25-4,

the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.

Applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.

These costs are included in selling, general, and administrative expenses in our consolidated statement of comprehensive income.

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Credit Losses

Effective January 1, 2020, the Company adopted ASU 2016-13,

“Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,”

Effective January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments –

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,”

prospectively.

replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.

The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due.

ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.

The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of

losses for receivables that are current or not yet due.

Upon adoption, changes in the allowance were not material for the transition period starting January 1, 2020 through December 31, 2020.

The Company is exposed to credit losses primarily through sales of products and services.

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.

Customers are pooled based on sharing specific risk factors, including geographic location.

Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of their financial statements when a credit rating is not available.

The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss.

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It is based on assessment of anticipated payment and all other historical, current and future information that is reasonably available.

The accounts receivable balance on the Company’s consolidated balance sheet as of December 31, 2020 was $ 71.3 million, net of $ 0.8 million of allowances.

The accounts receivable balance on the Company’s consolidated balance sheet as of December 31, 2021 was $ 117.4 million, net of $ 1.4 million of allowances.

The following table provides a roll-forward of the allowance for credit losses in 2021 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (amounts in thousands):

Balance at January 1, 2020

Current period change for expected credit losses

Balance at March 31, 2020

Current period change for write-offs

Current period change for expected credit losses

Balance at June 30, 2020

Current period change for expected credit losses

Balance at September 30, 2020

For the Years Ended December 31,

Balance of allowance for credit losses, beginning of period

Current period change for write-offs

Current period change for expected credit losses

Balance at December 31, 2020

Balance of allowance for credit losses, end of period

Goodwill and Intangible Assets

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Balance as of December 31, 2019

Acquisition of C Technologies

Cumulative translation adjustment

Balance as of December 31, 2019

Measurement period adjustment - C Technologies

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Balance as of December 31, 2020

Measurement period adjustment - NMS

Measurement period adjustment - ARTeSYN

Acquisition of Polymem

Acquisition of Avitide

Acquisition of NTM

Cumulative translation adjustment

Balance as of December 31, 2021

During each of the fourth quarters of 2021, 2020 and 2019, the Company completed its annual impairment assessments and concluded that goodwill was not impaired in any of those years.

Intangible Assets

Intangible assets with a definitive life are amortized over their useful lives using the straight-line method, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the Company’s consolidated statements of comprehensive income.

If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows.

If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2021.

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(Amounts in thousands)

Components of the income tax (benefit) provision:

Jurisdictional components of the income tax (benefit) provision:

During 2020, the Company generated $ 4.0 million in federal net operating losses and $ 1.1 million in state net operating losses.

At December 31, 2020, the

Company had federal net operating loss carryforwards of

$ 2.9 million and state net operating loss carryforwards of $ 3.5 million.

The federal net operating loss carryforwards do not expire while the state net operating loss carryforwards will expire

at various dates through December 2040.

At December 31, 2020, the Company had federal business tax credits carryforwards of $ 6.2 million and state business tax credits carryforwards of $ 3.2 million available to reduce future domestic income taxes.

The business tax credit carryforwards will expire at various dates through December 2040.

The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders.

Components of the income tax provision (benefit):

Jurisdictional components of the income tax provision (benefit):

At December 31, 2021 , the Company had federal net operating loss carryforwards of $ 46.2 million, state net operating loss carryforwards of $ 4.0 million, and foreign net operating loss carryforwards of $ 6.1 million.

Federal net operating loss carryforwards of $ 19.1 million will expire at various dates through 2037 .

The total state net operating loss carryforwards will expire at various dates through 2041, while the foreign net operating loss carryforwards do not expire.

The other $ 27.1 million of the federal net operating loss carryforwards have unlimited carryforward periods.

At December 31, 2021, the Company had state business tax credits carryforwards of $ 2.7 million available to reduce future domestic income taxes.

The business tax credit carryforwards will expire at various dates through 2041.

The components of deferred income taxes are as follows:

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Operating leases

Accrued bonus

Total temporary timing differences

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Total net deferred tax liabilities

The net change in the total valuation allowance for the year ended December 31, 20 20

was an increase of $ 0.7 million and a decrease of $ 0.1 million, respectively.

