株探米国株
日本語 英語
エドガーで原本を確認する
false 0000933974 0000933974 2026-02-04 2026-02-04


 
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): February 4, 2026
 
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)
 
(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 4, 2026, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2025. 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 February 4, 2026 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/ Ephraim Starr
Date: February 4, 2026
Ephraim Starr
 
Senior Vice President, General Counsel and Secretary
 
 
EX-99.1 2 ex_891596.htm EXHIBIT 99.1 ex_891596.htm
 

         Exhibit 99.1

a01.jpg

 

 

Azenta Reports First Quarter Results for Fiscal 2026, Ended December 31, 2025

 

BURLINGTON, Mass., February 4, 2026 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the first quarter ended December 31, 2025.

 

 

 

 

The results of B Medical Systems are treated as discontinued operations and reflected in total diluted EPS, following the Company’s announcement in the first fiscal quarter of 2025 of its intention to pursue a sale and the entry into a definitive agreement to sell the business, which is expected to close on or before March 31, 2026.

 

   

Quarter Ended

 

Dollars in millions, except per share data

 

December 31,

   

September 30,

   

December 31,

   

Change

 
   

2025

   

2025

   

2024 (1)

   

Prior Qtr

   

Prior Yr.

 

Revenue from Continuing Operations

  $ 149     $ 159     $ 147       (7 )%     1 %

Organic growth

                                    (1 )%

Sample Management Solutions

  $ 81     $ 86     $ 81       (5 )%     0 %

Multiomics

  $ 67     $ 73     $ 66       (8 )%     1 %
                                         

Diluted EPS Continuing Operations

  $ (0.11 )   $ 1.12     $ (0.16 )     NM       27 %

Diluted EPS Total

  $ (0.34 )   $ 1.11     $ (0.25 )     NM       (34 )%
                                         

Non-GAAP Diluted EPS Continuing Operations

  $ 0.09     $ 0.21     $ 0.12       (57 )%     (24 )%

Adjusted EBITDA - Continuing Operations

  $ 13     $ 21     $ 16       (39 )%     (21 )%

Adjusted EBITDA Margin - Continuing Operations

    8.5 %     13.0 %     10.8 %                

 

(1) Reflects revisions for an immaterial classification error among cost of revenue, research and development expenses, and selling, general and administrative expenses, and other immaterial adjustments, as further described in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

 

Management Comments

“We delivered revenue performance consistent with our expectations. We also generated strong free cash flow in the quarter, reflecting our continued focus on operational discipline and working capital management,” said John Marotta, President and CEO. “Further, we saw challenges on the gross margin line, and our turnaround continues, and in any turnaround, it is never a straight line. We remain committed to our fiscal 2026 objectives and our expectation for a stronger second half of the year, supported by our ongoing execution initiatives. We are equally confident in our long-range plan outlined at Investor Day, which extends through 2028 and supports sustainable growth and long-term value creation.”

 

First Quarter Fiscal 2026 Results - Continuing Operations

 

Revenue was $149 million, up 1% year over year. Organic revenue, which excludes the impact from foreign exchange, declined 1% year over year, reflecting flat revenue in Multiomics and lower revenue in Sample Management Solutions.

 

Sample Management Solutions revenue was $81 million, flat year over year.

 

o

Organic revenue which excludes the impact from foreign exchange, declined 2%, mainly driven by lower revenues in Core Products, particularly in Automated Stores and Cryogenic Systems, partially offset by higher revenue in Sample Storage, Product Services and Consumables and Instruments.
 

Multiomics revenue was $67 million, up 1% year over year.

 

o

Organic revenue, which excludes the impact from foreign exchange, was flat year over year, primarily driven by growth in Next Generation Sequencing and Gene Synthesis, largely offset by a year-over-year decline in Sanger Sequencing.

