8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K / A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2017

REPLIGEN CORPORATION

(Exact name of registrant as specified in charter)

Delaware	0-14656	04-2729386
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2017 (the “Closing 8-K”), Repligen Corporation, a Delaware corporation (the “Company”), completed its acquisition of Spectrum, Inc., a California corporation (“Spectrum”) on August 1, 2017 pursuant to an Agreement and Plan of Merger and Reorganization, dated June 22, 2017 (the “Merger Agreement”) with Top Hat, Inc., a California corporation and a wholly owned subsidiary of the Company, Swing Time, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Spectrum, and Roy T. Eddleman as representative of Spectrum’s securityholders (such acquisition, the “Merger”).

The above description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 23, 2017.

The Company is filing this Amendment to the Closing 8-K to disclose (A) the audited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheets as of December 31, 2016 and January 2, 2016, and the related combined statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, (B) the unaudited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheet as of July 1, 2017, and the related statement of stockholders’ equity for the twenty-six weeks ended July 1, 2017, and the related combined statements of comprehensive income and cash flows for the twenty-six weeks ended July 1, 2017 and July 2, 2016 and (C) the related notes to the combined financial statements.

This Amendment to the Closing 8-K amends the Closing 8-K to provide the historical financial statements of Spectrum under Item 9.01(a).

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Included herein as Exhibit 99.1.

(b) Pro forma financial information.

Included herein as Exhibit 99.2.

Exhibit Number	Description
23.1	Consent of Independent Accountants (Wright Ford Young & Co.).
99.1	Audited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheets as of December 31, 2016 and January 2, 2016, and the related combined statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, the unaudited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheet as of July 1, 2017, and the related statement of stockholders’ equity for the twenty-six weeks ended July 1, 2017, and the related combined statements of comprehensive income and cash flows for the twenty-six weeks ended July 1, 2017 and July 2, 2016 and the related notes to the combined financial statements.
99.2	(A) Unaudited Pro Forma Condensed Combined Statement of Operations of Repligen for the year ended December 31, 2016 and for the six months ended June 30, 2017, (B) Unaudited Pro Forma Condensed Combined Balance Sheet of Repligen as of June 30, 2017 and (C) the related Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPLIGEN CORPORATION
By:	/s/ Tony J. Hunt
	Tony J. Hunt President and Chief Executive Officer
Date:	October 12, 2017

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Independent Accountants (Wright Ford Young & Co.).
99.1	Audited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheets as of December 31, 2016 and January 2, 2016, and the related combined statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, the unaudited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheet as of July 1, 2017, and the related statement of stockholders’ equity for the twenty-six weeks ended July 1, 2017, and the related combined statements of comprehensive income and cash flows for the twenty-six weeks ended July 1, 2017 and July 2, 2016 and the related notes to the combined financial statements.
99.2	(A) Unaudited Pro Forma Condensed Combined Statement of Operations of Repligen for the year ended December 31, 2016 and for the six months ended June 30, 2017, (B) Unaudited Pro Forma Condensed Combined Balance Sheet of Repligen as of June 30, 2017 and (C) the related Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement of Repligen Corporation on Forms S-3 (File Nos. 333-210775, 333-106109, 333-36280, 333-35056, 333-31728, 333-95641, 333-79611, 333-76005, 333-57951, 333-30383 and 333-211436) and Forms S-8 (File Nos. 333-196456, 333-184284, 333-181670, 333-157168 and 333-89140) of our report dated June 14, 2017, with respect to our audit of the combined financial statements of Spectrum, Inc. and subsidiaries and combined entities, which comprise the combined balance sheet as of December 31, 2016 and January 2, 2016, and the related combined statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements, which report is included in this Form 8-K/A of Repligen Corporation.

/s/ Wright Ford Young & Co.

Wright Ford Young & Co.

Irvine, California

October 12, 2017

EX-99.1

Exhibit 99.1

Spectrum, Inc.

Table of Contents

	Page(s)
Report of Independent Auditors		2
Combined Balance Sheets as of July  1, 2017 (unaudited), December 31, 2016 and January 2, 2016 (restated)		3
Combined Statements of Comprehensive Income for the Six Months Ended July 1, 2017 and July 2, 2016 (unaudited), the Year Ended December 31, 2016 and for the Year Ended January 2, 2016 (restated)		4
Combined Statements of Changes in Stockholders’ Equity for the Six Months July 1, 2017 (unaudited), the Year Ended December 31, 2016 and for the Year Ended January 2, 2016 (restated)		5
Combined Statements of Cash Flows for the Six Months July  1, 2017 and July 2, 2016 (unaudited), the Year Ended December 31, 2016 and for the Year Ended January 2, 2016 (restated)		6
Notes to Combined Financial Statements		7 - 23

1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders of

Spectrum, Inc. and its subsidiaries:

We have audited the accompanying combined financial statements of Spectrum, Inc. and subsidiaries and combined entities (collectively, the Company), which comprise the combined balance sheets as of December 31, 2016 and January 2, 2016, and the related combined statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America. This includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and January 2, 2016, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Restatement

As discussed in Note 3 to the financial statements, the Company has restated its financial statements as of and for the year ended January 2, 2016, related to the reassessment of two leases as capital leases that had previously been reported as operating leases. Our opinion is not modified with respect to this matter.

/s/ WRIGHT FORD YOUNG & CO.

Irvine, California

June 14, 2017

2

Spectrum, Inc.

Combined Balance Sheets

	July 1, 2017		December 31, 2016		January 2, 2016
	(Unaudited)				Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,071,000	$	6,941,000	$	5,544,000
Accounts receivable, less allowances for bad debts & sales returns of $200,000, $197,000 and $226,000, respectively		5,755,000		6,415,000		5,437,000
Investment in marketable securities		12,000		996,000		356,000
Inventories, net of reserves		8,912,000		8,189,000		7,973,000
Prepaid expenses		557,000		648,000		277,000
Income taxes receivable		331,000		172,000		—
Total current assets		25,638,000		23,361,000		19,587,000
Due from related party		3,032,000		3,025,000		3,010,000
Property and equipment, net		16,746,000		16,815,000		16,640,000
Deferred income taxes		1,165,000		1,165,000		982,000
Goodwill, net		1,122,000		1,122,000		1,122,000
Other assets - including artwork of $911,000 in FY 2016 and FY 2015		77,000		1,021,000		989,000
Total assets	$	47,780,000	$	46,509,000	$	42,330,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	1,400,000	$	1,400,000	$	—
Current maturities of long-term debt		531,000		506,000		491,000
Current maturities of capital leases		5,935,000		25,000		3,000
Current portion of accrued interest on capital leases		90,000		88,000		105,000
Accounts payable		1,064,000		1,266,000		563,000
Accrued expenses:
Compensation		1,523,000		1,839,000		1,806,000
Other		881,000		1,110,000		159,000
Accrued Dividends		388,000		242,000		—
Income taxes payable		—		—		76,000
Total current liabilities		11,812,000		6,476,000		3,203,000
LONG-TERM LIABILITIES:
Line of credit		—		—		1,400,000
Deferred rent		24,000		3,000		24,000
Long-term debt, net of current maturities		1,373,000		1,584,000		2,059,000
Capital leases, net of current maturities		5,914,000		11,836,000		11,861,000
Accrued interest on capital leases, net of current portion		23,000		69,000		157,000
Unrecognized tax benefit		576,000		534,000		355,000
Total long-term liabilities		7,910,000		14,026,000		15,856,000
Total liabilities		19,722,000		20,502,000		19,059,000
STOCKHOLDERS’ EQUITY
Spectrum, Inc. stockholders’ equity:
Common stock
Class A - no par stock, 2,000,000 shares authorized		—		—		—
Class B - no par stock, 18,000,000 shares authorized		—		—		—
Additional paid-in capital		10,424,000		9,785,000		9,785,000
Accumulated other comprehensive income		—		26,000		3,000
Retained earnings		17,634,000		16,196,000		13,483,000
Total equity		28,058,000		26,007,000		23,271,000
Total liabilities and stockholders’ equity	$	47,780,000	$	46,509,000	$	42,330,000

See independent auditor’s report and notes to these combined financial statements.

3

Spectrum, Inc.

Combined Statement of Comprehensive Income

	Six months ended July 1, 2017			Six months ended July 2, 2016			Fiscal Year 2016		Fiscal Year 2015
	(Unaudited)			(Unaudited)					Restated
NET SALES	$	19,712,000		$	19,433,000		$	40,200,000	$	34,482,000
COSTS AND EXPENSES:
Cost of sales		9,537,000			9,053,000			18,902,000		15,125,000
Selling, general and administrative		6,730,000			5,130,000			11,835,000		10,384,000
Research and development		1,226,000			912,000			1,995,000		1,769,000
Building expenses		36,000			36,000			57,000		72,000
(Gain) loss on remeasurement of foreign currencies		(475,000	)		(85,000	)		264,000		323,000
Interest expense, net		332,000			336,000			654,000		627,000
Donation of artwork, net		208,000			—			—		—
Total costs and expenses		17,594,000			15,382,000			33,707,000		28,300,000
Income before provision for income taxes		2,118,000			4,051,000			6,493,000		6,182,000
Provision for income taxes		680,000			1,240,000			2,131,000		1,800,000
Net income		1,438,000			2,811,000			4,362,000		4,382,000
Other comprehensive income (loss), net of income tax:
Unrealized gain (loss) on marketable securities, see Note 2.		(26,000	)		22,000			23,000		(34,000	)
Comprehensive income	$	1,412,000		$	2,833,000		$	4,385,000	$	4,348,000

See independent auditor’s report and notes to these combined financial statements.

4

Spectrum, Inc.