The net change in the total valuation allowance for the year ended December 31, 2021 and 2020 was a decrease of approximately $ 9,000 and an increase of $ 0.7 million, respectively.

The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows:

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Difference between U.S.

and foreign tax

State income and franchise tax

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taxation of foreign earnings

Foreign-derived intangible income

Executive compensation

Change in U.S.

federal tax rates

Change in U.S.

state tax rates

Change in Netherlands tax rate

Transition tax

and foreign tax rates

Uncertain tax provisions

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Income tax provision

The Company’s tax returns are subject to examination by federal, state and foreign tax authorities.

The Company’s two major tax jurisdictions are subject to examination for the following periods:

Fiscal Years Subject

to Examination

The Company’s tax returns are subject to examination by federal, state and foreign tax authorities.

The Company’s two major tax jurisdictions are subject to examination for the following periods:

Fiscal Years Subject to Examination

United States - federal and state

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Balance of gross unrecognized tax benefits, beginning of period

Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period

Gross amounts of decreases in unrecognized tax benefits as a result of tax positions taken in the prior period

Gross amounts of increases in unrecognized tax benefits as a result

of tax positions taken in the current period

Gross amounts of decreases in unrecognized tax benefits as a result

of tax positions taken in the prior period

Gross amounts of decrease due to release

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The Company classifies interest and penalties related to income taxes as components of its income tax provision.

The amount of interest and penalties recorded in the accompanying consolidated statements of comprehensive income was approximately $ 17,000 , $ 5,000 and $ 1,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

In 2021, a net benefit of approximately $ 29,000 was recorded to the income tax provision related to interest and penalties while in 2020 and 2019, net expenses of approximately $ 17,000 and $ 5,000 , respectively, were recorded.

The amount of interest and penalties recorded in the accompanying consolidated balance sheets was approximately $ 29,000 and $ 58,000 as of December 31, 2021 and 2020, respectively.

The Company does not anticipate the amount of unrecognized tax benefits to change over the next twelve months.

On March 27, 2020, President Trump signed the $ 2.2 trillion bipartisan Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

The CARES Act, the third congressional bill to address COVID-19,

provides for loans and other benefits to businesses, expanded unemployment insurance, direct payments to those with middle-income and below wages, new appropriations funding for healthcare and other priorities, and tax changes, including deferrals of employer payroll tax liabilities, coupled with an employee retention tax credit and rollbacks of TCJA limitations on net operating losses (“NOLs”) and the Section 163(j) business interest limitation and a TCJA technical correction on qualified improvement property.

The Company evaluated the provisions of the CARES Act and no provision had a material effect on the Company’s financial position or results of operations at December 31, 2020 and for the year then ended.

The Company is subject to a territorial tax system under the Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 (the “2017 Tax Act”), in which the Company is required to provide for tax on Global Intangible Low-Taxed

Income (“GILTI”) earned by certain foreign subsidiaries.

On March 27, 2020, President Trump signed the $ 2.2 trillion bipartisan Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

The CARES Act, the third congressional bill to address COVID-19, provides for loans and other benefits to businesses, expanded unemployment insurance, direct payments to those with middle-income and below wages, new appropriations funding for healthcare and other priorities, and tax changes, including deferrals of employer payroll tax liabilities, coupled with an employee retention tax credit and rollbacks of TCJA limitations on net operating losses (“NOLs”) and the Section 163(j) business interest limitation and a TCJA technical correction on qualified improvement property.

The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.

The Company also considered the impact of the newly issued tax regulations in recording its income tax accounts for the year ending December 31, 2020 which reduced the foreign earnings subject to taxation under the GILTI provisions for the year ended December 31, 2018 and prospectively.

The Company also considered the impact of the newly issued tax regulations in recording its income tax accounts for the year ended December 31, 2020 which reduced the foreign earnings subject to taxation under GILTI provisions for the year ended December 31, 2018 and prospectively.

As of December 31, 2021, the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $ 93.3 million.

Because $ 58.0 million of such earnings have previously been subject to the one-time

transition tax on foreign earnings required by the 2017 Tax Act, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state

Because $ 5.7 million of such earnings have previously been subject to the one-time transition tax on foreign earnings required by the 2017 Tax Act, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state taxes.