 

1

 

Summary of GAAP Earnings Results - Continuing Operations

 

Operating loss was $7.2 million. Operating margin was (4.9%), up 100 basis points year over year. 
 

o

Gross margin was 42.9%, down 380 basis points year over year, mainly driven by lost cost leverage from lower sales volumes in certain areas of the portfolio and costs related to rework on several Automated Stores projects.
 

o

Operating expenses were $71 million, down 8% year over year, due to lower selling, general and administrative expenses, partially offset by higher research and development costs and restructuring charges. 
 

Other income included $5 million of net interest income versus $4 million in the prior year period.
 

Diluted EPS from continuing operations was ($0.11) compared to ($0.16) in the first quarter of fiscal year 2025. Diluted EPS from discontinued operations was ($0.22). Total diluted EPS was ($0.34), compared to ($0.25) a year ago. 

 

Summary of Non-GAAP Earnings Results - Continuing Operations

 

Adjusted operating income was $0.5 million. Adjusted operating margin was 0.4%, a decline of 130 basis points year over year. 
 

o

Adjusted gross margin was 44.1%, down 360 basis points compared to the first quarter of fiscal 2025, mainly driven by lost cost leverage from lower sales volumes in certain areas of the portfolio and costs related to rework on several Automated Stores projects.
 

o

Adjusted operating expense in the quarter was $65 million, down 4% year over year, driven by lower selling, general and administrative expenses partially offset by higher research and development costs. 
 

Adjusted EBITDA was $13 million, and Adjusted EBITDA margin was 8.5%, a decrease of 230 basis points year over year.
 

Non-GAAP Diluted EPS was $0.09, compared to $0.12 one year ago.

 

Cash and Liquidity as of December 31, 2025

 

The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $571 million.

 

Operating cash flow was $21 million in the quarter. Capital expenditures were $6 million, and free cash flow (cash flow from operations less capital expenditures) was $15 million.

 

Share Repurchase Program Update

 

 

 

On December 8, 2025, the Board of Directors approved a new share repurchase program authorizing the repurchase of up to $250 million of the Company’s common stock through December 31, 2028 (the “2025 Repurchase Program”). Repurchases under the 2025 Repurchase Program may be made in the open market or through privately negotiated transactions (including under an ASR agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market and business conditions, legal requirements, and other factors. The Company is not obligated to acquire any particular amount of common stock under the 2025 Repurchase Program, and share repurchases may be commenced or suspended at any time at the Company’s discretion. As of the date of this press release, the Company has not repurchased any shares of its common stock under the 2025 Repurchase Program.

 

Guidance for Continuing Operations for Full Year Fiscal 2026

 

The Company is reiterating its guidance for fiscal year 2026:

 

o

Total organic revenue is expected to grow in the range of 3% to 5% relative to fiscal 2025. 

 

o

Adjusted EBITDA margin expansion is expected to be approximately 300 basis points relative to fiscal 2025.

 

Sale of B Medical Systems 

 

 

On December 23, 2025, we entered into a definitive Sale and Purchase Agreement with Thelema S.À R.L. for the sale of B Medical Systems business, for a purchase price of $63 million. The transaction is expected to close on or before March 31, 2026. 

 

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, stock-based compensation, 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 2026 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.

 

2

 

“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 the Company’s guidance for fiscal year 2026 including its revenue and earnings expectations, the expected timing of the closing of the B Medical Systems business disposition, and the manner in which repurchases under the Company’s 2025 Share Repurchase Program may be made. Factors that could cause results to differ from our expectations include the following: uncertainties in global political and economic conditions, including the imposition of additional tariffs on goods imported into the US; 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; competition; 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 life science organizations around the world to bring 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 (In thousands, except per share data)

ir@azenta.com

 

 

Maria Isabel Cuartas

Manager Investor Relations

ir@azenta.com

 

3

 

AZENTA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

   

Three Months Ended

 
   

December 31,

 
   

2025

   

2024

 

Revenue

           