Combined Statements of Stockholders’ Equity

							Accumulated
	Common Stock				Additional		Other
	Class A Shares		Class B Shares		Paid-in Capital		Comprehensive Income (Loss)			Retained Earnings			Total Equity
Balance, December 27, 2014 (as previously reported)		1,440,684		8,849,916	$	9,785,000	$	37,000		$	9,512,000		$	19,334,000
Restatement (Note 3)		—		—		—		—			37,000			37,000
Balance, December 27, 2014 (restated)		1,440,684		8,849,916	$	9,785,000	$	37,000		$	9,549,000		$	19,371,000
Net income (restated)		—		—		—		—			4,382,000			4,382,000
Dividends accrued		—		—		—		—			(448,000	)		(448,000	)
Other comprehensive loss net of income tax		—		—		—		(34,000	)		—			(34,000	)
Balance, January 2, 2016 (restated)		1,440,684		8,849,916	$	9,785,000	$	3,000		$	13,483,000		$	23,271,000
Net income		—		—		—		—			4,362,000			4,362,000
Dividends accrued		—		—		—		—			(1,649,000	)		(1,649,000	)
Other comprehensive income net of income tax		—		—		—		23,000			—			23,000
Balance, December 31, 2016		1,440,684		8,849,916	$	9,785,000	$	26,000		$	16,196,000		$	26,007,000
Net income		—		—		—		—			1,438,000			1,438,000
Issuance of common stock upon exercise of stock options		84,000		516,000		639,000		—			—			639,000
Other comprehensive loss net of income tax		—		—		—		(26,000	)		—			(26,000	)
Balance, July 1, 2017		1,524,684		9,365,916	$	10,424,000	$	—		$	17,634,000		$	28,058,000

See independent auditor’s report and notes to these combined financial statements.

5

Spectrum, Inc.

Combined Statements of Cash Flows

	Six months ended July 1, 2017			Six months ended July 2, 2016			Fiscal Year 2016			Fiscal Year 2015
	(Unaudited)			(Unaudited)						Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Comprehensive income	$	1,412,000		$	2,833,000		$	4,385,000		$	4,348,000
Adjustments to reconcile comprehensive income to net cash provided by operating activities:
Depreciation and amortization		563,000			485,000			1,033,000			937,000
Deferred income taxes		18,000			60,000			(200,000	)		(115,000	)
Realized (gain) on sale of artwork		(7,000	)		—			—			—
Unrealized (gain) loss on marketable securities, net		26,000			(22,000	)		(23,000	)		34,000
Change in working capital components:
Decrease (increase) in accounts receivable		660,000			(504,000	)		(978,000	)		(1,220,000	)
(Increase) in inventories		(723,000	)		(472,000	)		(216,000	)		(1,381,000	)
Decrease (increase) in prepaid expenses and other assets		804,000			(938,000	)		(403,000	)		(75,000	)
(Increase) decrease in income taxes receivable/payable		(159,000	)		24,000			(248,000	)		416,000
(Decrease) increase in accounts payable		(202,000	)		486,000			703,000			62,000
Increase in accrued expenses		182,000			338,000			257,000			216,000
Increase (decrease) in deferred rent		21,000			(7,000	)		(21,000	)		(11,000	)
(Decrease) increase in accrued interest on capital leases		(44,000	)		(53,000	)		(105,000	)		19,000
Increase in unrecognized tax benefit		42,000			51,000			179,000			104,000
Net cash provided by operating activities		2,593,000			2,281,000			4,363,000			3,334,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of artwork		704,000			—			—			—
Proceeds from sale of marketable securities		940,000			—			—			—
Investment in marketable securities		—			(400,000	)		(600,000	)		—
Increase in due from related party		(7,000	)		—			(15,000	)		(140,000	)
Acquisition of property and equipment		(960,000	)		(365,000	)		(1,208,000	)		(543,000	)
Net cash provided by (used in) investing activities		677,000			(765,000	)		(1,823,000	)		(683,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan proceeds		—			—			42,000			—
Payments on long-term debt		(186,000	)		(191,000	)		(502,000	)		(384,000	)
Payments on capital leases		(12,000	)		—			(3,000	)		—
Dividends paid		(581,000	)		(446,000	)		(680,000	)		(448,000	)
Proceeds from stock options exercises, net		639,000			—			—			—
Net cash used in financing activities		(140,000	)		(637,000	)		(1,143,000	)		(832,000	)
Net increase in cash and cash equivalents		3,130,000			879,000			1,397,000			1,819,000
Cash and cash equivalents
Beginning of year		6,941,000			5,544,000			5,544,000			3,725,000
End of year	$	10,071,000		$	6,423,000		$	6,941,000		$	5,544,000

See independent auditor’s report and notes to these combined financial statements.

6

Spectrum, Inc.

Notes to Financial Statements

NOTE 1 – NATURE OF BUSINESS

The accompanying combined financial statements include the accounts of Spectrum, Inc. formerly known as Spectrum Laboratories, Inc. (Spectrum) and its subsidiaries, Laboratory Safety Inc. (Laboratory Safety) and Spectrum Chromatography (Chromatography); and Spectrum Europe B.V. (Spectrum B.V.) and its subsidiary Spectrum Labs India Pvt. Ltd (Spectrum India), Spectrum Labs (Shanghai) Co., Ltd. (Spectrum China), and Spectrum Overseas, Inc. (Overseas), which are under common control (collectively, the Company).

The Company develops and sells proprietary tubular membranes and membrane devices for existing and emerging life science applications used primarily by research laboratories. The Company is also engaged in the manufacture and sale of medical laboratory equipment and supplies and disposable products. Certain products are regulated by the United States Food and Drug Administration, California Department of Toxic Substances Control and the California Food and Drug Branch. All products are for sale primarily to the pharmaceutical, biotechnology and medical industries throughout the world.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Quarter and Fiscal Year – The six months ended on July 1, 2017 (Q2 2017) and July 2, 2016 (Q2 2016), which consist of 26 weeks. The Company’s fiscal year ends on the Saturday closest to December 31st. The years ended on December 31, 2016 (fiscal year 2016) and January 2, 2016 (fiscal year 2015) consisted of 52 weeks and 53 weeks, respectively.

Principles of Combination – The accompanying combined financial statements include the accounts of Spectrum, and its two wholly owned subsidiaries, Laboratory Safety and Chromatography; and four entities under common control consisting of Spectrum B.V. and its wholly owned subsidiary Spectrum India, Spectrum China, and its wholly owned subsidiary, Overseas. All intercompany balances and transactions have been eliminated in combination.

Use of Estimates

The preparation of the combined financial statements require management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s operations are affected by numerous factors including market acceptance, changes in technologies and new laws and government regulations and policies. The Company cannot predict what impact, if any, the occurrence of these or other events might have on the Company’s operations.

Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts and sales returns, the reserve for slow moving or obsolete inventories, the fair value of long-lived and intangible assets, and the realizability of deferred tax assets and unrecognized tax benefits. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company classifies all highly liquid investments with original maturities of 90 days or less at the time of purchase as cash and cash equivalents. The Company, periodically throughout the year, has amounts on deposit that exceed insured limits.

Accounts Receivable

The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts monthly. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. No interest is charged on past due accounts.

7

Inventory

Inventories are stated at the lower of cost (using the first-in first-out method) or net realizable value and are net of slow moving and obsolescence reserves.

Investment in Marketable Securities Classified as Available-For-Sale Securities

Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Available-for-sale securities are stated at fair value and unrealized holding gains and losses, net of the related deferred tax effect, are reported as other comprehensive income or loss. Realized gains and losses, including losses from declines in value of specific securities determined by management to be other than temporary, are included in earnings. Realized gains and losses are determined based on the specific identification of the securities sold.

As of July 1, 2017, December 31, 2016 and January 2, 2016, $12,000, $396,000 and $356,000, respectively, in available-for-sale securities included equity securities of two unrelated companies within the same industry that the Company operates. The cost of these investments approximates $352,000 at December 31, 2016, with no purchases in the six months ended July 1, 2017 or in fiscal years 2016 or 2015. In June 2017, the Company sold one of its investments for $340,000 at cost with no gain or loss recorded.

The following table sets forth a summary of the changes to other comprehensive gain (loss) recognized on the marketable securities during the following periods of six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015.

	Six months ended July 1, 2017			Six months ended July 2, 2016			Fiscal Year 2016			Fiscal Year 2015
Unrecognized gain (loss)	$	(44,000	)	$	37,000		$	39,000		$	(57,000	)
Tax benefit (expense)		18,000			(15,000	)		(16,000	)		23,000
Other comprehensive gain (loss)	$	(26,000	)	$	22,000		$	23,000		$	(34,000	)

In 2016, the Company made an investment in a venture capital limited partnership. The cost of this investment was $600,000 which was contributed by the Company in three payments of $200,000 each on April 2016; May 2016; and August 2016; respectively. In June 2017, the Company sold this investment at cost for $600,000 with no gain or loss recorded. The additional capital commitment of $400,000 expected to be contributed in 2017 will be assumed by the buyer.

Long-Lived Assets

Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives (ranging from 3 to 30 years) of the respective assets. Leasehold improvements are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. Amortization of leasehold improvements is included with depreciation expense. No depreciation is being provided for the Company owned artwork, which is carried at its historical cost.

The Company periodically reviews its long-lived assets to determine potential impairment by comparing the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value (estimated discounted future cash flows) of the long-lived assets.

Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives of long-lived assets differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases, where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life.

Goodwill

The Company accounts for goodwill in accordance with guidance issued by the Financial Accounting Standards Board (the FASB). Based upon the provisions of this guidance, the Company first assesses certain qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing the qualitative events and circumstances, the Company

8

determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary and no impairment of goodwill exists. However, if the Company concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the reporting unit’s estimated fair value exceeds the reporting unit’s carrying value, no impairment of goodwill exists. If the fair value of the reporting unit does not exceed the unit’s carrying value, then the Company is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any.

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred income tax assets are recognized for deductible temporary differences and tax credit carryforwards and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Undistributed earnings of non-U.S. entities amounted to approximately $8,600,000 and $7,684,000 at July 1, 2017 and December 31, 2016, respectively. Those earnings are considered to be indefinitely reinvested and, accordingly, no U.S. federal or state deferred taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes, which could potentially be offset by foreign tax credits. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation.

Overseas is set up by the Company as an Interest Charge Domestic International Sales Corporation (IC-DISC) for tax savings on sales to customers located outside the United States of America. Overseas’ stockholders are required to pay only a nominal “interest charge” to the federal government with respect to taxes that are deferred on Overseas’ income. The stockholders then recognize the dividend income received from the IC-DISC on their tax returns as qualified dividend income. Overseas was dissolved in connection with the closing of the Merger.

