Form 8-K - Current report

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): May 8, 2024

Azenta, Inc.

(Exact name of registrant as specified in its charter)


Delaware	0-25434	04-3040660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(978) 262-2400

(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 May 8, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

99.1		Press release issued on May 8, 2024 by Azenta, Inc.

104		Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) 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: May 8, 2024	Jason W. Joseph
	Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Azenta Reports Second Quarter Results for Fiscal 2024, Ended March 31, 2024

BURLINGTON, Mass., May 8, 2024 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the second quarter ended March 31, 2024.


	Quarter Ended
Dollars in millions, except per share data	March 31,		December 31,		March 31,		Change
	2024		2023		2023		Prior Qtr		Prior Yr.
Revenue from Continuing Operations	$	159	$	154	$	148	3	%	7	%
Organic growth									7	%
Sample Management Solutions	$	74	$	79	$	71	(6)	%	4	%
Multiomics	$	62	$	63	$	62	(1)	%	(0)	%
B Medical Systems	$	23	$	13	$	15	81	%	51	%

Diluted EPS Continuing Operations	$	(2.47)	$	(0.28)	$	(0.03)	nm		nm
Diluted EPS Total	$	(2.47)	$	(0.28)	$	(0.07)	nm		nm

Non-GAAP Diluted EPS Continuing Operations	$	0.05	$	0.02	$	(0.06)	102	%	184	%
Adjusted EBITDA - Continuing Operations	$	9	$	5	$	(2)	107	%	493	%
Adjusted EBITDA Margin - Continuing Operations		5.9%		3.0%		(1.6)%

Management Comments

“We saw continued momentum in the second quarter with strong organic revenue growth, and improved profitability as a result of our ongoing cost reduction and transformation initiatives,” stated Steve Schwartz, President and CEO. “This marks our fourth consecutive quarter of positive free cash flow. And as noted during our Investor Day in March, we are confident in our position and the market opportunity which we are uniquely positioned to capture.”

Second Quarter Fiscal 2024 Results

●

Revenue was $159 million, up 7% year over year. Organic revenue, which excludes the impacts from foreign exchange, was also up 7% year over year, with a nominal benefit from foreign exchange tailwinds. The year-over-year revenue increase was attributable to higher B Medical Systems (“B Medical”) and Sample Management Solutions revenues. The combined Sample Management Solutions and Multiomics business segments grew 2% on an organic basis. The Consumables and Instruments (“C&I”) product line remained a headwind to growth in the second quarter, largely attributable to instruments softness. Excluding the C&I product line, organic revenue grew 9% year-over-year.

●

Sample Management Solutions revenue was $74 million, up 4% year over year.

oOrganic revenue grew 3%, mainly driven by continued strength in large-automated Store Systems and Sample Repository Solutions, partially offset by a year-over-year revenue

decline in the C&I product line. Excluding the C&I product line, the segment grew 8% on an organic basis.

●

Multiomics revenue was $62 million, flat year over year.

oOrganic revenue grew 1% year over year, primarily driven by growth in Gene Synthesis services, partially offset by a year-over-year decline in Sanger sequencing revenue.

●

B Medical Systems revenue was $23 million, up 51% year over year.

oOrganic revenue grew 49% year over year. The better-than-expected revenue in the quarter was mainly due to the materialization of additional cold chain solution orders received during the period.

Summary of GAAP Earnings Results

●

Operating loss was $147 million. Operating margin was (92.3%), compared to (8.7%) in the second quarter fiscal year 2023.

oGross margin was 39.8%, an improvement of 400 basis points year over year, mainly driven by higher revenue.

o

Operating expenses were $210 million, up 218% year over year, and included a $111.3 million non-cash goodwill impairment charge related to the B Medical segment and a $4.7 million non-cash intangible asset impairment charge related to the discontinuation of the sample sourcing product offering (a product line within the Sample Management Solutions segment), as well as costs for restructuring and transformation. The year-over-year increase was driven by the goodwill and intangible asset impairments, transformation costs, and higher restructuring costs, partially offset by a prior year one-time non-cash benefit of $17 million related to the reversal of the fair value of B Medical contingent consideration.

