8-K
Azenta, Inc. (AZTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 30, 2025
Azenta, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25434 | 04-3040660 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission File<br> Number) | (IRS Employer<br> Identification No.) |
200 Summit Drive, Burlington, MA 01803
(Address of principal executive offices and Zip Code)
(888) 229-3682
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | AZTA | The Nasdaq Stock Market LLC |
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. ☐
Item 2.02 Results of Operations and Financial Condition
On February 5, 2025, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the first quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the stockholders of the Company was held on January 30, 2025. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2025 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 17, 2024. The results are as follows:
| 1. | Election of Directors | ||
|---|---|---|---|
| Nominees | For | Withhold | Broker Non-Votes |
| --- | --- | --- | --- |
| Frank E. Casal | 40,270,036 | 1,118,898 | 2,108,951 |
| William L. Cornog | 40,704,931 | 684,003 | 2,108,951 |
| Robyn C. Davis | 40,014,750 | 1,374,184 | 2,108,951 |
| Dipal Doshi | 40,704,986 | 683,948 | 2,108,951 |
| Quentin Koffey | 40,428,183 | 960,751 | 2,108,951 |
| Martin Madaus | 35,483,624 | 5,905,310 | 2,108,951 |
| Alan J. Malus | 40,436,417 | 952,517 | 2,108,951 |
| John P. Marotta | 40,714,271 | 674,663 | 2,108,951 |
| Erica J. McLaughlin | 40,883,928 | 505,006 | 2,108,951 |
| Tina S. Nova | 40,879,808 | 509,126 | 2,108,951 |
| 2. | Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 40,649,757 | 228,004 | 511,173 | 2,108,951 |
| 3. | Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2025 fiscal year. | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 43,348,676 | 124,367 | 24,842 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT<br> NUMBER | DESCRIPTION |
|---|---|
| 99.1 | Earnings press release issued on February 5, 2025 by Azenta, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| AZENTA, INC. | |
|---|---|
| /s/ Jason W. Joseph | |
| Date: February 5, 2025 | Jason W. Joseph |
| Senior Vice President, General Counsel and Secretary |
ex_753324.htm
Exhibit 99.1
Azenta Reports First Quarter Results for Fiscal 2025, Ended December 31, 2024
BURLINGTON, Mass., February 5, 2025 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the first quarter ended December 31, 2024.
The results of B Medical Systems are treated as discontinued operations and reflected in total diluted EPS, following the Company’s announcement in the fourth fiscal quarter of 2024 of its intention to pursue a sale.
| Quarter Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in millions, except per share data | December 31, | September 30, | December 31, | Change | |||||||||||
| 2024 | 2024 | 2023 | Prior Qtr | Prior Yr. | |||||||||||
| Revenue from Continuing Operations | $ | 148 | $ | 151 | $ | 142 | (2 | )% | 4 | % | |||||
| Organic growth | 4 | % | |||||||||||||
| Sample Management Solutions | $ | 81 | $ | 85 | $ | 79 | (4 | )% | 3 | % | |||||
| Multiomics | $ | 66 | $ | 66 | $ | 63 | 0 | % | 6 | % | |||||
| Diluted EPS Continuing Operations | $ | (0.21 | ) | $ | (0.00 | ) | $ | (0.13 | ) | NM | (63 | )% | |||
| Diluted EPS Total | $ | (0.29 | ) | $ | (0.10 | ) | $ | (0.28 | ) | NM | (5 | )% | |||
| Non-GAAP Diluted EPS Continuing Operations | $ | 0.08 | $ | 0.22 | $ | 0.08 | (64 | )% | (1 | )% | |||||
| Adjusted EBITDA - Continuing Operations | $ | 13 | $ | 18 | $ | 7 | (25 | )% | 89 | % | |||||
| Adjusted EBITDA Margin - Continuing Operations | 9.0 | % | 11.8 | % | 5.0 | % |
Management Comments
"Our first quarter results represent a strong start to fiscal 2025 as we see positive momentum in the demand for our unique offering of Sample Management Solutions and Multiomics services”, stated John Marotta, President and CEO. "Starting the year like this gives us confidence in the strength of our unique market positioning, value proposition and ability to continue evolving to our customers' needs while delivering profitable growth. We continue to see the benefit of our transformation initiatives and our free cash flow was strong. We are encouraged by the progress we are making.”