Accounting for Uncertainty in Income Taxes

The Company accounts for uncertainty in income taxes under the required provisions of accounting guidance issued by the FASB. This guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance requires that the Company determine whether the benefits of tax positions are “more likely than not” of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is more likely than not of being sustained in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. Additionally, the interpretation provides guidance on de-recognition, classification, interest and penalties, disclosure and transition. At July 1, 2017, December 31, 2016 and January 2, 2016, the Company had an accrual of $576,000, $534,000 and $355,000, respectively, for potential losses related to uncertain tax positions. The Company is subject to routine audits by taxing jurisdictions. Management believes it is no longer subject to income tax examinations for the years prior to fiscal 2013 for federal and 2012 for California.

In April 2017, the Internal Revenue Service (IRS) notified the Company that it would begin an examination of the Company’s federal income tax returns for 2014. In September 2017, the Company responded to the requests for information from the IRS, however, the examining agent has not yet indicated whether there would be a proposed assessment or no change proposed. No provision has been made in the accompanying combined financial statements since any ultimate liability cannot be reasonably estimated.

Revenue Recognition

The Company records revenue at the time the related products are shipped.

Product Returns and Warranties

The Company records a provision for estimated product returns and warranties at the time the related revenue is recognized, which is included in sales returns and allowances.

9

Research and Development

The Company expenses research and development costs as incurred.

Advertising Costs

Costs associated with advertising and promoting products are expensed as incurred. Advertising and promotion expense was $294,000 and $290,000, during the six months ended July 1, 2017 and July 2, 2016 and $537,000 and $599,000 during fiscal years 2016 and 2015, respectively, inclusive of trade shows.

Remeasurement of Foreign Currencies

Monetary assets and liabilities of Spectrum B.V., Spectrum China and the Spectrum Japan distribution office are remeasured into U.S. dollars at year-end exchange rates and nonmonetary assets and stockholders’ equity are remeasured using historical rates of exchange. Income and expenses are remeasured at average rates during the respective years. The functional currency of these entities and this division is the U.S. dollar; therefore, remeasurement gains or losses are included in income. Remeasurement (gains) losses included in the combined statements of comprehensive income were ($475,000) and ($85,000) in the six months ended July 1, 2017 and July 2, 2016 respectively, and $264,000 in fiscal year 2016 and $323,000 in fiscal year 2015.

Fair Value Measurements

The FASB provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under this framework are described as follows:

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2	Inputs to the valuation methodology include:
	•	quoted prices for similar assets or liabilities in active markets;
	•	quoted prices for identical or similar assets or liabilities in inactive markets;
	•	inputs other than quoted prices that are observable for the asset or liability;
	•	inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Accordingly, the Company believes the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses to be representative of their fair values based on their short-term nature. For investments in marketable securities, the carrying amount is fair market value based on quoted market prices. For long term debt and the line of credit, the carrying value is considered to approximate the fair value of such debt for all periods presented based upon the interest rates that the Company believes it can currently obtain for similar debt.

10

Additional disclosures regarding assets and liabilities measured at fair value on a recurring basis are as follows:

Description	Total		Level 1		Level 2		Level 3
July 01, 2017
ASSETS:
Investment in marketable securities	$	12,000	$	12,000	$	—	$	—
LIABILITIES:
Line of credit		1,400,000		—		1,400,000		—
Long-term debt		1,904,000		—		1,904,000		—
Capital leases		11,849,000		—		11,849,000		—
December 31, 2016
ASSETS:
Investment in marketable securities	$	996,000	$	396,000	$	—	$	600,000
LIABILITIES:
Line of credit		1,400,000		—		1,400,000		—
Long-term debt		2,090,000		—		2,090,000		—
Capital leases		11,861,000		—		11,861,000		—
January 02, 2016
ASSETS:
Investment in marketable securities	$	356,000	$	356,000	$	—	$	—
LIABILITIES:
Line of credit		1,400,000		—		1,400,000		—
Long-term debt		2,550,000		—		2,550,000		—
Capital leases		11,864,000		—		11,864,000		—

There were no transfers between levels 1, 2 and 3 during the fiscal years 2016 and 2015.

The following table sets forth a summary of changes in the fair value of the Company’s level 3 assets for the six months ended July 1, 2017 and fiscal year 2016.

	Limited Partnership
Balance, January 2, 2016	$	—
Purchases		600,000
Balance, December 31, 2016	$	600,000
Purchases		—
Sales	$	600,000
Balance, July 1, 2017	$	—

Accounting for Stock-based Compensation

The Company accounts for share-based compensation under the required provisions of accounting guidance issued by the FASB. This guidance requires all share-based payments to employees, including grants of employee stock options, to be measured at fair value and expensed in the combined statements of comprehensive income over the requisite service period (generally the vesting period). The Company elected the modified prospective method as prescribed by the guidance, whereby compensation cost is only recognized in the combined statements of comprehensive income beginning with the first period that the guidance is effective and thereafter.

There were no options that vested in the six months ended July 1, 2017, or in fiscal year 2016 or 2015.

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New Accounting Pronouncements

In January 2014, the FASB amended guidance that gives private companies the option to amortize goodwill on a straight-line basis over a period of ten years or over a shorter period if the company demonstrates that another useful life is more appropriate. Goodwill would be subject to impairment testing only upon the occurrence of a triggering event. The amendment was effective for the Company in 2015. The alternative is applied on a prospective basis, with amortization of existing goodwill commencing at the beginning of the period of adoption. The Company has not adopted this pronouncement.

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company in 2019. The Company has not completed its assessment but does not expect this amendment to have a material effect on its combined financial statements.

In November 2015, the FASB issued guidance to simplify the presentation of deferred income taxes. This guidance requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The Company elected to early adopt the provisions of this pronouncement. The Company has reclassified all deferred taxes as of January 2, 2016 as non-current to give retroactive effect to this change.

Intra Entity transfer of Assets - In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (“Topic 740”): Intra-Entity Transfer of Assets Other than Inventory ASU 2016-16, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe such an adoption will have a material impact.

In February 2016, the FASB issued guidance intended to improve financial reporting for leasing transactions. This guidance will require companies to recognize on the balance sheet, the assets and liabilities for the rights and obligations, respectively, created by leases with lease terms greater than 12 months. The guidance will also require disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. This guidance will be effective for the Company in 2020. The Company is currently evaluating the impact the pronouncement will have on its combined financial statements and related disclosures.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 – RESTATEMENT OF THE COMBINED FINANCIAL STATEMENTS

The Company has restated its previously issued combined financial statements as of and for the years ended on January 2, 2016 (fiscal year 2015) and December 27, 2014 (fiscal year 2014) which consisted of 53 weeks and 52 weeks, respectively, to correct an error in the accounting for two leases. During 2014, the Company entered a lease with the majority stockholder for a property in Palm Desert, California and renegotiated a lease for property in Las Vegas, Nevada with the same lessor. As a result of lessor put options included within the leases, the leases have been determined to be capital leases from the effective dates of lease execution/amendment. The restatements are reflected in these combined financial statements. See Note 7 for information related to the capital leases.

Certain disclosures, including Notes 5, 6, 7, 9, 14 and 15 have been restated consistent with the combined financial statements.

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As a result of this error, the following adjustments have been made to previously issued combined financial statements:

COMBINED BALANCE SHEET	January 2, 2016
	As previously reported			Adjustment			As Restated
Property and equipment, net	$	5,221,000		$	11,419,000		$	16,640,000
Deferred income taxes		904,000			78,000			982,000
Total assets		30,833,000			11,497,000			42,330,000
Deferred rent		537,000			(513,000	)		24,000
Capital leases		—			11,864,000			11,864,000
Accrued interest on capital leases		—			262,000			262,000
Total liabilities		7,446,000			11,613,000			19,059,000
Retained earnings		13,599,000			(116,000	)		13,483,000
Total equity		23,387,000			(116,000	)		23,271,000
Total liabilities and stockholders’ equity		30,833,000			11,497,000			42,330,000
COMBINED BALANCE SHEET	December 27, 2014
	As previously reported			Adjustment			As Restated
Property and equipment, net	$	5,377,000		$	11,656,000		$	17,033,000
Deferred income taxes		869,000			(25,000	)		844,000
Total assets		26,717,000			11,631,000			38,348,000
Deferred rent		548,000			(513,000	)		35,000
Capital leases		—			11,864,000			11,864,000
Accrued interest on capital leases		—			243,000			243,000
Total liabilities		7,383,000			11,594,000			18,977,000
Retained earnings		9,512,000			37,000			9,549,000
Total equity		19,334,000			37,000			19,371,000
Total liabilities and stockholders’ equity		26,717,000			11,631,000			38,348,000
COMBINED STATEMENT OF COMPREHENSIVE INCOME	Fiscal Year 2015
	As previously reported			Adjustment			As Restated
Cost of sales	$	15,330,000		$	(205,000	)	$	15,125,000
Selling, general and administrative		10,552,000			(168,000	)		10,384,000
Interest (income) expense, net		(1,000	)		628,000			627,000
Total costs and expenses		28,045,000			255,000			28,300,000
Income before provision for income taxes		6,437,000			(255,000	)		6,182,000
Provision for income taxes		1,798,000			(102,000	)		1,696,000
Net income		4,535,000			(153,000	)		4,382,000
Comprehensive income		4,501,000			(153,000	)		4,348,000
COMBINED STATEMENT OF COMPREHENSIVE INCOME	Fiscal Year 2014
	As previously reported			Adjustment			As Restated
Cost of sales	$	13,570,000		$	(379,000	)	$	13,191,000
Selling, general and administrative		10,165,000			(168,000	)		9,997,000
Interest (income) expense, net		35,000			485,000			520,000
Total costs and expenses		25,910,000			(62,000	)		25,848,000
Income before provision for income taxes		3,737,000			62,000			3,799,000
Provision for income taxes		586,000			25,000			611,000
Net income		2,900,000			37,000			2,937,000
Comprehensive income		2,865,000			37,000			2,902,000