At December 31, 2021 , the Company has not provided for taxes on outside basis differences of its foreign subsidiaries, as the Company has the ability and intent to indefinitely reinvest the undistributed earnings of its foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict its plan to indefinitely reinvest.

ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,”

requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized when the intra-entity transfer occurs rather than deferring recognition of income tax consequences until the transfer was made with an outside party.

The Company adopted the provisions of this ASU in the first quarter of 2018.

The adoption resulted in a decrease of $ 5.7 million to other assets, a decrease of $ 5.0 million to deferred tax liabilities and a decrease of $ 0.7 million to accumulated deficit at January 1, 2018.

Stockholders’ Equity

Stockholders’

Public Offerings of Common Stock

On December 8, 2020, the Company completed a public offering in which 1,725,000 shares of its common stock, including the underwriters’ exercise in full of an option to purchase an additional 225,000 shares, were sold to the public at a price of $ 181.00 per share (the “December Stock Offering”).

On December 8, 2020, the Company completed a public offering in which 1,725,000 shares of its common stock, including the underwriters’

exercise in full of an option to purchase an additional 225,000 shares, were sold to the public at a price of $ 181.00 per share (the “December Stock Offering”).

The net proceeds of the December Stock Offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $ 297.8 million.

On July 19, 2019, the Company completed a public offering in which 1,587,000 shares of its common stock, including the underwriters’ exercise in full of an option to purchase an additional 207,000 shares, were sold to the public at a price of $ 87.00 per share (the “July Stock Offering”).

The net proceeds of the Stock Offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $ 131.1 million.

On May 3, 2019, the Company completed a public offering in which 3,144,531 shares of its common stock, including the underwriters’ full exercise of an option to purchase up to an additional 410,156 shares, were sold to the public at a price of $ 64.00 per share.

The total proceeds received by the Company from this offering, net of underwriting discounts and commissions and other estimated offering expenses payable by the Company, totaled approximately $ 189.6 million.

On July 19, 2019, the Company completed a public offering in which 1,587,000 shares of its common stock, including the underwriters’

exercise in full of an option to purchase an additional 207,000 shares, were sold to the public at a price of $ 87.00 per share (the “July Stock Offering”).

The net proceeds of the July Stock Offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $ 131.1 million.

On May 3, 2019, the Company completed a public offering in which 3,144,531 shares of its common stock, including the underwriters’

full exercise of an option to purchase up to an additional 410,156 shares, were sold to the public at a price of $ 64.00 per share (the "May Stock Offering").

The total proceeds received by the Company from the May Stock Offering, net of underwriting discounts and commissions and other estimated offering expenses payable by the Company, totaled approximately $ 189.6 million.

Stock Option and Incentive Plans

At the Company’s 2018 Annual Meeting of Stockholders held on May 16, 2018, the Company’s shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”).

Under the 2018 Plan the number of shares of the Company’s common stock that are reserved and available for issuance shall be 2,778,000 plus the number of shares of common stock available for issuance under the Company’s Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan”).

The shares of common stock underlying any awards under the 2018 Plan, 2012 Plan and the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan,” and together with the 2018 Plan and 2012 Plan, 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 the Company’s 2018 Annual Meeting of Stockholders held on May 16, 2018, the Company’s shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”).

The shares of common

stock underlying any awards under the 2018 Plan, 2012 Plan and the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan,”

and together with the 2018 Plan and 2012 Plan, 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 December 31, 2021, 2,127,217 shares were available for future grants under the 2018 Plan.

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The Company recorded stock-based compensation expense of $ 27.5 million, $ 17.0 million and $ 12.8 million for the years ended December 31, 2021, 2020 and 2019 , respectively, for share-based awards granted under the Plans.

The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income:

For the Years Ended December 31,

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The 2018 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards.

Except for the grant to the Company’s Chief Executive Officer (“CEO”) in 2018 mentioned below, employee grants under the Plans generally vest over a three- to five-year period, with 20 %- 33 %

vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter.

Nonqualified options issued to non-employee

directors and consultants under the Plans generally vest over one year.

In the first quarter of 2018, to create a longer-term retention incentive, the Company’s Compensation Committee granted long-term incentive compensation awards to its CEO which consisted of both stock options and restricted stock units that are subject to time-based vesting over nine years.