First Quarter Fiscal 2025 Results - Continuing Operations
| ● | Revenue was $148 million, up 4% year over year. Organic revenue, which excludes a nominal impact from foreign exchange, was also up 4% year over year. The year-over-year revenue increase was attributable to higher Multiomics and Sample Management Solutions revenues. |
|---|---|
| ● | Sample Management Solutions revenue was $81 million, up 3% year over year. |
| --- | --- |
| o | Organic revenue grew 2%, mainly driven by higher revenues in Sample Repository Solutions and Core Products, particularly in Consumables and Instruments and Clinical and Cryogenic Stores Systems. |
| --- | --- |
| ● | Multiomics revenue was $66 million, up 6% year over year. |
| --- | --- |
| o | Organic revenue also grew 6% year over year, primarily driven by growth in Next Generation Sequencing and Gene Synthesis, partially offset by a year-over-year decline in Sanger Sequencing. |
| --- | --- |
Summary of GAAP Earnings Results - Continuing Operations
| ● | Operating loss was $11 million. Operating margin was (7.7%), up 380 basis points year over year. |
|---|---|
| o | Gross margin was 46.6%, up 300 basis points year over year, driven by higher revenue, favorable sales mix, operational efficiencies, lower amortization costs, and certain non-recurring items recorded in the same period last year. |
| --- | --- |
| o | Operating expenses were $80 million, up 3% year over year, driven by higher selling, general and administrative expenses, partially offset by lower research and development costs, as well as lower restructuring charges. |
| --- | --- |
| ● | Other income included $4 million of net interest income versus $10 million in the prior year period. |
| --- | --- |
| ● | Diluted EPS from continuing operations was ($0.21) compared to ($0.13) in the first quarter of fiscal year 2024. Diluted EPS from discontinued operations was ($0.09). Total diluted EPS was ($0.29), compared to ($0.28) a year ago. |
| --- | --- |
Summary of Non-GAAP Earnings Results - Continuing Operations
| ● | Adjusted operating loss was $0.2 million. Adjusted operating margin was (0.2%), an improvement of 260 basis points year over year. |
|---|---|
| o | Adjusted gross margin was 47.6%, up 270 basis points compared to the first quarter of fiscal 2024, primarily driven by higher revenue, favorable sales mix, operating efficiencies and certain non-recurring items recorded in the same period last year. |
| --- | --- |
| o | Adjusted operating expense in the quarter was $70 million, up 4% year over year, primarily driven by higher selling, general and administrative expenses, partially offset by lower research and development costs. |
| --- | --- |
| ● | Adjusted EBITDA was $13 million, and Adjusted EBITDA margin was 9.0%, an improvement of 400 basis points year over year. |
| --- | --- |
| ● | Non-GAAP Diluted EPS was $0.08, compared to $0.08 one year ago. |
Cash and Liquidity as of December 31, 2024
| ● | The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $530 million, which includes $27 million of cash held in discontinued operations. |
|---|---|
| ● | Operating cash flow was $30 million in the quarter. Capital expenditures were $8 million, and free cash flow (cash flow from operations less capital expenditures) was $22 million. |
| --- | --- |
1
Guidance for Continuing Operations for Full Year Fiscal 2025
| ● | The Company is reiterating its revenue guidance for fiscal year 2025: |
|---|---|
| o | Total organic revenue is expected to grow in the range of 3% to 5% relative to fiscal 2024. |
| --- | --- |
| o | Adjusted EBITDA margin expansion is expected to be approximately 300 basis points relative to fiscal 2024. |
| --- | --- |
Azenta does not provide forward-looking guidance on a GAAP basis for the measures on which it provides forward-looking non-GAAP guidance as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, are dependent on various factors, are out of the company's control, or cannot be reasonably predicted. Such adjustments include, but are not limited to, transformation costs, restructuring charges, costs related to acquisitions and divestitures costs, governance-related matters, goodwill and intangible impairments, and other gains and charges that are not representative of the normal operations of the business.