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COMBINED STATEMENT OF CASH FLOWS	Fiscal Year 2015
	As previously reported			Adjustment			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Comprehensive income	$	4,501,000		$	(153,000	)	$	4,348,000
Depreciation and amortization		700,000			237,000			937,000
Deferred income taxes		(12,000	)		(103,000	)		(115,000	)
Accrued interest on capital leases		—			19,000			19,000
Increase (decrease) in deferred rent		(11,000	)		—			(11,000	)
COMBINED STATEMENT OF CASH FLOWS	Fiscal Year 2014
	As previously reported			Adjustment			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Comprehensive income	$	2,865,000		$	37,000		$	2,902,000
Depreciation and amortization		713,000			208,000			921,000
Deferred income taxes		(535,000	)		25,000			(510,000	)
Accrued interest on capital leases		—			243,000			243,000
Increase (decrease) in deferred rent		308,000			(513,000	)		(205,000	)
COMBINED STATEMENT OF STOCKHOLDERS’ EQUITY	Fiscal Year 2015
	As previously reported			Adjustment			As Restated
Net income	$	4,535,000		$	(153,000	)	$	4,382,000
Retained earnings		13,599,000			(116,000	)	$	13,483,000
Total Equity		23,387,000			(116,000	)		23,271,000
COMBINED STATEMENT OF STOCKHOLDERS’ EQUITY	Fiscal Year 2014
	As previously reported			Adjustment			As Restated
Net income	$	2,900,000		$	37,000		$	2,937,000
Retained earnings		9,512,000			37,000		$	9,549,000
Total Equity		19,334,000			37,000			19,371,000

NOTE 4 – INVENTORY, NET

Inventories, net consist of the following:

	July 1, 2017			December 31, 2016			January 2, 2016
	(Unaudited)						Restated
Raw materials	$	4,405,000		$	6,599,000		$	5,783,000
Work in process		484,000			129,000			512,000
Finished goods		5,261,000			2,554,000			2,527,000
		10,150,000			9,282,000			8,822,000
Less reserve for slow moving and obsolete items		(1,238,000	)		(1,093,000	)		(849,000	)
	$	8,912,000		$	8,189,000		$	7,973,000

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NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

	July 1, 2017			December 31, 2016			January 2, 2016
	(Unaudited)						Restated
Land	$	4,746,000		$	4,746,000		$	4,746,000
Buildings		9,691,000			9,691,000			9,691,000
Machinery, equipment and tooling		11,346,000			11,431,000			10,632,000
Office furniture and equipment		2,133,000			1,647,000			1,369,000
Leasehold improvements		1,954,000			1,861,000			1,741,000
		29,870,000			29,376,000			28,179,000
Less accumulated depreciation and amortization		(13,124,000	)		(12,561,000	)		(11,539,000	)
	$	16,746,000		$	16,815,000		$	16,640,000

Depreciation expense was $563,000 and $485,000 for the six months ended July 1, 2017 and July 2, 2016, respectively. Depreciation expense for the years ended December 31, 2016 and January 2, 2016 was $1,033,000 and $937,000, respectively.

NOTE 6 – INCOME TAXES

Income tax data for the six months ended July 1, 2017 and July 2, 2016 (unaudited) and for the years ended December 31, 2016 and January 2, 2016 is as follows:

	Six months ended July 1, 2017			Six months ended July 2, 2016		Fiscal Year 2016			Fiscal Year 2015
	(Unaudited)			(Unaudited)					Restated
Current:
Federal	$	296,000		$	661,000	$	1,522,000		$	402,000
State		92,000			58,000		77,000			996,000
Foreign		384,000			411,000		732,000			517,000
		772,000			1,130,000		2,331,000			1,915,000
Deferred:
Federal		(43,000	)		48,000		(99,000	)		(75,000	)
State		(49,000	)		62,000		(101,000	)		(40,000	)
		(92,000	)		110,000		(200,000	)		(115,000	)
	$	680,000		$	1,240,000	$	2,131,000		$	1,800,000

Pre-tax income subject to foreign and U.S. income taxes for the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 were as follows:

	Six months ended July 1, 2017		Six months ended July 2, 2016		Fiscal Year 2016		Fiscal Year 2015
	(Unaudited)		(Unaudited)				Restated
U.S. pre tax income	$	748,000	$	2,410,000	$	3,974,000	$	4,557,000
Foreign pre tax income		1,370,000		1,641,000		2,519,000		1,625,000
	$	2,118,000	$	4,051,000	$	6,493,000	$	6,182,000

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The reported provision for income taxes differs from the amount computed by applying the income tax rate of 34% to the combined income before provision for income taxes as follows:

	Six months ended July 1, 2017			Six months ended July 2, 2016			Fiscal Year 2016			Fiscal Year 2015
	(Unaudited)			(Unaudited)						Restated
Statutory federal tax rate	$	728,000		$	1,378,000		$	2,208,000		$	2,102,000
State taxes, net of federal benefit		138,000			243,000			389,000			371,000
Foreign taxes and change in foreign rate differential		(206,000	)		(246,000	)		(378,000	)		(281,000	)
Nondeductible expenses		18,000			14,000			25,000			17,000
Tax credits		(114,000	)		(144,000	)		(291,000	)		(317,000	)
Other		116,000			(5,000	)		178,000			(92,000	)
Income tax provision	$	680,000		$	1,240,000		$	2,131,000		$	1,800,000

The components of the Company’s net deferred income tax assets are as follows:

	July 1, 2017			December 31, 2016			January 2, 2016
	(Unaudited)						Restated
Reserves not currently deductible	$	874,000		$	733,000		$	859,000
Equipment and leasehold improvements		(681,000	)		(454,000	)		(422,000	)
Capital lease timing difference		377,000			178,000			78,000
Tax credits		474,000			465,000			381,000
Other		121,000			243,000			86,000
	$	1,165,000		$	1,165,000		$	982,000

As of July 1, 2017, and December 31, 2016 the Company had reserves of $2,186,000 and $1,832,500, respectively that the Company expects to utilize against its taxable income in future years. As of July 1, 2017, the Company had California R&D credit carryforwards of approximately $474,000, which can be carried forward indefinitely.

The Company has evaluated the positive and negative evidence bearing on its ability to realize the deferred tax assets. The Company’s history of cumulative profitability, management has concluded that it is more likely than not that the Company will be able to fully realize the benefits of its deferred tax assets. Accordingly, a valuation allowance has not been established against any of the Company’s identified deferred tax assets. Management reevaluates the positive and negative evidence at each reporting period and will continue to monitor this matter going forward.

The Company evaluates the uncertainty of a tax position on whether a tax position is more likely than not to be sustained upon examination, including resolution of any appeals or litigation process, and based on the technical merits of the tax position in question. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant tax authority.

For the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015, the Company had uncertain tax position of $575,000, $406,000, $534,000, and $355,000, respectively, related to certain identified potential losses. A roll-forward of the Company’s identified uncertain tax positions is as follows:

	Six months ended July 1, 2017		Six months ended July 2, 2016		Fiscal Year      2016			Fiscal Year      2015
	(Unaudited)		(Unaudited)					Restated
Beginning Balance	$	534,000	$	355,000	$	355,000		$	251,000
Additions:
Tax Positions for current year	$	41,000	$	51,000	$	203,000		$	144,000
Reductions:
Statute Reductions		—		—		(24,000	)		(40,000	)
	$	575,000	$	406,000	$	534,000		$	355,000

16

The Company files tax returns in the United States, China, India and various other state and foreign jurisdictions. All of the Company’s tax years remain open to examination of major taxing authority from 2012 to the present. To the extent a carryforward attribute such as identified tax credits were generated in years past, they may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they will have or will be used in the future periods. The Company has received notice from the Internal Revenue Service of a pending examination; however, at this time, the Company has not identified any quantifiable taxes that might otherwise be due.

The resolution of tax matters, when and if identified, is not expected to have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. The Company reported no material interest and penalties pertaining to uncertain tax positions in 2016 or 2017.

NOTE 7 – LONG TERM DEBT AND CAPITAL LEASES

The Company has a $5 million Revolving Credit Commitment with a bank that provides Spectrum with additional liquidity. The line of credit agreement bears interest at the bank’s prime rate (4.0% as of July 1, 2017 and 3.75% as of December 31, 2016,) and matures August 2017. The line of credit balance outstanding as of July 1, 2017 and December 31, 2016 was $1,400,000.

The Company entered a $4 million Multiple Disbursement Note in May 2014. This note bears interest at the bank’s prime rate of 3.75%. Payment for outstanding balances commenced in July 2015 and principal is to be paid off in 48 equal installments. The balance outstanding as of July 1, 2017 was $800,000 with $200,000 due for the remainder of 2017, $400,000 due in 2018, and $200,000 due in 2019. The balance outstanding as of December 31, 2016, was $1,000,000 with $400,000 due annually from 2017 through 2018, and $200,000 due in 2019.

The Revolving Credit Commitment and the Multiple Disbursement Note are secured by substantially all the Spectrum assets and are personally guaranteed by the majority stockholder. The agreement also requires the maintenance of certain financial and non-financial loan covenants. These balances under the Revolving Credit Commitment and the Multiple Disbursement Note were repaid in full in August 2017.

During September 2009, Spectrum B.V. entered a €1.0 million Mortgage Agreement with a European Bank, to purchase a building with a total cost of €1.250 million. The loan originally carried a fixed interest rate of 4.9% for the first two years with principal payments of €4,165 monthly beginning November 1, 2010 for 20 years. As of July 1, 2017, and December 31, 2016 the variable interest rates were 4.0% and 3.0%, respectively. The Company also elected to exercise its right to prepay €50,000 in December of 2010 and January of 2011. The outstanding balance is €517,000 and €538,000 as of July 1, 2017 and December 31, 2016, respectively. Based on the July 1, 2017 Euro/US dollar conversion rate of 1.141 the outstanding balance at July 1, 2017 is $590,000, with approximately $57,000 due annually through 2029. Based on the December 31, 2016 Euro/US dollar conversion rate of 1.053 the outstanding balance at December 31, 2016 is $566,000, with approximately $53,000 due annually through 2029. The Mortgage Agreement is secured by all the assets of Spectrum B.V. and guaranteed up to 30% by Spectrum. The Company repaid the Mortgage Agreement in full in August 2017.

