8-K

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 8, 2023

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 February 8, 2023, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2022 and announced that on February 8, 2023 at 4:30 p.m. ET, it will host an investor conference call to discuss these financial results. A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the investor presentation to be used by Azenta as part of the investor conference call which discloses certain financial information about Azenta and its businesses is attached hereto as Exhibit 99.2, each of which are incorporated herein by reference.

Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, 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 the press release or the investor presentation attached as exhibits hereto, the exhibits 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 each of the exhibits regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release issued on February 8, 2023 by Azenta, Inc.
99.2	Investor Presentation dated February 8, 2023 of 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: February 8, 2023	Jason W. Joseph
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Azenta Reports First Quarter Results For Fiscal 2023, Ended December 31, 2022

● Reported Q1’23 Revenue of $178 Million and Growth of 28% Year-Over-Year

● Delivered Organic Growth Excluding COVID of 7%

● Reducing Cost Structure to Deliver Two Points of Margin Enhancement in 2^nd Half FY23

BURLINGTON, Mass., February 8, 2023 (PR Newswire) -- Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the first quarter ended December 31, 2022.

	Quarter Ended
Dollars in millions, except per share data	December 31,		September 30,		December 31,		Change
	2022		2022		2021		Prior Qtr		Prior Yr.
Revenue from Continuing Operations	$	178	$	138	$	140	30	%	28	%
Organic growth ex-COVID impacts									7	%
Life Sciences Products	$	90	$	48	$	50	85	%	80	%
Life Sciences Services	$	89	$	89	$	90	(1)	%	(1)	%
Diluted EPS Continuing Operations	$	(0.15)	$	(0.07)	$	0.04	nm		nm
Diluted EPS Total	$	(0.15)	$	(0.28)	$	0.58	nm		nm
Non-GAAP Diluted EPS Continuing Operations	$	0.12	$	0.16	$	0.12	(21)	%	4	%
Adjusted EBITDA Continuing Operations	$	12	$	9	$	20	27	%	(40)	%

Management Comments

“Our first fiscal quarter growth highlights the strength of the business, achieving 7% organic growth excluding COVID impacts, while delivering record revenue from B Medical, the recent addition to our cold chain portfolio,” stated Steve Schwartz, President and CEO, “Integration of B Medical is well under way and momentum continues in many areas across the business. In addition, we have initiated actions to streamline our business structure to enhance efficiency in operations, which we expect to contribute two points of margin improvement in the third fiscal quarter. In all, we see significant opportunity ahead and remain focused on delivering profitable growth.”

First Quarter Fiscal 2023 Results

The Company has referenced in the explanation of revenue the estimated impact of COVID which includes the estimated revenue contribution from products delivered and services rendered to support COVID testing and research, and estimated constraints on the business due to disruptions in customer demand or the Company’s ability to deliver in the COVID environment.

% Change YtY	Reported		Organic		Organic ex-COVID impacts
Total Azenta Revenue	28	%	(1)	%	7	%
Life Sciences Products	80	%	(6)	%	15	%
Life Sciences Services	(1)	%	2	%	4	%

● Revenue was $178 million, up 28% year over year and up 30% sequentially. Organic revenue declined 1%, which excludes 4 percentage points of headwind from foreign exchange and $46 million revenue contribution from acquired businesses, B Medical and Barkey.

● Organic growth was 7% excluding COVID impacts. The estimated COVID impact on organic revenue was approximately zero in the first quarter compared to $11 million in the prior year period primarily from higher sales of consumables for COVID testing.

● Life Sciences Products revenue increased 80% year over year primarily due to the addition of B Medical. Acquired businesses contributed $46 million to revenue in the quarter. Organic revenue declined 6% and was up 15% excluding COVID impacts.

● Life Sciences Services revenue declined 1% year over year, with 7% growth in sample repository solutions (“SRS”) and a 4% decline in genomics. Organic growth was 2%, and was up 4% excluding COVID impacts. The genomics business provided 2% organic growth and the SRS business provided 10% organic growth, excluding COVID impacts.