Conference Call and Webcast
Azenta management will webcast its first quarter fiscal 2025 earnings conference call today at 8:30 a.m. Eastern Time. During the call, Company management will respond to questions concerning, but not limited to, the Company's financial performance, business conditions and industry outlook. Management's responses could contain information that has not been previously disclosed.
The call will be broadcast live over the Internet and, together with presentation materials referenced on the call, will be hosted at the Investor Relations section of Azenta's website at https://investors.azenta.com/events and will be archived online on this website for convenient on-demand replay.
Regulation G – Use of Non-GAAP financial Measures
The Company supplements its GAAP financial measures with certain non-GAAP financial measures to provide investors a better perspective on the results of business operations, which the Company believes is more comparable to the similar analyses provided by its peers. These measures are not presented in accordance with, nor are they a substitute for, U.S. generally accepted accounting principles, or GAAP. These measures should always be considered in conjunction with appropriate GAAP measures. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included at the end of this release following the consolidated balance sheets and statements of operations. Certain amounts in the tables that supplement the consolidated financial statements may not sum due to rounding. All percentages are calculated using unrounded amounts.
“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934
Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. Forward-looking statements include but are not limited to statements about our revenue and earnings expectations, our ability to realize margin improvement from cost reductions, and our ability to deliver financial success in the future and otherwise related to future operating or financial performance and opportunities. Factors that could cause results to differ from our expectations include the following: our ability to reduce costs effectively; the volatility of the life sciences markets the Company serves; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; the inability of customers to make payments to us when due; price competition; disputes concerning intellectual property; uncertainties in global political and economic conditions; and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, Current Reports on Form 8-K and our Quarterly Reports on Form 10-Q. As a result, we can provide no assurance that our future results will not be materially different from those projected. Azenta expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstance on which any such statement is based. Azenta undertakes no obligation to update the information contained in this press release.
About Azenta Life Sciences
Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, and Barkey.
Azenta is headquartered in Burlington, Massachusetts, with operations in North America, Europe, and Asia. For more information, please visit www.azenta.com.
AZENTA INVESTOR CONTACTS:
Yvonne Perron
Vice President, Financial Planning & Analysis and Investor Relations
ir@azenta.com
Sherry Dinsmore
sherry.dinsmore@azenta.com
2
AZENTA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
| | Three Months Ended | |||||
|---|---|---|---|---|---|---|
| | December 31, | |||||
| | 2024 | 2023 | ||||
| Revenue | | | ||||
| Products | $ | 43,827 | $ | 43,707 | ||
| Services | 103,683 | 98,018 | ||||
| Total revenue | 147,510 | 141,725 | ||||
| Cost of revenue | | | ||||
| Products | 25,334 | 26,783 | ||||
| Services | 53,505 | 53,199 | ||||
| Total cost of revenue | 78,839 | 79,982 | ||||
| Gross profit | 68,671 | 61,743 | ||||
| Operating expenses | | | ||||
| Research and development | 6,380 | 7,313 | ||||
| Selling, general and administrative | 73,213 | 69,889 | ||||
| Restructuring charges | 431 | 786 | ||||