During July 2013, Spectrum Japan entered a ¥74,000,000 Mortgage Agreement with a Japanese Bank, to purchase a building with a cost of ¥70,000,000 and other related transaction fees. The loan carries a fixed interest rate of 4.25% for the first 10 years with principal payments of ¥411,000 monthly beginning May 31, 2013 for 15 years. The outstanding balance is ¥53,450,000 and ¥56,327,000 as of July 1, 2017 and December 31, 2016, respectively. Based on the July 1, 2017 Yen/US Dollar conversion rate of 112, the outstanding balance at July 1, 2017 is $476,000, with approximately $44,000 due annually through 2028. Based on the December 31, 2016 Yen/US Dollar conversion rate of 117, the outstanding balance at December 31, 2016 is $481,000 with approximately $42,000 due annually through 2028. The Mortgage Agreement is secured by all the assets of Spectrum Japan. The Company repaid the Mortgage Agreement in full in August 2017.

During September 2016, Spectrum India entered a INR 3,007,539 auto financing agreement with an Indian financing company to purchase an auto for the Director of Spectrum India. The loan carries a fixed interest rate of 9.0% with principal payments of INR 63,450 monthly beginning November 2016. Based on the July 1, 2017 INR/US dollar conversion rate of .015220 the outstanding balance at July 1, 2017 is $39,000, with approximately $12,000 due annually through 2020. The outstanding balance is INR 2,880,639 as of December 31, 2016. Based on the December 31, 2016 INR/US dollar conversion rate of .014748 the outstanding balance at December 31, 2016 is $42,000, with approximately $11,000 due annually through 2020.

Capital Leases

The Company is the lessee to two lease agreements with a related party that include put options where the lessor may require the Company to acquire the leased facilities. See Note 9 for information relating to these leases. The Company views these arrangements as capital leases resulting from the put options being considered as guarantees of a minimum residual value for each of the facilities.

17

As of July 1, 2017, December 31, 2016 and January 2, 2016, assuming the put options are exercised at December 31, 2018 for Palm Desert and January 1, 2018 for Las Vegas, the minimum lease payments under capital leases were as follows:

	July 1, 2017			December 31, 2016			January 2, 2016
	(Unaudited)
2016	$	—		$	—		$	733,000
2017 (6 months for July 1, 2017)		367,000			733,000			733,000
2018		12,237,000			12,238,000			12,238,000
Total minimum payments required		12,604,000			12,971,000			13,704,000
Less: Amounts representing interest		(755,000	)		(1,110,000	)		(1,840,000	)
Present value of net minimum lease payments	$	11,849,000		$	11,861,000		$	11,864,000

As part of the Merger on August 1, 2017, the put options were terminated with the signing of the Merger Agreement and the leases were amended and subsequently accounted for as operating leases.

NOTE 8 – STOCK OPTION PLANS AND SUBSEQUENT EVENT

In February of 2007, the Company’s Board of Directors approved the 2007 Equity Incentive Plan (the EIP) reserving 1,341,400 shares of Common Stock for issuance upon the exercise of stock options under the EIP. Exercise prices for the stock options will not be less than 100% of the fair market value of the stock on the date of grant. Options under the EIP expire not more than ten years from date of grant. Options issued under the EIP will become exercisable over a specified period upon issuance of the option determined at that time by the Administrator of the EIP. There were no stock options issued under the EIP in 2017 or 2016.

A summary of the status of the EIP and changes during fiscal years 2017 and 2016 are as follows:

	Number of shares		Weighted Average Exercise Price
OUTSTANDING, December 27, 2014		600,000	$	1.065
Granted		—	$	—
Exercised		—	$	—
Forfeited		—	$	—
OUTSTANDING, January 2, 2016		600,000	$	1.065
Granted		—	$	—
Exercised		—	$	—
Forfeited		—	$	—
OUTSTANDING, December 31, 2016		600,000	$	1.065
Granted		—	$	—
Exercised		600,000	$	1.065
Forfeited		—	$	—
OUTSTANDING, July 1, 2017		—	$	—

Shares available for future grants under the EIP were 741,400 shares at July 1, 2017, December 31, 2016 and January 2, 2016. The number of options exercisable was 600,000 at December 31, 2016 and January 2, 2016. As of July 1, 2017, there were no outstanding stock options.

A further summary of options outstanding at December 31, 2016 is as follows:

Options Outstanding								Options Exercisable
Exercise Prices		Number of options		Weighted average exercise price		Weighted average remaining contractual life in years		Number of options		Weighted average exercise price
$	1.065		600,000	$	1.065		0.32		600,000	$	1.065

18

The fair value of each option award is estimated using the Black-Scholes option valuation model that requires the Company to develop estimates for assumptions used in the model. The Black-Scholes option valuation model uses the assumptions related to expected volatility, expected life of options, risk-free interest rate and dividend yield.

In April 2017, all outstanding, fully-vested stock options were exercised at a weighted average exercise price of $1.065 resulting in additional paid in capital of $639,000.

On June 22 2017, the Company granted the President of the Company 75,000 restricted shares and 175,000 phantom shares as referenced in the Merger agreement which were not vested until the date of the merger on August 1, 2017.

NOTE 9 – RELATED-PARTY TRANSACTIONS

Royalty Agreement – The Company is committed under a royalty agreement to pay the majority stockholder royalties of 7% of the net sales of certain products, as defined, through the life of the defined products. During the six months ended July 1, 2017 and July 2, 2016 the Company incurred royalty expenses of $165,000 and $177,000, respectively, under this agreement. During fiscal years 2016 and 2015, the Company incurred royalty expenses of $338,000 and $335,000, respectively, under this agreement. As part of the Merger on August 1, 2017, the royalty agreement was terminated.

Rental Agreements – The Company is committed under a lease agreement for its California headquarters facility through July 15, 2020 with its majority stockholder. The original lease, beginning July 15, 2005, was entered with a third-party leaseholder. The majority stockholder acquired the California facility from the third party as of November 30, 2005, and assumed the original lease. The original lease agreement was for five years through July 14, 2010. The Company exercised its option to extend the lease for an additional five years at a fair market rental rate which expired July 14, 2015. A new lease was signed with an end date of July 15, 2020. The current rent is approximately $41,000 per month through the remainder of the lease. Total rent expense incurred under this agreement during the six months ended July 1, 2017 and July 2, 2016 was $244,000 and $244,000, respectively, and in fiscal years 2016 and 2015 was $488,000 and $501,000, respectively.

The Company is committed under two additional lease agreements with the majority stockholder for its Texas facilities. Both lease agreements are for five years, and expired in October and November of 2011, respectively, and each have one five-year option to renew. The Company exercised its option to extend both leases in 2011. The current rent is approximately $13,400 and $9,900 per month for these facilities, respectively, and the Company subleases a portion of both these buildings to third parties. Future monthly rents for these leases range from $9,900 to $18,000 through the remainder of these leases. Total rent expense, net of sublease income, incurred under these agreements during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $110,000, $103,000, $186,000 and $182,000, respectively, while the total rent payments to the majority stockholder were $140,000, $133,000, $268,000 and $255,000, respectively.

The Company committed to a 10-year lease agreement in 2013 with the majority stockholder for its Las Vegas facility. The current rent is approximately $30,000 per month through the remainder of the lease and the Company subleases a portion of the building to a third party. As a result of a lessor put option included within the lease amendment in 2014, the lease has been determined to be a capital lease from the date of amendment signing in March 2014 (see Note 7). Total payments made under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 to the majority stockholder were $180,000, $180,000, $360,000 and $360,000, respectively.

The Company committed to a 5-year lease agreement in 2014 with the majority stockholder for its Palm Desert facility. The current rent is approximately $31,100 per month through the remainder of the lease. As a result of a lessor put option included within the lease, the lease has been determined to be a capital lease from the date of signing (see Note 7). Total payments made under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 to the majority stockholder were $187,000, $187,000, $373,400 and $249,000, respectively.

Future payments due under the two capital leases if the put options are not exercised the years ending on the last Saturday of the calendar year are as follows:

	July 1, 2017		December 31, 2016
2017 (6 months for July 1, 2017)		366,654	$	733,308
2018		733,308		733,308
2019		359,940		359,940
2020		359,940		359,940
2021		359,940		359,940
Thereafter		359,940		359,940
Total		2,539,722	$	2,906,376

As part of the completion of the Merger on August 1, 2017, the rental agreements were terminated.

19

Due From Related Party – The Company had outstanding advances of $3,032,000, $3,025,000 and $3,010,000, including principal and interest, to its majority stockholder as of July, 1, 2017, December 31, 2016 and January 2, 2016, respectively. These advances mature over a 3-year period and are not expected to be repaid within the next twelve months. The interest rates on the advances outstanding at the end of fiscal years 2016 and 2015 ranged from 0.38% and 0.75%.

Sale and donation of artwork – On May 2017, the Company gifted a collection of artwork, with a value of approximately $215,000, to a non-for-profit entity. In June 2017, the remaining artwork was sold to the majority stockholder at its fair value of approximately $704,000 recognizing a gain on sale of $7,000. The non-cash donation of artwork of $215,000 and the gain on sale of artwork of $7,000 are presented net on a one-line basis in the caption “Donation of artwork, net” in the Combined Statement of Comprehensive Income.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Lease Commitments and Rent Expense – The Company is obligated under the terms of a third party operating lease agreement for its facility in China. The original agreement entered in December 2011 was renewed in December 2014. The office moved to a new location and a new building lease was entered starting October 2015 and expires in October 2018. The current monthly rent expense is approximately $3,700 per month. Total rent expense incurred under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $21,000, $24,000, $49,000 and $37,000 respectively.

The Company is obligated under the terms of a third party operating lease for its facility in India. The agreement was entered starting March 2016 and expires February 2019. The monthly rent is approximately $1,500 through the remainder of the lease. Total rent expense incurred under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal year 2016 was $8,000, $6,000 and $15,000, respectively.

The Company is obligated under the terms of a third party operating lease agreement for its facility in Massachusetts. The original agreement entered in October 2014 expired in September 2015. Current rent is $1,500 per month on a month-to-month basis. Total rent expense incurred under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $9,000, $9,000, $18,300 and $15,000, respectively.

A portion of the building in Europe, which is owned by the Company, is subleased to a third party. The agreement is for five years, expiring in June 2016. The lease was renewed for one year and expires June 2017. Total rental income under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $22,000, $25,000, $48,000 and $53,000, respectively.