●

Other income included $9.6 million of net interest income versus $10.4 million in the prior year period.

●

Diluted EPS from continuing operations was ($2.47) compared to ($0.03) in the second quarter of fiscal year 2023. 

Summary of Non-GAAP Earnings Results

●

Operating loss was $6 million. Operating margin was (3.6%), an improvement of 530 basis points year over year.

o

Gross margin was 44.3%, an improvement of 310 basis points year over year, mainly driven by higher revenue and operating efficiency.

o

Operating expense in the quarter was $76 million, up 3% year over year, primarily driven by the year-over-year increase in stock-based compensation and higher commissions expense in B Medical which offset the benefit from cost reduction actions.

o

Adjusted EBITDA was $9 million, and Adjusted EBITDA margin was 5.9%, an improvement of 750 basis points year over year.

●

Diluted EPS was $0.05, compared to ($0.06) one year ago.

Cash and Liquidity as of March 31, 2024

●

The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $975 million.

●

Operating cash flow was $8 million in the quarter. Capital expenditures were $7 million, and free cash flow (cash flow from operations less capital expenditures) was $2 million.

Share Repurchase Program Update

●

In the second quarter, the Company repurchased 1.2 million shares for $73.9 million under a 10b5-1 trading program.

●

As of March 31, 2024, the Company repurchased 20.9 million shares of common stock for $1.025 billion under the 2022 Repurchase Authorization. In fiscal year 2024, the Company intends to complete the full capacity of the $1.5 billion share repurchase authorization announced in November 2022.

Guidance for Continuing Operations for Full Year Fiscal 2024

●

The Company is lowering revenue guidance for fiscal year 2024 while raising earnings guidance:

o

Total revenue is now expected to be in the range of $659 to $671 million due to the timing of B Medical revenue.

o

Total organic revenue in the range of down 1% to up 1% relative to fiscal year 2023.

o

Adjusted EBITDA margin expansion is expected to be approximately 300 basis points.

o

Non-GAAP diluted earnings per share is expected to be in the range of $0.27 to $0.37.

Conference Call and Webcast

Azenta management will webcast its second quarter fiscal 2024 earnings conference call today at 4:30 p.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. In addition, Participants may access the call using the following. online registration link. Registrants will receive confirmation containing dial in details and a unique conference call code for entry.

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 perspective on the results of business operations, which the Company believes is 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, statements of operations and statements of cash flows. 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; our ability to successfully invest the cash proceeds from the sale of our Semiconductor Automation business; 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 circumstances 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, Barkey, and B Medical Systems.

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

AZENTA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share data)


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Revenue
Products	$	59,017	$	51,917	$	112,410	$	137,715
Services		100,117		96,484		201,041		189,052
Total revenue		159,134		148,401		313,451		326,767
Cost of revenue
Products		41,658		40,009		78,496		94,108
Services		54,091		55,156		110,058		105,558
Total cost of revenue		95,749		95,165		188,554		199,666
Gross profit		63,385		53,236		124,897		127,101
Operating expenses
Research and development		8,707		8,520		17,200		16,056
Selling, general and administrative		78,314		73,339		156,890		165,891
Impairment of goodwill and intangible assets		115,975		—		115,975		—
Contingent consideration - fair value adjustments		—		(17,145)		—		(17,145)
Restructuring charges		7,344		1,499		8,464		2,961
Total operating expenses		210,340		66,213		298,529		167,763
Operating loss		(146,955)		(12,977)		(173,632)		(40,662)
Other income
Interest income, net		9,565		10,394		19,646		21,059
Other income (expense), net		250		(2,668)		932		(1,523)
Loss before income taxes		(137,140)		(5,251)		(153,054)		(21,126)
Income tax benefit		(260)		(3,260)		(450)		(7,900)
Income (loss) from continuing operations		(136,880)		(1,991)		(152,604)		(13,226)
Loss from discontinued operations, net of tax		—		(2,936)		—		(2,936)
Net loss	$	(136,880)	$	(4,927)	$	(152,604)	$	(16,162)