| Total operating expenses | 80,024 | 77,988 | ||||
| Operating loss | (11,353 | ) | (16,245 | ) | ||
| Other income | | | ||||
| Interest income, net | 4,298 | 9,955 | ||||
| Other income, net | 1,203 | 518 | ||||
| Loss before income taxes | (5,852 | ) | (5,772 | ) | ||
| Income tax expense | 3,569 | 1,420 | ||||
| Loss from continuing operations | (9,421 | ) | (7,192 | ) | ||
| Loss from discontinued operations, net of tax | (3,919 | ) | (8,532 | ) | ||
| Net loss | $ | (13,340 | ) | $ | (15,724 | ) |
| Basic net loss per share: | | | ||||
| Loss from continuing operations | $ | (0.21 | ) | $ | (0.13 | ) |
| Loss from discontinued operations, net of tax | (0.09 | ) | (0.15 | ) | ||
| Basic net loss per share | $ | (0.29 | ) | $ | (0.28 | ) |
| Diluted net loss per share: | | | ||||
| Loss from continuing operations | $ | (0.21 | ) | $ | (0.13 | ) |
| Loss from discontinued operations, net of tax | (0.09 | ) | (0.15 | ) | ||
| Diluted net loss per share | $ | (0.29 | ) | $ | (0.28 | ) |
| Weighted average shares used in computing net loss per share: | | | ||||
| Basic | 45,626 | 56,709 | ||||
| Diluted | 45,626 | 56,709 |
3
AZENTA, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
| September 30, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Current assets | | ||||
| Cash and cash equivalents | 377,494 | $ | 280,030 | ||
| Short-term marketable securities | 85,951 | 151,162 | |||
| Accounts receivable, net of allowance for expected credit losses (5,182 and 5,349, respectively) | 155,038 | 156,273 | |||
| Inventories | 81,006 | 78,923 | |||
| Short-term restricted cash | 2,080 | 2,069 | |||
| Prepaid expenses and other current assets | 72,140 | 75,456 | |||
| Current assets held for sale | 72,573 | 88,894 | |||
| Total current assets | 846,282 | 832,807 | |||
| Property, plant and equipment, net | 149,666 | 155,622 | |||
| Long-term marketable securities | 29,533 | 49,454 | |||
| Long-term deferred tax assets | 627 | 837 | |||
| Operating lease right-of-use assets | 60,460 | 60,406 | |||
| Goodwill | 672,906 | 691,409 | |||
| Intangible assets, net | 115,822 | 125,042 | |||
| Other assets | 7,310 | 10,670 | |||
| Noncurrent assets held for sale | 158,604 | 173,794 | |||
| Total assets | 2,041,210 | $ | 2,100,041 | ||
| Liabilities and stockholders' equity | | ||||
| Current liabilities | | ||||
| Accounts payable | 31,740 | $ | 33,344 | ||
| Deferred revenue | 41,018 | 30,493 | |||
| Accrued warranty and retrofit costs | 4,973 | 5,213 | |||
| Accrued compensation and benefits | 28,405 | 27,785 | |||
| Accrued customer deposits | 26,833 | 22,324 | |||
| Accrued income taxes payable | 6,931 | 9,266 | |||
| Accrued expenses and other current liabilities | 38,965 | 46,364 | |||
| Current liabilities held for sale | 23,602 | 30,050 | |||
| Total current liabilities | 202,467 | 204,839 | |||
| Long-term tax reserves | 408 | 398 | |||
| Long-term deferred tax liabilities | 18,668 | 18,084 | |||
| Long-term operating lease liabilities | 54,341 | 56,683 | |||
| Other long-term liabilities | 8,229 | 8,874 | |||
| Noncurrent liabilities held for sale | 38,131 | 42,196 | |||
| Total liabilities | 322,244 | 331,074 | |||
| | | ||||
| Stockholders' equity | | ||||
| Preferred stock, 0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding | — | — | |||
| Common stock, 0.01 par value - 125,000,000 shares authorized, 59,153,757 shares issued and 45,691,888 shares outstanding at December 31, 2024; 59,031,953 shares issued and 45,570,084 shares outstanding at September 30, 2024 | 592 | 590 | |||
| Additional paid-in capital | 511,068 | 505,958 | |||
| Accumulated other comprehensive loss | (55,237 | ) | (13,464 | ) | |
| Treasury stock, at cost - 13,461,869 shares at December 31, 2024 and September 30, 2024 | (200,956 | ) | (200,956 | ) | |
| Retained earnings | 1,463,499 | 1,476,839 | |||
| Total stockholders' equity | 1,718,966 | 1,768,967 | |||
| Total liabilities and stockholders' equity | 2,041,210 | $ | 2,100,041 |
All values are in US Dollars.