A portion of the building in Japan, which is owned by the Company, is subleased to a third party. The agreement is for 3 years, expiring in October 2019. Total rental income under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $7,000, $9,000, $18,000 and $15,000, respectively. Another portion of the building is subleased to a third party. The agreement is for 3 years, expiring July 2018. Total rental income under this agreement during the six months ended July 1, 2017 and July 2, 2016 and fiscal years 2016 and 2015 was $10,000, $12,000, $22,000 and $7,000, respectively. Another portion of the building is subleased to a third party. The agreement is for 3 years, expiring February 2019. The total rental income during the six months ended July 1, 2017 and July 2, 2016 and fiscal year 2016 was $7,000, $8,000 and $18,000, respectively.

The Company is obligated under the terms of a third party operating lease for its facility in South Korea. The original agreement entered in May 2017 expires in May 2019. Total rent expense incurred in the six months ended July 1, 2017 was $2,000.

The Company currently leases three automobiles. Monthly rents range from $500 to $1,400, through 2019. Total lease expense approximated $17,000 and $18,000 in the six months ended July 1, 2017 and July 2, 2016, respectively, $35,000 in 2016 and $38,000 in 2015.

20

Total rent expense for all related party and third party leases, net of sublease rental income, and auto leases was $394,000 and $385,000 in the six months ended July 1, 2017 and July 2, 2016, respectively, $737,000 in fiscal year 2016 and $698,000 in fiscal year 2015. Minimum future rental payments, net of sublease rental receipts, under all operating lease agreements for the years ending on the last Saturday of the calendar year are as follows:

	July 1, 2017		December 31, 2016
2017 (6 months for July 1, 2017)	$	378,000	$	708,000
2018		762,000		736,000
2019		777,000		769,000
2020		571,000		571,000
2021		316,000		316,000
Thereafter		1,706,000		1,706,000
Total	$	4,510,000	$	4,806,000

NOTE 11 – GEOGRAPHIC INFORMATION

Net sales by country for six months ended July 1, 2017 and July 2, 2017 and fiscal years 2016 and 2015 are as follows:

	Six months ended July 1, 2017		Six months ended July 2, 2016		Fiscal Year 2016		Fiscal Year 2015
	(Unaudited)		(Unaudited)				Restated
United States	$	10,928,000	$	11,596,000	$	23,927,000	$	20,511,000
Japan		966,000		742,000		1,595,000		2,049,000
Netherlands		120,000		214,000		972,000		787,000
China		1,044,000		749,000		2,222,000		1,474,000
Belgium		906,000		796,000		1,900,000		1,903,000
United Kingdom		754,000		1,288,000		2,222,000		1,031,000
Canada		1,036,000		339,000		717,000		822,000
Other countries, each of which represent less than 5% of total net sales		3,958,000		3,709,000		6,645,000		5,905,000
	$	19,712,000	$	19,433,000	$	40,200,000	$	34,482,000

Sales to Japan, the Netherlands, China and other countries are denominated in U.S. dollars and there are no material differences in gross margin in sales to different countries. Assets located outside of the United States of America totaled $11,169,000, $9,925,000 and $9,054,000 as of July 1, 2017, December 31, 2016 and January 2, 2016, respectively.

NOTE 12 – MAJOR CUSTOMERS

During the six months ended July 1, 2017 and July 2, 2016, the Company had a concentration in net sales to three customers. During fiscal year 2016, the Company had a concentration in net sales to two customers. As of January 2, 2016, the Company had a concentration in receivables due from two customers. Each customer’s concentration is as follows:

	Q2 2017				Q2 2016				2016				2015
	Net Sales		Trade Accounts Receivable		Net Sales		Trade Accounts Receivable		Net Sales		Trade Accounts Receivable		Net Sales		Trade Accounts Receivable
Customer A	$	983,000	$	148,000	$	1,926,000	$	546,000	$	4,296,000	$	531,000	$	2,798,000	$	192,000
Customer B	$	1,121,000	$	394,000	$	1,086,000	$	469,000	$	1,996,000	$	306,000	$	1,941,000	$	654,000
Customer C	$	1,078,000	$	458,000	$	1,160,000	$	455,000	$	2,142,000	$	322,000	$	2,387,000	$	531,000

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NOTE 13 – PRODUCT GROUP INFORMATION

The Company’s product groups are based on specific product characteristics and are grouped into bioprocessing, laboratory products and operating room disposable products. Bioprocessing and laboratory products consist primarily of (1) hollow fiber membrane devices that allow components retained by a membrane to be concentrated, including filters utilized for micro and ultra-filtration separations that are sold to biotech and pharmaceutical companies (2) membranes used to concentrate, separate and purify dissolved or suspended molecules that are sold primarily to laboratories. Operating room disposable products consist of sterile plastic surgical drapes and cloth bandages that are used primarily by hospitals.

Revenue by product group for the six months ended July 1, 2017 and July 2, 2016 (unaudited) and for the fiscal years ended 2016 and 2015 is as follows:

	Six months ended July 1, 2017		Six months ended July 2, 2016		Fiscal Year 2016		Fiscal Year 2015
	(Unaudited)		(Unaudited)				Restated
Bioprocessing products	$	14,569,000	$	14,300,000	$	30,108,000	$	25,118,000
Laboratory products	$	3,955,000	$	3,886,000	$	7,657,000	$	7,275,000
Operating room disposable products	$	1,188,000	$	1,247,000	$	2,435,000	$	2,089,000
	$	19,712,000	$	19,433,000	$	40,200,000	$	34,482,000

NOTE 14 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	Six months ended July 1, 2017		Six months ended July 2, 2016		Fiscal Year 2016		Fiscal Year 2015
	(Unaudited)		(Unaudited)				Restated
Cash paid for:
Income taxes	$	618,000	$	1,087,000	$	2,411,000	$	1,431,000
Interest (restated for 2015)	$	418,000	$	442,000	$	862,000	$	763,000

NOTE 15 – VALUATION AND QUALIFYING ACCOUNTS

	Fiscal period	Balance at beginning of period		Provision charged to expense			Net recoveries (charge-offs)			Balance at end of period
Doubtful accounts:	Q2 2017	$	138,000	$	4,000		$	(1,000	)	$	141,000
	2016	$	167,000	$	39,000		$	(68,000	)	$	138,000
	2015	$	49,000	$	118,000		$	—		$	167,000
Sales returns & allowances:	Q2 2017	$	59,000	$	—		$	—		$	59,000
	2016	$	59,000	$	—		$	—		$	59,000
	2015	$	135,000	$	(76,000	)	$	—		$	59,000
Slow moving and obsolete inventory:	Q2 2017	$	1,093,000	$	256,000		$	(111,000	)	$	1,238,000
	2016	$	849,000	$	363,000		$	(119,000	)	$	1,093,000
	2015	$	890,000	$	140,000		$	(121,000	)	$	849,000
Net deferred tax assets (restated for 2015):	Q2 2017		1,165,000	$	—		$	—		$	1,165,000
	2016	$	982,000	$	183,000		$	—		$	1,165,000
	2015	$	844,000	$	138,000		$	—		$	982,000

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NOTE 16 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through October 12, 2017 which is the date the combined financial statements were available to be issued. Based upon this evaluation, other than subsequent events previously disclosed in the footnotes, no events required disclosure in or adjustment to the combined financial statements, other than the following:

The Company received a demand letter in May 2017 on behalf of a former employee of the Company. The Company has tendered the demand to its insurance carrier and believes it is insured for this type of claim, subject to a $50,000 deductible. A rebuttal letter was submitted by the Company on July 21, 2017. No recognition of this issue has been recorded as any liability is not reasonably estimateable and would likely not be material.

On August 1, 2017, the Company completed the merger with Repligen Corporation pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 22, 2017, by and among the Company and Repligen Corporation. The merger will be accounted for as a purchase of a business under ASC 805, Business Combinations. The merger was funded through payment of approximately $122.6 million in cash, an estimated working capital adjustment of $1.2 million, and 6,153,995 shares of the Repligen’s common stock totaling $247.6 million for a total purchase price of $371.4 million.

The following tables shows the comparative revenue, subtracting sales to Repligen for the six month periods ending June 30, 2016 and June 30, 2017:

	For Six Months Ended
	June 30, 2017			June 30, 2016
Total revenue, reported		19,712,000			19,433,000
(Less: Sales to Repligen)		(983,000	)		(1,926,000	)
Total revenue, adjusted		18,729,000			17,507,000

The Company is in the process of commencing operations in the new subsidiary that will operate in South Korea.

23

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS:

Introduction	2
Pro Forma Combined Condensed Consolidated Balance Sheet as of June 30, 2017 (Unaudited)	3
Pro Forma Combined Condensed Consolidated Statements of Income For the Year Ended December 31, 2016 (Unaudited)	4
Pro Forma Combined Condensed Consolidated Statements of Income For the Six Months Ended June 30, 2017 (Unaudited)	5
Notes to Pro Forma Condensed Combined Consolidated Financial Statements	6-9

1

INTRODUCTION

On June 22, 2017, Repligen Corporation (“Repligen”) agreed to acquire Spectrum, Inc (“Spectrum”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the “Agreement”), by and among Repligen and Spectrum (such acquisition, the “Spectrum Acquisition”).

Spectrum’s business consists of three product groups (i) bioprocessing, (ii) original equipment manufacturing, or OEM, and (iii) operating room disposables. The bioprocessing unit sells membranes, membrane devices and other products used by customers at pharmaceutical, diagnostic and biotechnology companies, universities, government institutions and non-profit organizations. These products are originally used for life science research and high technology applications with some applications growing into good manufacturing practices, or GMP, for diagnostics and pharmaceuticals. The OEM unit supplies separations devices to companies developing proprietary products for cell therapy, cell expansion, implants and molecular/ micro filtration for in vivo and ex-vivo applications. The disposable operating room unit sells orthopedic and arthroscopic drapes, sterile microscope covers, tissue carriers and other disposables to hospital and clinic operating rooms.

The Spectrum Acquisition will be accounted for as a purchase of a business under ASC 805, Business Combinations. The purchase price of the Spectrum Acquisition will consist of $122.6 million in cash, an estimated working capital adjustment of $1.2 million, and 6,153,995 common shares totaling $247.6 million for a total purchase price of $371.4 million.