Products

  $ 41,084     $ 43,827  

Services

    107,558       103,609  

Total revenue

    148,642       147,436  

Cost of revenue

           

Products

    24,749       24,041  

Services

    60,187       54,576  

Total cost of revenue

    84,936       78,617  

Gross profit

    63,706       68,819  

Operating expenses

           

Research and development

    9,189       7,113  

Selling, general and administrative

    60,611       69,976  

Restructuring charges

    1,143       431  

Total operating expenses

    70,943       77,520  

Operating loss

    (7,237 )     (8,701 )

Other income

           

Interest income, net

    5,098       4,298  

Other income, net

    79       1,204  

Loss from continuing operations before income taxes

    (2,060 )     (3,199 )

Income tax expense

    3,130       3,874  

Loss from continuing operations

    (5,190 )     (7,073 )

Loss from discontinued operations, net of tax

    (10,242 )     (3,919 )

Net loss

  $ (15,432 )   $ (10,992 )

Basic net loss per share:

           

Loss from continuing operations

  $ (0.11 )   $ (0.16 )

Loss from discontinued operations, net of tax

  $ (0.22 )   $ (0.09 )

Basic net loss per share

  $ (0.34 )   $ (0.25 )

Diluted net loss per share:

           

Loss from continuing operations

  $ (0.11 )   $ (0.16 )

Loss from discontinued operations, net of tax

  $ (0.22 )   $ (0.09 )

Diluted net loss per share

  $ (0.34 )   $ (0.25 )

Weighted average shares used in computing net loss per share:

           

Basic

    45,929       45,626  

Diluted

    45,929       45,626  

   

4

 

AZENTA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)

 

   

December 31,

   

September 30,

 
   

2025

   

2025

 
                 

Assets

               

Current assets

             

Cash and cash equivalents

  $ 336,631     $ 279,783  

Short-term marketable securities

    73,025       61,137  

Accounts receivable, net of allowance for expected credit losses ($4,053 and $4,649, respectively)

    142,269       142,181  

Inventories

    82,458       74,956  

Short-term restricted cash

    2,393       2,359  

Refundable income taxes

    7,888       9,728  

Prepaid expenses and other current assets

    60,549       64,660  

Current assets held for sale

    74,689       73,535  

Total current assets

    779,902       708,339  

Property, plant and equipment, net

    152,032       153,954  

Long-term marketable securities

    155,914       201,585  

Long-term deferred tax assets

    527       726  

Operating lease right-of-use assets

    57,752       54,048  

Goodwill

    702,559       702,395  

Intangible assets, net

    96,604       101,814  

Long term income taxes receivable

    45,600       45,600  

Other assets

    7,743       6,115  

Noncurrent assets held for sale

    75,802       85,006  

Total assets

  $ 2,074,435     $ 2,059,582  

Liabilities and stockholders' equity

           

Current liabilities

           

Accounts payable

  $ 38,767     $ 37,722  

Deferred revenue

    32,861       31,569  

Derivative liability

    33,304       33,420  

Accrued warranty and retrofit costs

    4,315       4,713  

Accrued compensation and benefits

    30,440       35,799  

Accrued customer deposits

    36,885       26,499  

Accrued income taxes payable

    11,864       9,416  

Accrued expenses and other current liabilities

    44,007       30,268  

Current liabilities held for sale

    34,770       28,268  

Total current liabilities

    267,213       237,674  

Long-term deferred tax liabilities

    15,248       18,245  

Long-term operating lease liabilities

    54,462       51,244  

Other long-term liabilities

    11,475       11,142  

Noncurrent liabilities held for sale

    11,205       14,291  

Total liabilities

    359,603       332,596  
                 

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, 59,479,828 shares issued and 46,017,959 shares outstanding at December 31, 2025; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025

    595       594  

Additional paid-in capital

    531,245       529,605  

Accumulated other comprehensive loss

    (20,576 )     (22,213 )

Treasury stock, at cost - 13,461,869 shares at December 31, 2025 and September 30, 2025