4
AZENTA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
| | Three Months Ended December 31, | |||||
|---|---|---|---|---|---|---|
| | 2024 | 2023 | ||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (13,340 | ) | $ | (15,724 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | ||||
| Depreciation and amortization | 18,100 | 21,866 | ||||
| Provision for bad debts and inventory reserve | 1,470 | (121 | ) | |||
| Stock-based compensation | 5,112 | 3,202 | ||||
| Amortization and accretion on marketable securities | (541 | ) | (704 | ) | ||
| Deferred income taxes | 457 | (7,317 | ) | |||
| Loss on disposals of property, plant and equipment | (8 | ) | 266 | |||
| Changes in operating assets and liabilities: | | | ||||
| Accounts receivable | 4,850 | 2,830 | ||||
| Inventories | (4,646 | ) | 4,929 | |||
| Accounts payable | (2,602 | ) | 2,442 | |||
| Deferred revenue | 10,462 | (321 | ) | |||
| Accrued warranty and retrofit costs | 174 | (554 | ) | |||
| Accrued compensation and tax withholdings | 650 | (979 | ) | |||
| Accrued restructuring costs | (566 | ) | (90 | ) | ||
| Other assets and liabilities | 11,056 | 4,031 | ||||
| Net cash provided by operating activities | 30,628 | 13,756 | ||||
| Cash flows from investing activities | ||||||
| Purchases of property, plant and equipment | (8,580 | ) | (11,291 | ) | ||
| Purchases of marketable securities | (40,754 | ) | — | |||
| Sales and maturities of marketable securities | 125,590 | 110,316 | ||||
| Net cash provided by investing activities | 76,256 | 99,025 | ||||
| Cash flows from financing activities | ||||||
| Payments of finance leases | (215 | ) | (198 | ) | ||
| Withholding tax payments on net share settlements on equity awards | — | (2 | ) | |||
| Share repurchases | — | (112,953 | ) | |||
| Excise tax payment for settled share repurchases | (4,911 | ) | — | |||
| Net cash used in financing activities | (5,126 | ) | (113,153 | ) | ||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | (8,311 | ) | 24,548 | |||
| Net increase in cash, cash equivalents and restricted cash | 93,447 | 24,176 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 320,990 | 684,045 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 414,437 | $ | 708,221 | ||
| Supplemental disclosures: | | | ||||
| Cash (refund) paid for income taxes, net | (6,148 | ) | 2,599 | |||
| Purchases of property, plant and equipment included in accounts payable and accrued expenses | 3,249 | 2,164 | ||||
| Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets | | | ||||
| | December 31, | September 30, | ||||
| --- | --- | --- | --- | --- | ||
| | 2024 | 2024 | ||||
| Cash and cash equivalents of continuing operations | $ | 377,494 | $ | 280,030 | ||
| Cash included in current assets held for sale | 26,544 | 30,899 | ||||
| Short-term restricted cash | 2,080 | 2,069 | ||||
| Long-term restricted cash included in other assets | 8,319 | 7,992 | ||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | 414,437 | $ | 320,990 |
5
Notes on Non-GAAP Financial Measures - Continuing Operations
Non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management adjusts the GAAP results for the impact of amortization of intangible assets, restructuring charges, purchase price accounting adjustments and charges related to M&A, non-recurring costs related to the Company’s business transformation initiatives and share repurchases to provide investors better perspective on the results of operations which the Company believes is more comparable to the similar analysis provided by its peers. Management also excludes special charges and gains, such as impairment losses, gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure.