Options granted under the Plans have a maximum term of ten years from the date of grant and generally, the exercise price of the stock options equals the fair market value of the Company’s common stock on the date of grant.

Except for the grant to the Company’s Chief Executive Officer (“CEO”) in 2018 mentioned below, employee grants under the Plans generally vest over a three - to five-year period, with 20 %- 33 % vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter.

Nonqualified options issued to non-employee directors under the Plans generally vest over one year.

At December 31, 2021, options to purchase 625,107 shares and 606,685 stock units were outstanding under the Plans.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and the Company uses the value of the common stock as of the grant date to value RSUs.

The Company measures stock-based compensation costs at the grant date based on the estimated fair value of the award.

The Company recognizes expense on awards with service-based vesting over the employee’s requisite service period on a straight-line basis.

The Company has issued performance stock units to certain employees which are tied to the achievement of certain Company financial goal metrics and the passage of time.

Finally, during 2020, the Company implemented a program that issued performance stock units to certain employees set to vest upon the achievement of individual goals and the passage of time.

The Company recognizes expense on performance-based awards over the vesting period based on the probability that the performance metrics will be achieved.

Stock Options

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and measures stock-based compensation costs of stock options at the grant date based on the estimated fair value of the award.

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 stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures.

The fair value of share-based awards granted during the years ended December 31, 2020, 2019 and 2018 were calculated using the following estimated assumptions:

The fair value of stock option awards granted during the years ended December 31, 2021, 2020 and 2019 were calculated using the following estimated assumptions:

For the Years Ended December 31,

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Vested and expected to vest at December 31, 2021 (1)

Represents the number of vested options as of December 31, 2020 plus the number of unvested options expected to vest as of December 31, 2020 based on the unvested outstanding options at December 31, 2020 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 (the difference between the closing price of the common stock on December 31, 2020, the last business day of 2020, of $ 191.63 per share and the exercise price of each in-the-money

option) that would have been received by the option holders had all option holders exercised their options on December 31, 2020.

(1) Represents the number of vested options as of December 31, 2021 plus the number of unvested options expected to vest as of December 31, 2021 based on the unvested outstanding options at December 31, 2021 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 (the difference between the closing price of the common stock on December 31, 2021, the last business day of 2021, of $ 264.84 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2021.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 20.3 million, $ 36.6 million and $ 5.5 million, respectively.

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The total fair value of stock options that vested during the years ended December 31, 2021, 2020 and 2019 was $ 3.0 million, $ 2.8 million and $ 3.1 million, respectively.

The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant.

Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for the year ended December 31, 2020 under the Plans is summarized below:

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.

Prior to 2020, the Company issued performance stock units to certain employees which are tied to the achievement of certain Company financial goal metrics and the passage of time.

Since 2020, the Company has implemented formal programs that issue performance stock units to certain employees set to vest upon the achievement of individual goals and financial goals of the Company, as well as the passage of time.

The Company recognizes expense on performance-based awards 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 the year ended December 31, 2021 under the Plans is summarized below:

(in Thousands)

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Vested and expected to vest at December 31, 2021 (1)

Represents the number of vested stock units as of December 31, 2020 plus the number of unvested stock units expected to vest as of December 31, 2020 based on the unvested outstanding stock units at December 31, 2020 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 (equal to the closing price of the common stock on December 31, 2020, the last business day of 2020, of $ 191.63 per share, as stock units do not have an exercise price) that would have been received by the stock unit holders had all holders exercised on December 31, 2020.

(1) Represents the number of vested stock units as of December 31, 2021 plus the number of unvested stock units expected to vest as of December 31, 2021 based on the unvested outstanding stock units at December 31, 2021 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 (equal to the closing price of the common stock on December 31, 2021, the last business day of 2021, of $ 264.84 per share, as stock units do not have an exercise price) that would have been received by the stock unitholders had all holders exercised on December 31, 2021.

The aggregate intrinsic value of stock units vested during the years ended December 31, 2021, 2020 and 2019 was $ 46.5 million, $ 28.3 million and $ 17.5 million, respectively.

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Research and development expenses associated with license agreements were immaterial amounts for the years ended December 31, 2021, 2020 and 2019.