    (200,956 )     (200,956 )

Retained earnings

    1,404,524       1,419,956  

Total stockholders' equity

    1,714,832       1,726,986  

Total liabilities and stockholders' equity

  $ 2,074,435     $ 2,059,582  

 

5

 

AZENTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

   

Three Months Ended December 31,

 
   

2025

   

2024

 

Cash flows from operating activities

               

Net loss

  $ (15,432 )   $ (10,992 )

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

           

Depreciation and amortization

    13,648       18,100  

Loss on assets held for sale

    9,696        

Inventory write-downs and other asset write-offs

    (305 )     1,470  

Stock-based compensation

    4,058       5,112  

Amortization and accretion on marketable securities

    (374 )     (541 )

Deferred income taxes

    (5,788 )     657  

Loss on disposals of property, plant and equipment

    (42 )     (8 )

Changes in operating assets and liabilities:

               

Accounts receivable

    723       4,850  

Inventories

    (9,729 )     (7,622 )

Accounts payable

    4,572       (2,602 )

Deferred revenue

    3,195       10,462  

Accrued warranty and retrofit costs

    (248 )     173  

Accrued compensation and tax withholdings

    (5,158 )     (637 )

Accrued restructuring costs

    249       (566 )

Other assets and liabilities

    21,782       11,942  

Net cash provided by operating activities

    20,847       29,798  

Cash flows from investing activities

               

Purchases of property, plant and equipment

    (6,192 )     (7,750 )

Purchases of marketable securities

    (108,692 )     (40,754 )

Sales and maturities of marketable securities

    142,656       125,590  

Deposit received for the sale of B Medical Systems business

    9,000        

Net cash provided by investing activities

    36,772       77,086  

Cash flows from financing activities

               

Payments of finance leases

    (214 )     (215 )

Withholding tax payments on net share settlements on equity awards

    (2,418 )      

Excise tax payment for settled share repurchases

          (4,911 )

Net cash used in financing activities

    (2,632 )     (5,126 )

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

    314       (8,311 )

Net increase in cash, cash equivalents and restricted cash

    55,301       93,447  

Cash, cash equivalents and restricted cash, beginning of period

    296,685       320,990  

Cash, cash equivalents and restricted cash, end of period

  $ 351,986     $ 414,437  

Supplemental disclosures:

           

Cash paid / (received) for income taxes, net

    2,098       (6,148 )

Purchases of property, plant and equipment included in accounts payable and accrued expenses

    5,703       3,249  

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets

           
   

December 31,

   

September 30,

 
   

2025

   

2025

 

Cash and cash equivalents of continuing operations

  $ 336,631     $ 279,783  

Cash included in current assets held for sale

    10,000       13,206  

Short-term restricted cash

    2,393       2,359  

Long-term restricted cash included in other assets

    2,962       1,337  

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows

  $ 351,986     $ 296,685  

 

6

 

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, 2025

   

September 30, 2025

   

December 31, 2024 (*)

 
           

per diluted

           

per diluted

           

per diluted

 

Amounts in thousands, except per share data

 

$

   

share

   

$

   

share

   

$

   

share

 

Net income (loss) from continuing operations

  $ (5,190 )   $ (0.11 )   $ 51,653     $ 1.12     $ (7,073 )   $ (0.16 )

Adjustments:

                                               

Amortization of completed technology

    1,860       0.04       2,088       0.05       1,500       0.03  

Amortization of other intangible assets

    3,551       0.08       3,977       0.09       4,573       0.10  

Transformation costs(1)

    1,202       0.03       634       0.01       3,046       0.07  

Restructuring charges

    1,143       0.02       406       0.01       431       0.01  

Merger and acquisition costs and costs related to share repurchase(2)

    13       0.00       87       0.00       1,570       0.03  

Tax adjustments(3)