The accompanying unaudited pro forma condensed combined financial statements for the year ended December 31, 2016 combine the historical consolidated financial statements of Repligen, and those of TangenX Technology Corporation (“TangenX”), which Repligen acquired on December 14, 2016 (the “TangenX Acquisition”) with the historical financial information of Spectrum after giving effect to (i) the TangenX Acquisition and (ii) the Spectrum Acquisition. The unaudited pro forma condensed combined statements of operations combine Repligen’s operating results for the six months and year ended, June 30, 2017 and December 31, 2016, respectively, with the operating results of TangenX for the period from January 1, 2016 to December 14, 2016 and Spectrum for the six months and year ended, July 1, 2017 and December 31, 2016, respectively. The unaudited pro forma condensed combined balance sheet combines the balances of Repligen as of June 30, 2017 with the balances of Spectrum as of July 1, 2017. The unaudited pro forma condensed combined statements of operations give effect to the TangenX Acquisition and the Spectrum Acquisition as if such acquisitions had occurred on January 1, 2016, and the unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on June 30, 2017. The unaudited pro forma condensed combined financial information includes all material pro forma adjustments necessary for this purpose that are directly attributable to the TangenX Acquisition and the Spectrum Acquisition and are factually supportable. The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of Repligen Corporation which are presented in the Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017 (File No. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 4, 2017 (File No. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 3, 2017 (File No. 000-14656), the historical unaudited interim financial statements of TangenX for the period ended September 30, 2016, filed on March 1, 2017 (File No. 000-14656) and the financial statements of Spectrum that are presented as exhibits to this Form 8-K/A.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the acquisition had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined company. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

2

Repligen Corporation

Pro Forma Combined Condensed Consolidated Balance Sheet

June 30, 2017

(Unaudited)

(in thousands, except share and share data)	Repligen			Spectrum		Pro Forma Adjustments			Notes	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	142,207		$	10,071	$	(122,850	)	(a), (p), (ad)	$	29,428
Marketable securities		2,744			12		—				2,756
Accounts receivable, net		22,115			5,755		(155	)	(g)		27,715
Other receivables		534			331		(75	)	(g)		790
Inventories		26,085			8,912		3,677		(b)		38,674
Prepaid expenses and other current assets		2,260			557		—				2,817
Total current assets		195,945			25,638		(119,403	)			102,180
Property and equipment, net		15,996			16,746		(10,937	)	(n), (ac)		21,805
Due from related party		—			3,032		(3,032	)	(ad)		—
Intangible assets, net		29,013			—		120,080		(c)		149,093
Goodwill		60,979			1,122		263,635		(d)		325,736
Restricted cash		450			—		—				450
Deferred tax asset		—			1,165		(1,165	)	(i), (w), (y), (x), (ab)		—
Other assets		6,380			77		—				6,457
Total assets	$	308,763			47,780		249,178				605,721
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	6,951		$	1,064	$	(67	)	(g)	$	7,948
Accrued liabilities		9,568			2,792		4,388		(q), (s), (aa)		16,748
Line of credit		—			1,400		(1,400	)	(p)		—
Current maturities of long-term debt		—			531		(531	)	(p)		—
Current maturities of capital leases		—			5,935		(5,935	)	(n)		—
Current portion of accrued interest on capital leases		—			90		(90	)	(n)		—
Total current liabilities		16,519			11,812		(3,635	)			24,696
Convertible senior notes		97,228			—		—				97,228
Long-term debt, net of current maturities		—			1,373		(1,373	)	(p)		—
Capital leases, net of current maturities		—			5,914		(5,914	)	(n)		—
Accrued interest on capital leases, net of current portion		—			23		(23	)	(n)		—
Deferred tax liabilities		2,457			576		28,937		(e), (aa), (ab)		31,970
Other long-term liabilities		1,616			24		—				1,640
Total liabilities		117,820			19,722		17,992				155,534
Stockholders’ equity:
Preferred stock		—									—
Common stock		341					62		(f)		403
Additional paid-in capital		247,628			10,424		237,089		(f)		495,141
Accumulated other comprehensive loss		(8,671	)		—		—				(8,671	)
Accumulated (deficit) earnings		(48,355	)		17,634		(5,965	)	(f), (g), (i), (q), (s), (w), (x), (y)		(36,686	)
Total stockholders’ equity		190,943			28,058		231,186				450,187
Total liabilities and stockholders’ equity	$	308,763		$	47,780	$	249,178			$	605,721

3

Repligen Corporation

Pro Forma Combined Condensed Consolidated Statements of Income

For the Year Ended December 31, 2016

(Unaudited)

(in thousands, except share and per share data)	Historical Repligen Year Ended December 31, 2016			Historical TangenX Period From January 1, 2016 to December 14, 2016			Historical Spectrum Year Ended December 31, 2016			TangenX Pro Forma Adjustments			Notes	Spectrum Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue	$	104,541		$	5,687		$	40,200		$	—			$	(4,290	)	(j)	$	146,138
Cost of product revenue		47,117			3,270			18,902			(868	)	(l), (o)		(4,561	)	(j), (m), (n)		63,860
Gross profit		57,424			2,417			21,298			868				271				82,278
Research and development		7,355			1			1,995			(202	)	(o)		—				9,149
Sales, general and administrative		30,853			3,781			11,892			(1,004	)	(c), (o), (r)		8,320		(c), (m), (n), (t)		53,842
Contingent consideration		3,242			—			—			—				—				3,242
Change in fair value of put option liability		—			1,143			—			(1,143	)	(ae)		—				—
Loss on remeasurement of foreign currencies		—			—			264			—				—				264
Total operating expenses		41,450			4,925			14,151			(2,349	)			8,320				66,497
Operating income (loss)		15,974			(2,508	)		7,147			3,217				(8,049	)			15,781
Other expense, net		(4,282	)		—			(654	)		(174	)	(h)		(122	)	(h), (n)		(5,232	)
Income (loss) before income taxes		11,692			(2,508	)		6,493			3,043				(8,171	)			10,549
Income tax expense		11			544			2,131			2,882		(u), (y)		(2,693	)	(y), (z)		2,875
Net income (loss)		11,681			(3,052	)		4,362			161				(5,478	)			7,674
Net income per share:
Basic	$	0.35																$	0.19
Diluted	$	0.34																$	0.19
Weighted average common shares outstanding:
Basic		33,572,883													6,153,995		(k)		39,726,878
Diluted		34,098,898													6,153,995		(k)		40,252,893

4

Repligen Corporation

Pro Forma Combined Condensed Consolidated Statements of Income

For the Six Months Ended June 30, 2017

(Unaudited)

(in thousands, except share and per share data)	Repligen Six Months Ended June 30, 2017			Spectrum Six Months Ended June 30, 2017			Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue	$	63,045		$	19,712		$	(983	)	(j)	$	81,774
Cost of product revenue		27,926			9,537			(1,342	)	(j), (m), (n), (l)		36,121
Gross profit		35,119			10,175			359				45,653
Research and development		3,602			1,226			—				4,828
Sales, general and administrative		20,367			6,766			741		(c), (m), (n), (q), (t),(r)		27,874
Gain on remeasurement of foreign currencies		—			(475	)		—				(475	)
Total operating expenses		23,969			7,517			741				32,227
Operating income (loss)		11,150			2,658			(382	)			13,426
Other expense, net		(3,429	)		(540	)		(62	)	(h), (n)		(4,031	)
Income (loss) before income taxes		7,721			2,118			(444	)			9,395
Income tax (benefit) provision		(3,785	)		680			(480	)	(y), (v)		(3,585	)
Net income (loss)		11,506			1,438			36				12,980
Net income per share:
Basic	$	0.34									$	0.32
Diluted	$	0.33									$	0.32
Weighted average common shares outstanding:
Basic		33,995,323						6,153,995		(k)		40,149,318
Diluted		34,715,797						6,153,995		(k)		40,869,792

5

Repligen Corporation

Notes to Pro Forma Condensed Combined Consolidated Financial Statements

As of June 30, 2017 and for the Six Months Ended June 30, 2017

and the Year Ended December 31, 2016

NOTES TO UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of the Transaction

On June 22, 2017, Repligen Corporation (“Repligen”) agreed to acquire Spectrum, Inc (“Spectrum”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the “Agreement”), by and among Repligen and Spectrum (such acquisition, the “Spectrum Acquisition”).

The Spectrum Acquisition will be accounted for as a purchase of a business under ASC 805, “Business Combinations.” The purchase price of the Spectrum Acquisition will consist of $122.6 million in cash, an estimated working capital adjustment of $1.2 million, and 6,153,995 common shares totaling $247.6 million for a total purchase price of $371.4 million.

2. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements combine the historical consolidated financial statements of Repligen Corporation and those of TangenX Technology Corporation (“TangenX”), which we acquired on December 14, 2016 (the “TangenX Acquisition”) the historical financial information of Spectrum after giving effect to (i) the TangenX acquisition and (ii) the Spectrum Acquisition, in each case using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, “Business Combinations”, and applying the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statements of operations combine Repligen’s operating results for the six months and year ended, June 30, 2017 and December 31, 2016, respectively, with the operating results of TangenX for the period from January 1, 2016 through December 14, 2016, and with the operating results of Spectrum for the six months and year ended, July 1, 2017 and December 31, 2016, respectively. The unaudited pro forma condensed combined balance sheet combines the balances of Repligen as of June 30, 2017 with the balances of Spectrum as of July 1, 2017. The unaudited pro forma condensed combined statements of operations give effect to the TangenX Acquisition and the Spectrum Acquisition as if such acquisitions had occurred on January 1, 2016, and the unaudited pro forma condensed combined balance sheet gives effect to the Spectrum Acquisition as if it had occurred on June 30, 2017.    

The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combinations, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combinations. The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of Repligen Corporation which are presented in the Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017 (File No. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 4, 2017 (File No. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 3, 2017 (File No. 000-14656), the historical unaudited interim financial statements of TangenX for the period ended September 30, 2016, filed on March 1, 2017 (File No. 000-14656) and the financial statements of Spectrum that are presented as exhibits to this Form 8-K. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the acquisition had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined Company. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

3. Estimated consideration and preliminary purchase price allocation

Repligen accounted for the Spectrum Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of the Spectrum were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $371.4 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 closing of the transaction. 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.