| Quarter Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | December 31, 2023 | |||||||||||||
| **** | per diluted | **** | per diluted | **** | per diluted | ||||||||||
| Amounts in thousands, except per share data | share | share | share | ||||||||||||
| Net loss from continuing operations | ) | $ | (0.21 | ) | ) | $ | (0.00 | ) | ) | $ | (0.13 | ) | |||
| Adjustments: | |||||||||||||||
| Amortization of completed technology | 0.03 | 0.04 | 0.03 | ||||||||||||
| Amortization of other intangible assets | 0.10 | 0.09 | 0.09 | ||||||||||||
| Transformation costs^(1)^ | 0.07 | 0.09 | 0.00 | ||||||||||||
| Restructuring and restructuring related charges | 0.01 | 0.02 | 0.01 | ||||||||||||
| Merger and acquisition costs and costs related to share repurchase^(2)^ | 0.03 | 0.00 | 0.08 | ||||||||||||
| Tax adjustments^(3)^ | 0.01 | 0.00 | 0.03 | ||||||||||||
| Tax effect of adjustments | 0.03 | ) | (0.04 | ) | ) | (0.04 | ) | ||||||||
| Non-GAAP adjusted net income from continuing operations | $ | 0.08 | $ | 0.20 | $ | 0.08 | |||||||||
| Stock based compensation, pre-tax | 0.11 | 0.03 | 0.05 | ||||||||||||
| Tax rate | % | — | % | — | % | — | |||||||||
| Stock-based compensation, net of tax | 0.09 | 0.03 | 0.06 | ||||||||||||
| Non-GAAP adjusted net income excluding stock-based compensation - continuing operations | $ | 0.17 | $ | 0.23 | $ | 0.14 | |||||||||
| Shares used in computing non-GAAP diluted net income per share | 45,626 | 53,175 | 56,709 |
All values are in US Dollars.
| ^(1)^ | Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ^(2)^ | Includes expenses related to governance-related matters. | ||||||||
| --- | --- | ||||||||
| ^(3)^ | Tax adjustments during all periods include adjustments to tax benefits related to stock compensation. These adjustments are recognized in the period of vesting for US GAAP but included in the annual effective tax rate for Non-GAAP reporting. | ||||||||
| --- | --- | ||||||||
| Quarter Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | September 30, | December 31, | |||||||
| Dollars in thousands | 2024 | 2024 | 2023 | ||||||
| GAAP net loss | $ | (13,340 | ) | $ | (4,985 | ) | $ | (15,724 | ) |
| Less: Loss from discontinued operations | (3,919 | ) | (4,897 | ) | (8,532 | ) | |||
| GAAP net loss from continuing operations | (9,421 | ) | (88 | ) | (7,192 | ) | |||
| Adjustments: | |||||||||
| Interest income, net | (4,298 | ) | (5,532 | ) | (9,955 | ) | |||
| Income tax expense | 3,569 | 2,017 | 1,420 | ||||||
| Depreciation | 7,474 | 7,275 | 7,420 | ||||||
| Amortization of completed technology | 1,500 | 2,096 | 1,856 | ||||||
| Amortization of other intangible assets | 4,573 | 4,841 | 5,371 | ||||||
| Earnings before interest, taxes, depreciation and amortization - Continuing operations | $ | 3,397 | $ | 10,609 | $ | (1,080 | ) |
6
| Quarter Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | ||||||||||
| Dollars in thousands | 2024 | 2024 | 2023 | |||||||||
| Earnings before interest, taxes, depreciation and amortization - Continuing operations | $ | 3,397 | $ | 10,609 | $ | (1,080 | ) | |||||
| Adjustments: | ||||||||||||
| Stock-based compensation | 4,872 | 1,649 | 3,001 | |||||||||
| Restructuring charges | 431 | 851 | 786 | |||||||||
| Merger and acquisition costs and costs related to share repurchase^(1)^ | 1,570 | 53 | 4,321 | |||||||||