In September 2018, the Company entered into a collaboration agreement with Sartorius Stedim Biotech (“SSB”), a leading international supplier for the biopharmaceutical industry, to integrate our XCell ATF

cell retention control technology into Sartorius’s BIOSTAT ®

STR large-scale, single-use

bioreactors to create novel perfusion-enabled bioreactors.

As a result of this collaboration, end-users

will stand to benefit from a single control system for 50 L to 2,000 L bioreactors used in perfusion cell culture applications.

The single interface is designed to control cell growth, fluid management and cell retention in continuous and intensified bioprocessing and, ultimately, simplify the development and manufacture of biotechnological drugs under current good manufacturing practices.

In June 2018, the Company secured an agreement with Navigo for the exclusive co-development

of multiple affinity ligands for which Repligen holds commercialization rights.

The Company is manufacturing and has agreed to supply the first of these ligands, NGL-Impact

A, exclusively to Purolite Life Sciences (“Purolite”), who will pair the Company’s high-performance ligand with Purolite’s agarose jetting base bead technology used in their Jetted A50 Protein A resin product.

We also signed a long-term supply agreement with Purolite for NGL-Impact

A and other potential additional affinity ligands that may advance from the Company’s Navigo collaboration.

The Navigo and Purolite agreements are supportive of the Company’s strategy to secure and reinforce the Company’s proteins business.

The Company made payments to Navigo of $ 0.9 million and $ 1.0 million in the years ended December 31, 2020 and 2019, respectively, in connection with this program, which are recorded to research and development expenses in the Company’s consolidated statements of comprehensive income.

In June 2018, the Company secured an agreement with Navigo Proteins GmbH (“Navigo”) for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights.

The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite - an Ecolab Inc.

company ("Purolite"), who is pairing the Company’s high-performance ligand with Purolite’s agarose jetting base bead technology used in their Jetted A50 Protein A resin product.

The Company also signed a long-term supply agreement with Purolite for NGL-Impact and other potential additional affinity ligands that may advance from the Company’s Navigo collaboration.

In September 2020, the Company and Navigo successfully completed co-development of an affinity ligand targeting the SARS-CoV-2 spike protein, to be utilized in the purification of COVID-19 vaccines.

The Company has proceeded with scaling up and manufacturing this ligand and the development and validation of the related affinity chromatography resin, which is marketed by the Company.

In September 2021, the Company and Navigo successfully completed co-development of a novel affinity ligand that addresses aggregation issues associated with pH

sensitive antibodies and Fc-fusion proteins.

The Company is manufacturing and supplying this ligand, NGL-Impact ® HipH, to Purolite.

The Navigo and Purolite agreements are supportive of the Company’s strategy to secure and reinforce the Company’s proteins business.

The Company made payments to Navigo of $ 2.3 million and $ 0.9 million in the years ended December 31, 2021 and 2020, respectively, in connection with this program, which are recorded to research and development expenses in the Company’s consolidated statements of comprehensive income.

Purchase Orders, Supply Agreements and Other Contractual Obligations

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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.

Convertible Senior Notes

The carrying value of the Company’s convertible senior notes is as follows:

(Amounts in thousands)

0.375% convertible senior notes due 2024:

Convertible senior notes, current portion:

Principal amount

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Unamortized debt issuance costs

Total convertible senior notes, current portion

Convertible senior notes:

Principal amount

Unamortized debt discount

Unamortized debt issuance costs

Total convertible senior notes

Net carrying amount

0.375% Convertible Senior Notes due 2024

On July 19, 2019, the Company issued $ 287.5 million aggregate principal amount of 0.375 % Convertible Senior Notes due 2024 (“2019 Notes”), which includes the underwriters’ exercise in full of an option to purchase an additional $ 37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”).

On July 19, 2019, the Company issued $ 287.5 million aggregate principal amount of 0.375 % Convertible Senior Notes due 2024 (“2019 Notes”), which includes the underwriters’

exercise in full of an option to purchase an additional $ 37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”).

The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $ 278.5 million.

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Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020 .

The 2019 Notes will mature on

July 15, 2024 , unless earlier repurchased or converted in accordance with their terms.

The initial conversion rate for the 2019 Notes is 8.6749 shares of the Company’s common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 115.28 per share).