Summary of GAAP Earnings Results

● Operating loss was $28 million. Gross margin was 41.4%, down 80 basis points quarter over quarter. Selling, general and administrative expenses of $93 million included the addition of B Medical structure, the advisory costs related to M&A and the share buyback, and purchase accounting treatment.

● Diluted EPS from continuing operations was ($0.15) compared to $0.04 in first quarter of fiscal 2022. Total diluted EPS was ($0.15), compared to $0.58 one year ago. Other income included $11 million of net interest income versus a $0.4 million expense in the prior year period.

Summary of Non-GAAP Earnings Results

● Operating income was breakeven at $0.0 million. Operating margin declined 880 basis points year over year. Gross margin was 45.4%, up 150 basis points quarter over quarter and down 390 basis points year over year. Operating expense in the quarter was $81 million, up $24 million year over year.

● Diluted EPS was $0.12, flat versus one year ago. Adjusted EBITDA, which excludes stock-based compensation, was $12 million, and Adjusted EBITDA margin was 6.7%, down 750 basis points year over year.

Cash and Liquidity as of December 31, 2022

● The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $1.4 billion.

● On November 23, 2022, the Company entered into a $500 million accelerated share repurchase agreement (“ASR”) with J.P. Morgan Chase Bank, N.A. The Company received initial delivery of 6.1 million shares of the Company’s common stock. The final settlement of the ASR is expected to be completed by the end of the third fiscal quarter ended June 30, 2023.

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● On October 3, 2022, the Company completed the acquisition of B Medical Systems S.a.r.l for approximately $424 million in cash, of which $43 million was paid in fiscal 2022 and $383 million was paid in the first quarter.

Subsequent Events

● On February 2, 2023, the Company completed the acquisition of Ziath, Ltd., a leading provider of 2D barcode readers for life sciences applications.

Cost Reduction Initiatives

● After the end of the first fiscal quarter of 2023, the Company initiated cost reductions expected to deliver two points of operating margin enhancement in the 2^nd half of fiscal year 2023.

Guidance for Second Quarter Fiscal 2023

The Company announced revenue and earnings guidance for the second quarter fiscal 2023. Revenue is expected to be in the range of $156 to $171 million and non-GAAP diluted earnings per share is expected to be in the range of ($0.04) to $0.04. GAAP diluted earnings per share from continuing operations is expected to be in the range of ($0.24) to ($0.16).

Conference Call and Webcast

Azenta management will webcast its first quarter fiscal 2023 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, you may call 800- 908-8386 (US & Canada only) or +1-212-231-2924 for international callers to listen to the live webcast.

3

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, statements of operations and statements of cash flows.

“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. Other 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, our ability to integrate acquired companies, our ability to improve or retain our market position, 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 impact of the COVID-19 global pandemic on the markets we serve, including our supply chain, and on the global economy generally; 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.

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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 genomic 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.

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:

Sara Silverman

Head of Investor Relations & Corporate Communications

ir@azenta.com

Sherry Dinsmore

sherry.dinsmore@azenta.com

5

AZENTA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share data)

	Three Months Ended
	December 31,
	2022		2021
Revenue
Products	$	85,798	$	45,869
Services		92,568		93,783
Total revenue		178,366		139,652
Cost of revenue
Products		54,099		24,523
Services		50,402		48,085
Total cost of revenue		104,501		72,608
Gross profit		73,865		67,044
Operating expenses
Research and development		7,536		6,485
Selling, general and administrative		92,552		60,711
Restructuring charges		1,462		173
Total operating expenses		101,549		67,369
Operating loss		(27,685)		(325)
Interest income		10,708		35
Interest expense		(43)		(455)
Other income (expense)		1,145		(1,077)
Loss before income taxes		(15,875)		(1,822)
Income tax provision (benefit)		(4,640)		(4,680)
Income (loss) from continuing operations		(11,235)		2,858
Income from discontinued operations, net of tax		—		40,462
Net income (loss)	$	(11,235)	$	43,320
Basic net (loss) income per share:
(Loss) / Income from continuing operations	$	(0.15)	$	0.04
Income from discontinued operations, net of tax		—		0.54
Basic net income per share	$	(0.15)	$	0.58
Diluted net income / (loss) per share:
(Loss) / Income from continuing operations	$	(0.15)	$	0.04
Income from discontinued operations, net of tax		—		0.54
Diluted net income (loss) per share	$	(0.15)	$	0.58
Weighted average shares used in computing net income per share:
Basic		72,543		74,630
Diluted		72,543		74,866