| Transformation costs^(2)^ | 3,046 | 4,572 | 41 | |||||||||
| Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations | $ | 13,316 | $ | 17,734 | $ | 7,069 | ||||||
| ^(1)^ | Includes expenses related to governance-related matters. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. | |||||||||||
| --- | --- | |||||||||||
| Quarter Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Dollars in thousands | December 31, 2024 | September 30, 2024 | December 31, 2023 | |||||||||
| GAAP gross profit | $ | 68,671 | 46.6 | % | $ | 69,587 | 46.1 | % | $ | 61,743 | 43.6 | % |
| Adjustments: | ||||||||||||
| Amortization of completed technology | 1,500 | 1.0 | % | 2,096 | 1.4 | % | 1,856 | 1.3 | % | |||
| Transformation costs^(1)^ | 52 | 0.0 | % | 145 | 0.1 | % | — | — | % | |||
| Other adjustment | 6 | 0.0 | % | — | — | % | — | — | % | |||
| Non-GAAP adjusted gross profit | $ | 70,229 | 47.6 | % | $ | 71,828 | 47.6 | % | $ | 63,599 | 44.9 | % |
| ^(1)^ | Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. | |||||||||||
| --- | --- |
7
| Sample Management Solutions | Multiomics | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter Ended | Quarter Ended | |||||||||||||||||||||||
| December 31, | September 30, | December 31, | December 31, | September 30, | December 31, | |||||||||||||||||||
| Dollars in thousands | 2024 | 2024 | 2023 | 2024 | 2024 | 2023 | ||||||||||||||||||
| GAAP gross profit | $ | 38,114 | 46.9 | % | $ | 39,543 | 46.6 | % | $ | 33,272 | 42.1 | % | $ | 30,557 | 46.1 | % | $ | 30,044 | 45.5 | % | $ | 28,471 | 45.4 | % |
| Adjustments: | ||||||||||||||||||||||||
| Amortization of completed technology | 639 | 0.8 | % | 1,056 | 1.2 | % | 816 | 1.0 | % | 861 | 1.3 | % | 1,040 | 1.6 | % | 1,039 | 1.7 | % | ||||||
| Transformation costs^(1)^ | 52 | 0.1 | % | 145 | 0.2 | % | — | — | % | — | — | % | — | — | % | — | — | % | ||||||
| Other adjustment | 5 | 0.0 | % | — | — | % | — | — | % | 1 | — | % | — | — | % | — | — | % | ||||||
| Non-GAAP adjusted gross profit | $ | 38,810 | 47.8 | % | $ | 40,744 | 48.0 | % | $ | 34,088 | 43.1 | % | $ | 31,419 | 47.4 | % | $ | 31,084 | 47.1 | % | $ | 29,510 | 47.1 | % |
| Segment Total | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Quarter Ended | ||||||||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||||||
| Dollars in thousands | 2024 | 2024 | 2023 | |||||||||||||||||||||
| GAAP gross profit | $ | 68,671 | 46.6 | % | $ | 69,587 | 46.1 | % | $ | 61,743 | 43.6 | % | ||||||||||||
| Adjustments: | ||||||||||||||||||||||||
| Amortization of completed technology | 1,500 | 1.0 | % | 2,096 | 1.4 | % | 1,855 | 1.3 | % | |||||||||||||||
| Transformation costs^(1)^ | 52 | 0.0 | % | 145 | 0.1 | % | — | — | % | |||||||||||||||
| Other adjustment | 6 | 0.0 | % | — | — | % | — | — | % | |||||||||||||||
| Non-GAAP adjusted gross profit | $ | 70,229 | 47.6 | % | $ | 71,828 | 47.6 | % | $ | 63,598 | 44.9 | % | ||||||||||||
| ^(1)^ | Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. | |||||||||||||||||||||||
| --- | --- |
8
| Sample Management Solutions | Multiomics | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter Ended | Quarter Ended | |||||||||||||||||||||||||
| December 31, | September 30, | December 31, | December 31, | September 30, | December 31, | |||||||||||||||||||||
| Dollars in thousands | 2024 | 2024 | 2023 | 2024 | 2024 | 2023 | ||||||||||||||||||||
| GAAP operating income (loss) | $ | 1,562 | $ | 8,865 | $ | (1,483 | ) | $ | (3,387 | ) | $ | (1,714 | ) | $ | (4,302 | ) | ||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Amortization of completed technology | 639 | 1,056 | 816 | 861 | 1,040 | 1,039 | ||||||||||||||||||||
| Amortization of other intangible assets | 13 | 18 | 51 | — | — | — | ||||||||||||||||||||
| Transformation costs^(1)^ | 103 | 145 | — | — | — | — | ||||||||||||||||||||
| Restructuring charges | — | — | — | 23 | — | — | ||||||||||||||||||||
| Rounding adjustment | — | — | — | — | 1 | — | ||||||||||||||||||||
| Non-GAAP adjusted operating income (loss) | $ | 2,317 | $ | 10,084 | $ | (616 | ) | $ | (2,503 | ) | $ | (673 | ) | $ | (3,263 | ) | ||||||||||
| Total Segments | Corporate | Total | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Quarter Ended | Quarter Ended | Quarter Ended | ||||||||||||||||||||||||
| December 31, | September 30, | December 31, | December 31, | September 30, | December 31, | December 31, | September 30, | December 31, | ||||||||||||||||||
| Dollars in thousands | 2024 | 2024 | 2023 | 2024 | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||||
| GAAP operating income (loss) | $ | (1,825 | ) | $ | 7,151 | $ | (5,785 | ) | $ | (9,528 | ) | $ | (10,148 | ) | $ | (10,460 | ) | $ | (11,353 | ) | $ | (2,997 | ) | $ | (16,245 | ) |
| Adjustments: | ||||||||||||||||||||||||||
| Amortization of completed technology | 1,500 | 2,096 | 1,855 | — | — | 1 | 1,500 | 2,096 | 1,856 | |||||||||||||||||
| Amortization of other intangible assets | 13 | 18 | 51 | 4,560 | 4,823 | 5,320 | 4,573 | 4,841 | 5,371 | |||||||||||||||||
| Transformation costs^(1)^ | 103 | 145 | — | 2,943 | 4,427 | 41 | 3,046 | 4,572 | 41 | |||||||||||||||||
| Restructuring charges | 23 | — | — | 408 | 851 | 786 | 431 | 851 | 786 | |||||||||||||||||
| Merger and acquisition costs and costs related to share repurchase^(2)^ | — | — | — | 1,570 | 53 | 4,321 | 1,570 | 53 | 4,321 | |||||||||||||||||
| Other adjustment | — | 1 | — | 9 | 1 | (1 | ) | 9 | 2 | (1 | ) | |||||||||||||||
| Non-GAAP adjusted operating income (loss) | $ | (186 | ) | $ | 9,411 | $ | (3,879 | ) | $ | (38 | ) | $ | 7 | $ | 8 | $ | (224 | ) | $ | 9,418 | $ | (3,871 | ) | |||
| ^(1)^ | Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs in the period result from actions taken as part of the Company’s 2024 transformation plan and primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| ^(2)^ | Includes expenses related to governance-related matters. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| Sample Management Solutions | Multiomics | Azenta Total | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Quarter Ended | Quarter Ended | Quarter Ended | ||||||||||||||||||||||||
| December 31, | December 31, | **** | **** | **** | December 31, | December 31, | **** | **** | **** | December 31, | December 31, | **** | **** | **** | ||||||||||||
| Dollars in millions | 2024 | 2023 | Change | 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||||||||
| Revenue | $ | 81 | $ | 79 | 3 | % | $ | 66 | $ | 63 | 6 | % | $ | 148 | $ | 142 | 4 | % | ||||||||
| Currency exchange rates | 0 | — | (1 | )% | 0 | — | (0 | )% | 0 | — | (0 | )% | ||||||||||||||
| Organic revenue | $ | 81 | $ | 79 | 2 | % | $ | 66 | $ | 63 | 6 | % | $ | 147 | $ | 142 | 4 | % |
9