Basic net loss per share:
Income (loss) from continuing operations	$	(2.47)	$	(0.03)	$	(2.72)	$	(0.19)
Loss from discontinued operations, net of tax		—		(0.04)		—		(0.04)
Basic net loss per share	$	(2.47)	$	(0.07)	$	(2.72)	$	(0.23)
Diluted net loss per share:
Income (loss) from continuing operations	$	(2.47)	$	(0.03)	$	(2.72)	$	(0.19)
Loss from discontinued operations, net of tax		—		(0.04)		—		(0.04)
Diluted net loss per share	$	(2.47)	$	(0.07)	$	(2.72)	$	(0.23)
Weighted average shares used in computing net loss per share:
Basic		55,440		69,111		56,078		70,858
Diluted		55,440		69,111		56,078		70,858

AZENTA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)


	March 31,		September 30,
	2024		2023

Assets
Current assets
Cash and cash equivalents	$	353,491	$	678,910
Short-term marketable securities		468,220		338,873
Accounts receivable, net of allowance for expected credit losses ($6,844 and $8,057, respectively)		154,668		156,535
Inventories		122,351		128,198
Derivative asset		350		13,036
Short-term restricted cash		3,089		4,650
Prepaid expenses and other current assets		87,897		98,754
Total current assets		1,190,066		1,418,956
Property, plant and equipment, net		200,905		205,744
Long-term marketable securities		143,018		111,338
Long-term deferred tax assets		925		571
Operating lease right-of-use assets		69,662		66,580
Goodwill		681,140		784,339
Intangible assets, net		267,626		294,301
Other assets		10,155		3,891
Total assets	$	2,563,497	$	2,885,720
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	37,319	$	35,796
Deferred revenue		38,323		34,614
Accrued warranty and retrofit costs		9,745		10,223
Accrued compensation and benefits		27,985		33,911
Accrued customer deposits		21,772		17,707
Accrued income taxes payable		10,706		7,378
Short-term operating lease liability		10,802		9,499
Accrued expenses and other current liabilities		46,347		61,800
Total current liabilities		202,999		210,928
Long-term tax reserves		377		380
Long-term deferred tax liabilities		62,267		67,301
Long-term operating lease liabilities		63,374		60,436
Other long-term liabilities		11,609		12,175
Total liabilities		340,626		351,220
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, 68,464,925 shares issued and 54,614,041 shares outstanding at March 31, 2024, 71,294,247 shares issued and 57,832,378 shares outstanding at September 30, 2023		681		713
Additional paid-in capital		999,333		1,156,160
Accumulated other comprehensive loss		(41,728)		(62,426)
Treasury stock, at cost - 13,850,884 shares at March 31, 2024 and 13,461,869 shares at September 30, 2023		(223,820)		(200,956)
Retained earnings		1,488,405		1,641,009
Total stockholders' equity		2,222,871		2,534,500
Total liabilities and stockholders' equity	$	2,563,497	$	2,885,720

AZENTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)


	Six Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net loss	$	(152,604)	$	(16,162)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		44,214		42,140
Impairment of goodwill and intangible assets		115,975		—
Non-cash write-offs of assets		6,966		—
Stock-based compensation		8,804		6,096
Contingent consideration adjustment		—		(17,145)
Amortization and accretion on marketable securities		(2,084)		(5,284)
Deferred income taxes		(9,456)		(20,843)
Purchase accounting impact on inventory		—		5,781
Loss on disposals of property, plant and equipment		260		31
Changes in operating assets and liabilities:
Accounts receivable		2,922		23,925
Inventories		7,975		(11,504)
Accounts payable		936		(5,677)
Deferred revenue		3,379		3,625
Accrued warranty and retrofit costs		(714)		622
Accrued compensation and tax withholdings		(6,153)		(21,797)
Accrued restructuring costs		1,454		820
Other assets and liabilities		12,913		(23,798)
Net cash provided by (used in) operating activities		34,787		(39,170)
Cash flows from investing activities
Purchases of property, plant and equipment		(18,746)		(21,705)
Purchases of marketable securities		(345,447)		(233,584)
Sales and maturities of marketable securities		190,504		728,171
Net investment hedge settlement		1,476		29,313
Acquisitions, net of cash acquired		—		(387,665)
Net cash provided by (used in) investing activities		(172,213)		114,530
Cash flows from financing activities
Payments of finance leases		(386)		(230)
Withholding tax payments on net share settlements on equity awards		—		(4,906)
Share repurchases		(186,834)		(500,000)
Net cash used in financing activities		(187,220)		(505,136)
Effects of exchange rate changes on cash and cash equivalents		4,721		60,355
Net decrease in cash, cash equivalents and restricted cash		(319,925)		(369,421)
Cash, cash equivalents and restricted cash, beginning of period		684,045		1,041,296
Cash, cash equivalents and restricted cash, end of period	$	364,120	$	671,875
Supplemental disclosures:
Cash paid for income taxes, net		5,008		35,286
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
		March 31,		September 30,
		2024		2023
Cash and cash equivalents of continuing operations	$	353,491	$	678,910
Short-term restricted cash		3,089		4,650
Long-term restricted cash included in other assets		7,540		485
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	364,120	$	684,045

Notes on Non-GAAP Financial Measures

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
	March 31, 2024					December 31, 2023					March 31, 2023
				per diluted					per diluted					per diluted
Amounts in thousands, except per share data	$			share		$			share		$			share
Net income (loss) from continuing operations	$	(136,880)		$	(2.47)	$	(15,724)		$	(0.28)	$	(1,991)		$	(0.03)
Adjustments:
Amortization of completed technology		6,373			0.11		5,627			0.10		4,901			0.07
Purchase accounting impact on inventory		—			—		—			—		2,912			0.04
Amortization of other intangible assets		6,654			0.12		6,862			0.12		7,509			0.11
Transformation costs ⁽¹⁾		4,446			0.08		41			0.00		10			0.00
Restructuring and restructuring related charges		7,344			0.13		1,120			0.02		1,499			0.02
Impairment of goodwill and intangible assets		115,975			2.09		—			—		—			—
Contingent consideration - fair value adjustments		—			—		—			—		(17,145)			(0.25)
Merger and acquisition costs and costs related to share repurchase⁽²⁾		426			0.01		4,321			0.08		19			0.00
Tax adjustments ⁽³⁾		1,659			0.03		1,858			0.03		56			0.00
Tax effect of adjustments		(3,200)			(0.06)		(2,688)			(0.05)		(1,934)			(0.03)
Non-GAAP adjusted net income from continuing operations	$	2,797		$	0.05	$	1,417		$	0.02	$	(4,164)		$	(0.06)
Stock based compensation, pre-tax		5,602			0.10		3,202			0.06		3,991			0.06
Tax rate		15	%		—		12	%		—		15	%		—
Stock-based compensation, net of tax		4,762			0.09		2,818			0.05		3,392			0.05
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations	$	7,559		$	0.14	$	4,235		$	0.07	$	(772)		$	(0.01)

Shares used in computing non-GAAP diluted net income per share		—			55,440		—			56,709		—			69,111


	Six Months Ended
	March 31, 2024					March 31, 2023
				per diluted					per diluted
Amounts in thousands, except per share data	$			share		$			share
Net loss from continuing operations	$	(152,604)		$	(2.72)	$	(13,226)		$	(0.19)
Adjustments:
Amortization of completed technology		12,000			0.21		9,070			0.13
Purchase accounting impact on inventory		—			—		5,781			0.08
Amortization of other intangible assets		13,516			0.24		14,882			0.21
Transformation costs⁽¹⁾		4,487			0.08		(55)			(0.00)
Restructuring and restructuring related charges		8,464			0.15		2,961			0.04
Impairment of goodwill and intangible assets		115,975			2.07		—			—
Contingent consideration - fair value adjustments		—			—		(17,145)			(0.24)
Merger and acquisition costs and costs related to share repurchase⁽²⁾		4,747			0.08		11,857			0.17
Indemnification asset release		—			—		(19)			(0.00)
Tax adjustments ⁽³⁾		3,517			0.06		(1,380)			(0.02)
Tax effect of adjustments		(5,888)			(0.10)		(7,934)			(0.11)
Non-GAAP adjusted net income from continuing operations	$	4,214		$	0.08	$	4,790		$	0.07
Stock-based compensation, pre-tax		8,804			0.16		6,217			0.09
Tax rate		15	%		—		15	%		—
Stock-based compensation, net of tax		7,483		$	0.13		5,284			0.07
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations	$	11,697		$	0.21	$	10,074		$	0.14

Shares used in computing non-GAAP diluted net income per share		—			56,078		—			70,858

(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 & 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. Tax adjustments for the six months ended March 31, 2024, exclude the impact of recording valuation allowance adjustments against U.S. deferred taxes in the amount of $0.7M. Tax adjustments for the quarter ended December 31, 2022, included a $1.3M increase to expense related to the exclusion of a benefit from an incentive tax rate change in China.


	Quarter Ended						Six Months Ended
	March 31,		December 31,		March 31,		March 31,		March 31,
Dollars in thousands	2024		2023		2023		2024		2023
GAAP net income (loss)	$	(136,880)	$	(15,724)	$	(4,927)	$	(152,604)	$	(16,162)
Less: Income (loss) from discontinued operations		—		—		(2,936)		—		(2,936)
GAAP net income (loss) from continuing operations		(136,880)		(15,724)		(1,991)		(152,604)		(13,226)
Adjustments:
Less: Interest income, net		(9,565)		(10,081)		(10,394)		(19,646)		(21,059)
Add / Less: Income tax (benefit) expense		(260)		(190)		(3,260)		(450)		(7,900)
Add: Depreciation		9,321		9,377		9,549		18,698		18,189
Add: Amortization of completed technology		6,373		5,627		4,901		12,000		9,070
Add: Amortization of other intangible assets		6,654		6,862		7,509		13,516		14,882
Earnings before interest, taxes, depreciation and amortization - Continuing operations	$	(124,357)	$	(4,129)	$	6,315	$	(128,486)	$	(44)


	Quarter Ended						Six Months Ended
	March 31,		December 31,		March 31,		March 31,		March 31,
Dollars in thousands	2024		2023		2023		2024		2023
Earnings before interest, taxes, depreciation and amortization - Continuing operations	$	(124,357)	$	(4,129)	$	6,315	$	(128,486)	$	(44)
Adjustments:
Add: Stock-based compensation		5,602		3,202		3,991		8,804		6,217
Add: Purchase accounting impact on inventory		—		—		2,912		—		5,781
Add: Restructuring and restructuring related charges		7,344		1,120		1,499		8,464		2,960
Add: Merger and acquisition costs and costs related to share repurchase⁽¹⁾		426		4,321		19		4,747		11,857
Add: Impairment of goodwill and intangible assets		115,975		—		—		115,975		—
Less: Contingent consideration - fair value adjustments		—		—		(17,145)		—		(17,145)
Less: Transformation costs⁽²⁾		4,446		41		10		4,487		(55)
Less: Indemnification asset release		—		—		—		—		(19)
Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations	$	9,436	$	4,555	$	(2,400)	$	13,991	$	9,552

(1)

Includes expenses related to governance-related matters.

(2)


	Quarter Ended
Dollars in thousands	March 31, 2024				December 31, 2023				March 31, 2023
GAAP gross profit	$	63,385	39.8	%	$	61,512	39.9	%	$	53,236	35.9	%
Adjustments:
Amortization of completed technology		6,373	4.0			5,627	3.6			4,901	3.3
Purchase accounting impact on inventory		—	—			—	—			2,912	2.0
Transformation costs⁽¹⁾		710	0.4			—	—			—	—
Non-GAAP adjusted gross profit	$	70,468	44.3	%	$	67,139	43.5	%	$	61,049	41.1	%


	Six Months Ended
Dollars in thousands	March 31, 2024				March 31, 2023
GAAP gross profit	$	124,897	39.8	%	$	127,101	38.9	%
Adjustments:
Amortization of completed technology		12,000	3.8			9,070	2.8
Purchase accounting impact on inventory		—	—			5,781	1.8
Transformation costs⁽¹⁾		710	0.2			—	—
Non-GAAP adjusted gross profit	$	137,607	43.9	%	$	141,951	43.4	%

(1)


	Sample Management Solutions												Multiomics
	Quarter Ended												Quarter Ended
	March 31,				December 31,				March 31,				March 31,				December 31,				March 31,
Dollars in thousands	2024				2023				2023				2024				2023				2023
GAAP gross profit	$	32,943	44.4	%	$	33,272	42.1	%	$	27,544	38.8	%	$	27,721	44.6	%	$	28,471	45.4	%	$	27,003	43.4	%
Adjustments:
Amortization of completed technology		1,027	1.4			816	1.0			933	1.3			1,040	1.7			1,039	1.7			1,226	2.0
Transformation costs⁽¹⁾		359	0.5			—	—			—	—			—	—			—	—			—	—
Non-GAAP adjusted gross profit	$	34,329	46.3	%	$	34,088	43.1	%	$	28,477	40.1	%	$	28,761	46.2	%	$	29,510	47.1	%	$	28,229	45.4	%


	B Medical Systems												Segment Total
	Quarter Ended												Quarter Ended
	March 31,				December 31,				March 31,				March 31,				December 31,				March 31,
Dollars in thousands	2024				2023				2023				2024				2023				2023
GAAP gross profit	$	2,721	11.9	%	$	(231)	(1.8)	%	$	(1,311)	(8.7)	%	$	63,385	39.8	%	$	61,512	39.9	%	$	53,236	35.9	%
Adjustments:
Amortization of completed technology		4,306	18.9			3,772	30.0			2,742	18.1			6,373	4.0			5,627	3.6			4,901	3.3
Purchase accounting impact on inventory		—	—			—	—			2,912	19.3			—	—			—	—			2,912	2.0
Transformation costs⁽¹⁾		351	1.5			—	—			—	—			710	0.4			—	—			—	—
Non-GAAP adjusted gross profit	$	7,378	32.4	%	$	3,541	28.1	%	$	4,343	28.7	%	$	70,468	44.3	%	$	67,139	43.5	%	$	61,049	41.1	%


	Sample Management Solutions								Multiomics
	Six Months Ended								Six Months Ended
Dollars in thousands	March 31, 2024				March 31, 2023				March 31, 2024				March 31, 2023
GAAP gross profit	$	66,215	43.2	%	$	59,579	40.7	%	$	56,192	45.0	%	$	54,719	44.4	%
Adjustments:
Amortization of completed technology		1,843	1.2			1,362	0.9			2,079	1.7			2,441	2.0
Transformation costs⁽¹⁾		359	0.2			—	—			—	—			—	—
Non-GAAP adjusted gross profit	$	68,417	44.7	%	$	60,942	41.6	%	$	58,271	46.6	%	$	57,160	46.3	%