The 2019 Notes will mature on July 15, 2024 , unless earlier repurchased or converted in accordance with their terms.

Prior to the close of business on the business day immediately preceding April 15, 2024, the 2019 Notes will be convertible at the option of the holders of 2019 Notes only upon the satisfaction of specified conditions and during certain periods.

Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2019 Notes will be convertible at the options of the holders of 2019 Notes at any time regardless of these conditions.

Conversion of the 2019 Notes will be settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election.

The 2019 Notes are not redeemable by the Company prior to maturity.

Holders of 2019 Notes may require the Company to repurchase their 2019 Notes upon the occurrence of a fundamental change prior to maturity at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase.

excluding, the date of repurchase.

In connection with certain corporate events, the Company will, under certain circumstances, increase the conversion rate for holders of 2019 Notes who elect to convert their 2019 Notes in connection with such corporate events.

During the fourth quarter of 2020, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading

days of the quarter.

During the fourth quarter of 2021, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter.

As a result, the 2019 Notes are convertible at the option of the holders of the 2019 Notes during the first quarter of 2022, the quarter immediately following the quarter when the conditions are met, as stated in the terms of the 2019 Notes.

Expecting to continue meeting these terms, the Company reclassified the carrying value of the 2019 Notes from long-term liabilities to current liabilities on the Company’s balance sheet as of December 31, 2020.

As of the date of this filing, the Company received requests to convert $ 3,000 aggregate principal amount of 2019 Notes which we intend to pay or deliver, as the case may be, the settlement amount to be determined – paying the amount in excess of the aggregate principal portion of the converted notes in shares of our common stock.

Expecting to continue meeting these terms, the Company will continue to classify the carrying value of the 2019 Notes as a current liability on the Company’s consolidated balance sheet as of December 31, 2021 .

These conditions have been met since the third quarter of 2020.

As a result, $ 11,000 aggregate principal amount of the 2019 Notes have been converted by the noteholders since December 31, 2020.

The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders, and the Company recorded a loss of approximately $ 13,000 on the conversion of these notes, which is included in other expenses, net on our consolidated statements of comprehensive income in 2021.

As of the date of this filing, the Company received requests to convert an additional $ 2,000 aggregate principal amount of 2019 Notes which we intend to pay or deliver, as the case may be, the settlement amount to be determined –

paying the amount in excess of the aggregate principal portion of the converted notes in shares of our common stock.

These conversions will be settled during the first quarter of 2022.

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This amount was calculated by deducting the carrying value of the liability component from the principal amount of the 2019 Notes as a whole.

The difference represents a debt discount that is amortized to interest expense on the Company’s consolidated statements of comprehensive income over the term of the 2019 Notes using the effective interest rate method.

The Company will assess the equity classification of the cash conversion feature quarterly, and it is not remeasured as long as it continues to meet the conditions for equity classification.

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Transaction costs related to the liability component were $ 7.4 million and are being amortized to interest expense using the effective interest method over the term of the 2019 Notes.

Transaction costs attributable to the equity component were $ 1.6 million and are netted with the equity component of the 2019 Notes in stockholders’ equity of the Company’s consolidated balance sheet at December 31, 2020.

Transaction costs attributable to the equity component were $ 1.6 million and are netted with the equity component of the 2019 Notes in stockholders’

equity of the Company’s consolidated balance sheet at December 31, 2021.

Interest expense recognized on the 2019 Notes in 2021 was $ 1.1 million, $ 10.1 million and $ 1.4 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively.

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Conversion of the 2.125% Convertible Senior Notes due 2021

The Company utilized a portion of the proceeds from the issuance of the 2019 Notes to settle its outstanding 2.125 % Convertible Senior Notes due 2021 (the “2016 Notes”) during the third quarter of 2019.

On July 16, 2019, the Company entered into separate privately negotiated agreements with certain holders of the 2016 Notes to exchange an aggregate of $ 92.0 million principal aggregate amount of the 2016 Notes for shares of the Company’s common stock, together with cash, in private placement transactions (the “Note Exchanges”).

On July 19, 2019 and July 22, 2019, the Company used approximately $ 92.3 million (including $ 0.3 million of accrued interest) and 1,850,155 shares of its common stock valued at $ 161.0 million to settle the Note Exchanges for total consideration of $ 253.3 million, of which $ 163.6 million was allocated to reacquiring the equity component of the 2016 Notes.