                (46,960 )     (1.02 )     400       0.01  

Tax effect of adjustments

    1,570       0.03       (2,246 )     (0.05 )     1,007       0.02  

Other adjustments

    13       0.00                          

Non-GAAP adjusted net income from continuing operations

  $ 4,162     $ 0.09     $ 9,639     $ 0.21     $ 5,454     $ 0.12  

Stock-based compensation, pre-tax

    3,862       0.08       3,901       0.08       4,872       0.11  

Tax rate

    13 %           17 %           15 %      

Stock-based compensation, net of tax

    3,360       0.07       3,238       0.07       4,141       0.09  

Non-GAAP adjusted net income excluding stock-based compensation - continuing operations

  $ 7,522     $ 0.16     $ 12,877     $ 0.28     $ 9,595     $ 0.21  
                                                 

Shares used in computing non-GAAP diluted net income per share

          45,929             45,994             45,626  

 

(*) See footnote (1) on Page 1.

(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 primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, 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. Tax adjustments for the three and six months ended March 31, 2025 include $6.6 million of tax expenses related to a one-time repatriation of historical earnings from China.   

 

7

 

   

Quarter Ended

 
   

December 31,

   

September 30,

   

December 31,

 

Dollars in thousands

 

2025

   

2025

   

2024 (*)

 

GAAP net income (loss)

  $ (15,432 )   $ 50,877     $ (10,992 )

Less: Loss from discontinued operations

    (10,242 )     (776 )     (3,919 )

GAAP net income (loss) from continuing operations

    (5,190 )     51,653       (7,073 )

Adjustments:

                       

Interest income, net

    (5,098 )     (5,019 )     (4,298 )

Income tax expense

    3,130       (45,353 )     3,874  

Depreciation

    8,207       8,338       7,478  

Amortization of completed technology

    1,860       2,088       1,500  

Amortization of other intangible assets

    3,551       3,977       4,573  

Earnings before interest, taxes, depreciation and amortization - Continuing operations

  $ 6,460     $ 15,684     $ 6,054  

 

   

Quarter Ended

 
   

December 31,

   

September 30,

   

December 31,

 

Dollars in thousands

 

2025

   

2025

   

2024 (*)

 

Earnings before interest, taxes, depreciation and amortization - Continuing operations

  $ 6,460     $ 15,684     $ 6,054  

Adjustments:

                       

Stock-based compensation

    3,862       3,901       4,872  

Restructuring charges

    1,143       406       431  

Merger and acquisition costs and costs related to share repurchase(1)

    13       87       1,570  

Transformation costs(2)

    1,202       634       3,046  

Other adjustments

    12              

Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations

  $ 12,692     $ 20,712     $ 15,973  

 

(*) See footnote (1) on Page 1.

(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 primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

 

8

 

   

Quarter Ended

 

Dollars in thousands

 

December 31, 2025

   

September 30, 2025

   

December 31, 2024 (*)

 

GAAP gross profit

  $ 63,706       42.9 %   $ 72,274       45.4 %   $ 68,819       46.7 %

Adjustments:

                                               

Amortization of completed technology

    1,860       1.3 %     2,088       1.3 %     1,500       1.0 %

Transformation costs(1)

          %           %     62       0.0 %

Non-GAAP adjusted gross profit

  $ 65,566       44.1 %   $ 74,362       46.7 %   $ 70,381       47.7 %

 

(*) See footnote (1) on Page 1.