	B Medical Systems								Segment Total
	Six Months Ended								Six Months Ended
Dollars in thousands	March 31, 2024				March 31, 2023				March 31, 2024				March 31, 2023
GAAP gross profit	$	2,490	7.0	%	$	12,803	22.5	%	$	124,897	39.8	%	$	127,101	38.9	%
Adjustments:
Amortization of completed technology		8,078	22.8			5,265	9.2			12,000	3.8			9,070	2.8
Purchase accounting impact on inventory and contracts acquired		—	—			5,781	10.2			—	—			5,781	1.8
Transformation costs⁽¹⁾		351	1.0			—	—			710	0.2			—	—
Non-GAAP adjusted gross profit	$	10,919	30.9	%	$	23,849	41.9	%	$	137,607	43.9	%	$	141,951	43.4	%

(1)


	Sample Management Solutions						Multiomics						B Medical Systems
	Quarter Ended						Quarter Ended						Quarter Ended
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
Dollars in thousands	2024		2023		2023		2024		2023		2023		2024		2023		2023
GAAP operating (loss) profit	$	(3,005)	$	(1,723)	$	(7,221)	$	(4,006)	$	(4,489)	$	(5,037)	$	(5,810)	$	(8,181)	$	(9,021)
Adjustments:
Amortization of completed technology		1,027		816		933		1,040		1,039		1,226		4,306		3,772		2,742
Purchase accounting impact on inventory		—		—		—		—		—		—		—		—		2,912
Amortization of other intangible assets		52		51		212		—		—		—		—		—		—
Transformation costs⁽¹⁾		359		—		—		—		—		—		351		—		—
Other adjustment		—		—		—		—		(1)		—		—		—		—
Non-GAAP adjusted operating (loss) profit	$	(1,567)	$	(856)	$	(6,076)	$	(2,966)	$	(3,451)	$	(3,810)	$	(1,153)	$	(4,409)	$	(3,367)


	Total Segments						Corporate						Total
	Quarter Ended						Quarter Ended						Quarter Ended
	March 31,		December 31,		March 31,		March 31,		December 31,		March 31,		March 31,		December 31,		March 31,
Dollars in thousands	2024		2023		2023		2024		2023		2023		2024		2023		2023
GAAP operating (loss) profit	$	(12,821)	$	(14,393)	$	(21,279)	$	(134,134)	$	(12,284)	$	8,302	$	(146,955)	$	(26,677)	$	(12,977)
Adjustments:
Amortization of completed technology		6,373		5,627		4,901		—		—		—		6,373		5,627		4,901
Purchase accounting impact on inventory		—		—		2,912		—		—		—		—		—		2,912
Amortization of other intangible assets		52		51		212		6,602		6,811		7,297		6,654		6,862		7,509
Transformation costs⁽¹⁾		710		—		—		3,736		41		10		4,446		41		10
Restructuring charges		—		—		—		7,344		1,120		1,499		7,344		1,120		1,499
Impairment of goodwill and intangible assets		—		—		—		115,975		—		—		115,975		—		—
Contingent consideration adjustment		—		—		—		—		—		(17,145)		—		—		(17,145)
Merger and acquisition costs and costs related to share repurchase⁽²⁾		—		—		—		426		4,321		19		426		4,321		19
Other adjustment		—		(1)		—		—		—		—		—		(1)		—
Non-GAAP adjusted operating (loss) profit	$	(5,686)	$	(8,716)	$	(13,254)	$	(51)	$	9	$	(18)	$	(5,737)	$	(8,707)	$	(13,272)


	Sample Management Solutions				Multiomics				B Medical Systems
	Six Months Ended				Six Months Ended				Six Months Ended
Dollars in thousands	March 31,		March 31,		March 31,		March 31,		March 31,		March 31,
	2024		2023		2024		2023		2024		2023
GAAP operating (loss) profit	$	(4,728)	$	(10,697)	$	(8,495)	$	(9,518)	$	(13,991)	$	(9,475)
Adjustments:
Amortization of completed technology		1,843		1,362		2,079		2,441		8,078		5,265
Purchase accounting impact on inventory		—		—		—		—		—		5,781
Amortization of other intangibles		103		260		—		—		—		1,365
Transformation costs⁽¹⁾		359		—		—		—		351		—
Other adjustment		—		—		(1)		—		—		—
Non-GAAP adjusted operating (loss) profit	$	(2,423)	$	(9,074)	$	(6,417)	$	(7,075)	$	(5,562)	$	2,936