The Company allocated the consideration transferred to the liability and equity components using the same proportions as the initial carrying value of the 2016 Notes.

The transaction resulted in a loss on extinguishment of debt of $ 4.6 million in the Company’s consolidated statements of comprehensive income in 2019.

On July 19, 2019, the Company issued a Notice of Redemption in respect of the 2016 Notes, which provided that, on September 23, 2019, the Company would redeem all 2016 Notes that had not been converted, repurchased or exchanged prior to such date at a redemption price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest.

On September 23, 2019, the Company used $ 23.0 million and 466,045 shares of its common stock valued at $ 37.8 million to settle the remaining 2016 Notes for a total of $ 60.8 million, of which $ 38.3 million was allocated to reacquiring the equity component of the 2016 Notes.

This transaction resulted in a loss on extinguishment of debt of $ 1.1 million recorded on the Company’s consolidated statements of comprehensive income.

The total loss in 2019 of $ 5.7 million represents the difference between the fair value of the liability component of the 2016 Notes and its related carrying value immediately before the exchange.

Interest expense recognized on the 2016 Notes in 2019 prior to conversion was $ 1.3 million, $ 2.4 million and $ 0.4 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively.

The effective interest rate on the 2016 Notes was 6.6 %, which included the interest on the 2016 Notes, amortization of the debt discount and debt issuance costs.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) consisted of the following for the years ended December 31, 2021 and 2020 (amounts in thousands):

Balance as of December 31, 2018

Other comprehensive loss

Balance as of December 31, 2019

Balance at December 31, 2019

Other comprehensive income

Balance as of December 31, 2020

Balance at December 31, 2020

Other comprehensive loss

Balance at December 31, 2021

Employee Benefit Plans

In the United States, the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code.

employees over the age of 21 are eligible to make pre-tax

contributions up to a specified percentage of their compensation.

Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum.

employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation.

Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’

contributions up to a defined maximum.

The match is calculated on a calendar year basis.

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The Company pays premiums to a third-party occupational pension specialist who administers the pension plan.

These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan.

When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee.

The Company contributed $ 0.6 million to the defined contribution plan for each of the years ended December 31, 2020, 2019 and 2018.

The Company contributed $ 1.0 million to the defined contribution plan in 2021 and $ 0.6 million for each of the years ended December 31, 2020 and 2019.

Related Party Transactions

Certain facilities leased by Spectrum, a company we acquired in 2017, are owned by Roy Eddleman, the former owner of Spectrum.

As of December 31, 2021, Mr.

Eddleman owned greater than 5 % of the Company’s outstanding shares and the Company considers him to be a related party.

The lease amounts paid to this shareholder prior to the public offering were negotiated in connection with the acquisition of Spectrum.

The Company incurred rent expense related to these leases totaling $ 0.7 million for the years ended December 31, 2021, 2020 and 2019.

At December 31, 2020, the Company had an outstanding tax liability of $ 0.5 million due to the seller of C Technologies.

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The Company paid the seller a total of $ 0.3 million and $ 1.6 million related to the tax liability associated with the 338(h)(10) election as of December 31, 2020 and 2019, respectively.

Certain facilities leased by Spectrum, a company the Company acquired in 2017, are owned by Roy Eddleman, the former owner of Spectrum.

As of December 31, 2020, Mr.

Eddleman owned greater than 5 % of the Company’s outstanding shares and the Company considers him to be a related party.

The lease amounts paid to this shareholder prior to the public offering were negotiated in connection with the Spectrum Acquisition.

The Company incurred rent expense totaling $ 0.7 million for the year ended December 31, 2020 related to these leases.

Selected Quarterly Financial Data (Unaudited)

The following table sets forth certain unaudited quarterly results of operations for 2020 and 2019.

In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the quarterly information when read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere in this Form 10-K.

The quarterly operating results are not necessarily indicative of future results of operations.

For the Years Ended December 31, 2020

(Amounts in thousands, except per share data)

Operating expenses

Earnings per share:

For the Years Ended December 31, 2019

(Amounts in thousands, except per share data)

Operating expenses

Earnings per share:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures