v3.26.1
Business Combination
 6 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On March 4, 2026, the Company acquired UK Biocentre Limited (“UK Biocentre”), for a purchase price of approximately $27.5 million, net of cash acquired, including the $2.5 million estimated fair value of contingent consideration as of the measurement date. UK Biocentre is a provider of sample management, sample storage and high-
throughput sample processing services in the United Kingdom. The Company paid a total cash purchase price of $11.0 million, as adjusted for cash acquired.

Components of the purchase price as set forth below (in thousands):

Purchase PriceFair Value
Cash paid at closing$14,455 
Transaction bonus paid on March 27, 20261,329 
Preexisting contractual liability settlement13,841 
Transaction expenses133 
Contingent consideration2,483 
$32,241 
UK Biocentre cash balance at closing
$4,767 
Purchase price, net of cash acquired$27,474 
Cash paid, net of cash acquired$11,017 

The Company had a preexisting contractual relationship with UK Biocentre which was settled as part of the business combination. As a result, the Company recognized $3.9 million of non-cash gain from the settlement, which is included in “Other income, net” on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026. The settlement of a $13.8 million payable to the Company under this preexisting contractual relationship is included in the $27.5 million purchase price.

UK Biocentre is eligible to receive a contingent cash payment of $2.5 million if and when a UK Biocentre contract with one of its key customers is renewed no later than September 28, 2028. Based on a long-term partnership and the customer's reliance on specialized services provided by UK Biocentre, the Company determined that the contract renewal is highly probable. Pursuant to ASC 805, Business Combinations (“ASC 805”), the Company estimated the fair value of the contingent consideration to equal the $2.5 million payment amount and recorded a $2.5 million liability within “Accrued expenses and other current liabilities” on the Condensed Consolidated Balance Sheets as of March 31, 2026. Each quarter, the Company is required to remeasure the fair value of this liability as assumptions change over time and any resulting adjustments in the fair value of this liability will be recorded in “Operating expenses” in the Company’s Consolidated Statements of Operations. The initial fair value measurement of the contingent consideration was based on significant inputs not observable in the market and classified within Level 3 of the fair value hierarchy described further in Note 2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2025 Annual Report on Form 10-K and in Note 13, Fair Value Measurements below.

The purchase price was allocated to UK Biocentre’s tangible and identifiable intangible assets acquired and liabilities assumed based on the estimated fair values as of March 4, 2026, as set forth below (in thousands):

Purchase Price Allocation Fair Value
Accounts Receivable$2,053 
Inventory846 
Other assets795 
Operating lease right-of-use assets3,176 
Property and Equipment22,263 
Identifiable Intangible Assets:
Trademarks1,039 
Accounts Payable(930)
Accruals(3,708)
Operating lease liabilities(3,176)
Goodwill5,116 
Total purchase price, net of cash acquired$27,474 
In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, and historical financial performance and estimates of future performance of UK Biocentre’s business. The allocation of the purchase price is preliminary as the Company continues to gather information supporting the acquired assets and liabilities. As part of the purchase price allocations, the Company determined the identifiable intangible assets were trademarks. The fair value of the intangible asset was estimated using the income approach, specifically the relief from royalty method for trademarks. The cash flows used in this estimate were based on estimates used to price the transaction, and the discount rate applied was benchmarked to the implied rate of return from the transaction and the weighted average cost of capital. The estimated useful life of trademarks is 7 years. The intangible assets acquired are expected to be amortized over the estimated useful life that approximate the pattern in which the economic benefits are expected to be realized. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recorded in connection with the transaction largely reflects the expansion of Sample Repository Services in Europe. The goodwill is not expected to be deductible for income tax purposes.
The Company did not present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial. UK Biocentre’s results of operations are reported in the Company’s Sample Management Solutions (“SMS”) segment from the date of acquisition.