(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 primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

 

   

Sample Management Solutions

   

Multiomics

 
   

Quarter Ended

   

Quarter Ended

 
   

December 31,

   

September 30,

   

December 31,

   

December 31,

   

September 30,

   

December 31,

 

Dollars in thousands

 

2025

   

2025

   

2024 (*)

   

2025

   

2025

   

2024 (*)

 

GAAP gross profit

  $ 35,785       43.9 %   $ 41,175       47.9 %   $ 39,143       48.2 %   $ 27,921       41.5 %   $ 31,094       42.5 %   $ 29,676       44.8 %

Adjustments:

                                                                                               

Amortization of completed technology

    1,177       1.4 %     1,226       1.4 %     639       0.8 %     683       1.0 %     862       1.2 %     861       1.3 %

Transformation costs(1)

          %           %     62       0.1 %           %           %           %

Non-GAAP adjusted gross profit

  $ 36,962       45.4 %   $ 42,401       49.3 %   $ 39,844       49.1 %   $ 28,604       42.6 %   $ 31,956       43.7 %   $ 30,537       46.1 %

 

   

Segment Total

 
   

Quarter Ended

 
   

December 31,

   

September 30,

   

December 31,

 

Dollars in thousands

 

2025

   

2025

   

2024 (*)

 

GAAP gross profit

  $ 63,706       42.9 %   $ 72,274       45.4 %   $ 68,819       46.7 %

Adjustments:

                                               

Amortization of completed technology

    1,860       1.3 %     2,088       1.3 %     1,500       1.0 %

Transformation costs(1)

          %           %     62       0.0 %

Non-GAAP adjusted gross profit

  $ 65,566       44.1 %   $ 74,362       46.7 %   $ 70,381       47.7 %

 

(*) See footnote (1) on Page 1.

(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 primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

 

9

 

   

Sample Management Solutions

   

Multiomics

 
   

Quarter Ended

   

Quarter Ended

 
   

December 31,

   

September 30,

   

December 31,

   

December 31,

   

September 30,

   

December 31,

 

Dollars in thousands

 

2025

   

2025

   

2024 (*)

   

2025

   

2025

   

2024 (*)

 

GAAP operating income (loss)

  $ 3,731     $ 8,015     $ 4,019     $ (5,044 )   $ (1,029 )   $ (3,195 )

Adjustments:

                                               

Amortization of completed technology

    1,177       1,226       639       683       862       861  

Transformation costs(1)

    57       (57 )     103                    

Restructuring charges

                                  23  

Other adjustments

    12       42       9             31        

Non-GAAP adjusted operating income (loss)

  $ 4,977     $ 9,226     $ 4,770     $ (4,361 )   $ (136 )   $ (2,311 )

 

   

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

 

2025

   

2025

   

2024 (*)

   

2025

   

2025

   

2024 (*)

   

2025

   

2025

   

2024 (*)

 

GAAP operating income (loss)

  $ (1,313 )   $ 6,986     $ 824     $ (5,924 )   $ (5,085 )   $ (9,525 )   $ (7,237 )   $ 1,901     $ (8,701 )

Adjustments:

                                                                       

Amortization of completed technology

    1,860       2,088       1,500                         1,860       2,088       1,500  

Amortization of other intangible assets

                      3,551       3,977       4,573       3,551       3,977       4,573  

Transformation costs(1)

    57       (57 )     103       1,145       691       2,943       1,202       634       3,046  

Restructuring charges

                23       1,143       406       408       1,143       406       431  

Merger and acquisition costs and costs related to share repurchase(2)

                      13       87       1,570       13       87       1,570  

Other adjustments

    12       73       9             (73 )           12             9  

Non-GAAP adjusted operating income (loss)

  $ 616     $ 9,090     $ 2,459     $ (72 )   $ 3     $ (31 )   $ 544     $ 9,093     $ 2,428  

  

(*) See footnote (1) on Page 1.

(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 primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, 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

 

2025

   

2024

   

Change

   

2025

   

2024

   

Change

   

2025

   

2024

   

Change

 

Revenue

  $ 81     $ 81       0 %   $ 67     $ 66       1 %   $ 149     $ 147       1 %

Currency exchange rates

    (2 )           (2 )%     (1 )           (1 )%     (3 )           (2 )%

Organic revenue

  $ 80     $ 81       (2 )%   $ 66     $ 66       (0 )%   $ 146     $ 147       (1 )%

 

10