	Total Segments				Corporate				Total
	Six Months Ended				Six Months Ended				Six Months Ended
Dollars in thousands	March 31,		March 31,		March 31,		March 31,		March 31,		March 31,
	2024		2023		2024		2023		2024		2023
GAAP operating (loss) profit	$	(27,214)	$	(29,690)	$	(146,418)	$	(10,973)	$	(173,632)	$	(40,662)
Adjustments:
Amortization of completed technology		12,000		9,070		—		—		12,000		9,070
Purchase accounting impact on inventory		—		5,781		—		—		—		5,781
Amortization of other intangibles		103		1,624		13,413		13,257		13,516		14,882
Transformation costs⁽¹⁾		710		—		3,777		(55)		4,487		(55)
Restructuring and restructuring related charges		—		—		8,464		2,960		8,464		2,961
Impairment of goodwill and intangible assets		—		—		115,975		—		115,975		—
Contingent consideration - fair value adjustments		—		—		—		(17,145)		—		(17,145)
Merger and acquisition costs and costs related to share repurchase⁽²⁾		—		—		4,747		11,857		4,747		11,857
Other adjustment		(1)		—		—		—		(1)		—
Non-GAAP adjusted operating (loss) profit	$	(14,402)	$	(13,213)	$	(42)	$	(99)	$	(14,444)	$	(13,312)

(1)

(2)

Includes expenses related to governance-related matters.


	Sample Management Solutions						Multiomics						B Medical Systems						Azenta Total
	Quarter Ended						Quarter Ended						Quarter Ended						Quarter Ended
	March 31,		March 31,				March 31,		March 31,				March 31,		March 31,				March 31,		March 31,
Dollars in millions	2024		2023		Change		2024		2023		Change		2024		2023		Change		2024		2023		Change
Revenue	$	74	$	71	4	%	$	62	$	62	(0)	%	$	23	$	15	51	%	$	159	$	148	7	%
Acquisitions/divestitures		—		—	—	%		—		—	—	%		—		—	—	%		—		—	—	%
Currency exchange rates		1		—	(1)	%		(1)		—	1	%		0		—	(2)	%		0		—	(0)	%
Organic revenue	$	73	$	71	3	%	$	63	$	62	1	%	$	23	$	15	49	%	$	159	$	148	7	%


	Sample Management Solutions						Multiomics						B Medical Systems						Azenta Total
	Six Months Ended						Six Months Ended						Six Months Ended						Six Months Ended
	March 31,		March 31,				March 31,		March 31,				March 31,		March 31,				March 31,		March 31,
Dollars in millions	2024		2023		Change		2024		2023		Change		2024		2023		Change		2024		2023		Change
Revenue	$	153	$	146	5	%	$	125	$	123	1	%	$	35	$	57	(38)	%	$	313	$	327	(4)	%
Acquisitions/divestitures		1		—	(1)	%		(0)		—	0	%		—		—	—	%		1		—	(0)	%
Currency exchange rates		2		—	(1)	%		—		—	—	%		1		—	(2)	%		2		—	(1)	%
Organic revenue	$	150	$	146	2	%	$	125	$	123	2	%	$	34	$	57	(39)	%	$	310	$	327	(5)	%

Document and Entity Information	May 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 08, 2024
Entity Registrant Name	Azenta, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-25434
Entity Tax Identification Number	04-3040660
Entity Address, Address Line One	200 Summit Drive
Entity Address, City or Town	Burlington
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	978
Local Phone Number	262-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AZTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000933974
Amendment Flag	false

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