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The total consideration transferred follows (in thousands):

Cash consideration	$	122,578
Equity consideration	$	247,575
Add: estimated working capital adjustment	$	1,218
Net assets acquired	$	371,371

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

Fair Value of Net Assets Acquired

Repligen has performed a preliminary valuation analysis of the fair market value of Spectrum’s assets to be acquired and liabilities to be assumed. Using the total consideration for the Spectrum Acquisition, Repligen has estimated the allocations to such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of August 1, 2017 (in thousands):

Cash and cash equivalents	$	10,006
Accounts receivable	$	5,071
Inventory	$	12,785
Other Assets	$	642
Fixed assets	$	5,517
Deferred income tax asset	$	1,073
Customer relationships	$	78,400
Developed technology	$	38,560
Trademark and tradename	$	2,160
Non-competition agreements	$	960
Goodwill	$	272,815
Deferred income tax liability - related to intangibles	$	(45,476	)
Accrued liabilities	$	(10,687	)
Unrecognized tax benefit	$	(455	)
Fair value of net assets acquired	$	371,371

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and income statement and is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined when Repligen has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include, but not be limited to: (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as trade names, technology and customer relationships as well as goodwill and (3) other changes to assets and liabilities.

7

Proforma Adjustment Footnotes

(a) To record an adjustment to cash of $122.6 million for the estimated cash portion of the transaction price.

(b) This adjustment represents the estimated step-up of Spectrum’s inventory by $3.7 million from the carrying value. The fair value calculation is preliminary and subject to change. After the acquisition, the step-up in inventory fair value of $3.7 million will increase cost of sales as the inventory is sold. This increase is not reflected in the pro forma condensed combined statements of operations because it does not have a continuing impact.

(c) Reflects the adjustment of intangible assets acquired by Repligen to their estimated fair values of $120.1 million, with a continuing annual amortization impact of $7.7 million. As part of the preliminary valuation analysis, Repligen identified intangible assets, including developed technology, customer relationships, and trade names. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts Repligen will calculate after completing a detailed valuation analysis, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. Additionally, this represents an adjustment to add $758 thousand of intangible asset amortization related to the TangenX Acquisition for the period from January 1, 2016 to December 14, 2016.

(d) Reflects adjustment to remove Spectrum’s historical goodwill of $1.1 million and record goodwill associated with the Spectrum acquisition.

(e) To reflect the deferred tax liabilities resulting from the acquisition. The estimated increase in deferred tax liabilities of $45.5 million stems primarily from the fair value adjustments for non-deductible intangible assets based on an estimated tax rate of 35%. This estimate of deferred income tax balances is preliminary and subject to change based on management’s final determination of the fair value of assets acquired and liabilities assumed by jurisdiction.

(f) Represents the elimination of the historical equity of Spectrum, and the increase to common stock and additional paid in capital resulting from the issuance of 6,153,995 shares of common stock at a price of $40.23 for the equity portion of the transaction price. The par value of common stock is $0.01 and results in a $62 thousand increase to common stock. The value in excess of par, or $247.5 million is recognized in additional paid-in capital.

(g) Represents the elimination of pre-existing accounts receivable, other receivables, and accounts payable between Spectrum and Repligen. The adjustment results in a decrease to accounts receivable of $155 thousand for Spectrum receivables from Repligen, a decrease to other receivables of $75 thousand for Repligen receivables from Spectrum, and a $67 thousand decrease to accounts payable for amounts Repligen owed to Spectrum, with the difference resulting in an increase to accumulated deficit of $163 thousand.

(h) To adjust investment income to reflect foregone investment earnings on cash used to fund the acquisition. This results in reductions to other income by $174 thousand related to TangenX for the period from January 1, 2016 to December 14, 2016, $748 thousand related to Spectrum for the year ended December 31, 2016 and $374 thousand related to Spectrum for the six months ended June 30, 2017. Foregone returns were calculated by applying the US Treasury Bill rate to the cash portion of the purchase price for each acquisition.

(i) This adjustment reflects the elimination of Repligen’s deferred tax asset valuation allowance. The acquisition of Spectrum results in the recognition of deferred tax liabilities of approximately $45.5 million related primarily to amortizable intangible assets. Because Spectrum will be included in Repligen’s consolidated tax return following the acquisition, Repligen has determined that the deferred tax liabilities related to the acquisition provide sufficient taxable income to realize the full amount of Repligen’s deferred tax assets of $21.3 million. However, the income tax benefit of $10.2 million related to the reduction in Repligen’s valuation allowance is not reflected in the pro forma statement of operations because it will not have a continuing impact.

(j) To adjust for intercompany revenue and cost of goods sold related to the sale of Spectrum products to Repligen, totaling $4.3 million for the year ended December 31, 2016 and $983 thousand for the six months ended June 30, 2017.

(k) Represents the increase to common stock from the issuance of 6,153,995 shares of common stock at a price of $40.23 for the equity portion of the transaction price.

(l) To adjust cost of goods sold by $59 thousand and $224 thousand for the portion of the TangenX inventory step-up recognized in Repligen’s historical income statement for the post-acquisition period from December 15, 2016 to December 31, 2016 and the six months ended June 30, 2017, respectively, as it will not have a continuing impact.

(m) To reflect ongoing lease expense due to re-negotiation of leases tied to the transaction closing, assuming the transaction occurred on January 1, 2016. Savings are estimated at $740 thousand and $370 thousand for the year ended December 31, 2016 and six months ended June 30, 2017, respectively, and have been allocated to cost of revenue and SG&A at a 60/40 split.

8

(n) To remove capital leases on the historical Spectrum balance sheet as of June 30, 2017, due to changes in the underlying lease terms required as a condition of closing, resulting in operating lease classification going forward. This adjustment results in net balance sheet reductions of $11.1 million, $11.8 million, and $113 thousand to the PP&E, short and long term capital lease liability, and short and long term accrued interest liability, respectively, as of June 30, 2017. The corresponding income statement impact for the year ended December 31, 2016 results in adjustments to reduce depreciation and interest expense by $237 thousand and $626 thousand, respectively, and to increase rent expense by $610 thousand. These adjustments reduced cost of revenue by $167 thousand, SG&A by $205 thousand and other expense by $626 thousand for the year ended December 31, 2016. The corresponding income statement impact for the six months ended June 30, 2017 results in adjustments to reduce depreciation and interest expense by $119 thousand and $312 thousand, respectively, and to increase rent expense by $305 thousand. These adjustments reduced cost of revenue by $84 thousand, SG&A by $102 thousand and other expense by $312 thousand for the six months ended June 30, 2017.

(o) To adjust for $1.8 million of bonus expense paid upon the closing of the TangenX acquisition as it will not have a continuing impact. This amount was allocated 12% to R&D, 45% to SG&A and 44% to cost of revenue based on functional department allocations.

(p) Reflects the cash repayment from Spectrum to pay off all debt arrangements prior to the closing of the acquisition, which was a condition of closing.

(q) To adjust for estimated transaction costs of $7.2 million in connection with the Spectrum acquisition. Transaction costs incurred through June 30, 2017 totaling approximately $3.0 million have been reflected as an adjustment to the income statement for the six months ended June 30, 2017. $4.2M of estimated transaction costs yet to be incurred in the historical financial statements as of June 30, 2017 are reflected in the consolidated balance sheet as an adjustment to accrued liabilities and retained earnings; these items have not been reflected in the income statement as they do not have a continuing impact.

(r) To adjust for $935k and $402k of transaction costs related to the TangenX acquisition recognized in the historical Repligen income statements for the year ended December 31, 2016 and six months ended June 30, 2017, respectively, as these costs will not have a continuing impact.

(s) To adjust for bonuses totaling $470 thousand with four key executives tied to integration activities related to the transaction. The adjustment is reflected as an increase to accrued expenses and accumulated deficit. The pro forma statement of operations does not reflect the adjustment as it will not have a continuing impact on operations.

(t) This pro forma adjustment represents stock based compensation expense increases of $740 thousand and $370 thousand for the year ended December 31, 2016 and six months ended June 30, 2017, respectively, related to service and performance based restricted stock units issued to four key executives as part of the Agreement. The fair value of the awards is based on a stock price of $40.23, and will be recognized over post-combination service periods ranging from two to three years assuming the service and performance conditions are achieved.

(u) As explained in Note i, the acquisition of Spectrum will result in the reversal of the Company’s valuation allowance. This adjustment is to add back the 2016 partial valuation allowance reversal recorded by Repligen in the amount of $2.0 million since the combined group will not require a valuation allowance on the deferred tax assets.

(v) To record an adjustment of $172 thousand to reverse the tax expense impact from the change in the deferred tax liability from pre-existing Goodwill. The valuation allowance would not have been reversed if the Spectrum acquisition was not completed.

(w) Represents the adjustment to deferred tax assets and retained earnings of $5.3 million as a result of implementing the provisions of ASU 2016-09. This adjustment is required due to the reversal of the valuation allowance on Repligen’s deferred tax assets.

(x) To record the adjustment to deferred tax assets and retained earnings of $766 thousand related to transaction costs incurred by Repligen.

(y) Adjustment of $(2.8) million and $0.9 million for Spectrum Pro Forma Adjustments and TangenX Pro Forma adjustments, respectively, for the year ended December 31, 2016, represents the tax effect of pro forma adjustments. Adjustment of $(0.3) million for Spectrum for the six months ended June 30, 2017 represents the tax effect of pro forma adjustments.

(z) To record the $97 thousand combined tax effect of R&D credits generated by the combined group and eliminate deductions for domestic production activities no longer taken due to the application of net operating loss carryforwards for the year ended December 31, 2016 resulting from the acquisition of Spectrum by Repligen.

(aa) To record the adjustment to accrued liabilities and deferred tax liabilities of $262 thousand related to impact of using Repligen net operating losses against Spectrum tax liability and impact of recalculating Spectrum AMT liabilities.

(ab) Reflects pro forma adjustments to reclassify long term deferred tax assets to long term deferred tax liabilities as after netting, by tax jurisdiction, the combined group will be in a net deferred tax liability position.

(ac) To record an increase to property, plant and equipment of $126 thousand to reflect a fair market value of the buildings owned by Spectrum in the Netherlands and Japan.

(ad) To remove a related party receivable of $3.0 million that was required to be settled in cash prior to the closing of the acquisition.

(ae) To adjust operating expenses for the change in value of put option related to TangenX shares which was directly related to the TangenX acquisition and non-recurring in nature.

9