6

AZENTA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)

	December 31,		September 30,
	2022		2022
Assets
Current assets
Cash and cash equivalents	$	608,304	$	658,274
Short-term marketable securities		522,897		911,764
Accounts receivable, net of allowance for expected credit losses ($6,942 and $5,162, respectively)		201,920		163,758
Inventories		145,939		85,544
Derivative asset		47,953		124,789
Short-term restricted cash		7,070		382,596
Prepaid expenses and other current assets		85,901		132,621
Total current assets		1,619,984		2,459,346
Property, plant and equipment, net		217,271		154,470
Long-term marketable securities		304,675		352,020
Long-term deferred tax assets		298		1,169
Goodwill		761,153		513,623
Intangible assets, net		327,106		178,401
Other assets		61,929		57,093
Total assets	$	3,292,416	$	3,716,122
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	55,259	$	38,654
Deferred revenue		42,641		39,748
Accrued warranty and retrofit costs		5,179		2,890
Accrued compensation and benefits		34,524		41,898
Accrued income taxes payable		24,529		28,419
Accrued expenses and other current liabilities		86,894		78,937
Total current liabilities		249,026		230,546
Long-term tax reserves		1,696		1,684
Long-term deferred tax liabilities		85,886		64,555
Long-term pension liabilities		278		261
Long-term operating lease liabilities		52,494		49,227
Contingent consideration liability		18,462		—
Other long-term liabilities		13,185		6,463
Total liabilities		421,027		352,736
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, 82,515,917 shares issued and 69,054,048 shares outstanding at December 31, 2022, 88,482,125 shares issued and 75,020,256 shares outstanding at September 30, 2022		824		885
Additional paid-in capital		1,489,554		1,992,017
Accumulated other comprehensive loss		(62,074)		(83,916)
Treasury stock, at cost - 13,461,869 shares at December 31, 2022 and September 30, 2022		(200,956)		(200,956)
Retained earnings		1,644,041		1,655,356
Total stockholders' equity		2,871,389		3,363,386
Total liabilities and stockholders' equity	$	3,292,416	$	3,716,122

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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 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, 2022					September 30, 2022					December 31, 2021
				per diluted					per diluted					per diluted
Dollars in thousands, except per share data	$			share		$			share		$			share
Net loss from continuing operations	$	(11,235)		$	(0.15)	$	(5,310)		$	(0.07)	$	2,858		$	0.04
Adjustments:
Purchase accounting impact on inventory		2,869			0.04		—			—		—			—
Amortization of intangible assets		11,541			0.16		8,801			0.12		8,046			0.11
Restructuring charges		1,462			0.02		393			0.01		173			0.00
Merger and acquisition costs & costs related to share repurchase		11,838			0.16		6,959			0.09		3,719			0.05
Rebranding and transformation costs		(65)			(0.00)		536			0.01		619			0.01
Indemnification asset release		(19)			(0.00)		—			—		—			—
Tax adjustments (1)		(1,436)			(0.02)		2,510			0.03		(4,240)			(0.06)
Tax effect of adjustments		(6,000)			(0.08)		(2,130)			(0.03)		(2,265)			(0.03)
Non-GAAP adjusted net income from continuing operations	$	8,954		$	0.12	$	11,759		$	0.16	$	8,910		$	0.12
Stock based compensation, pre-tax		2,226			0.03		(49)			(0.00)		3,458			0.05
Tax rate		15	%		—		15	%		—		15	%		—
Stock-based compensation, net of tax		1,892			0.03		(42)			(0.00)		2,939			0.04
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations	$	10,846		$	0.15	$	11,717		$	0.16	$	11,850		$	0.16
Shares used in computing non-GAAP diluted net income per share		—			72,543		—			75,010		—			74,866

⁽¹⁾ Tax adjustments during all periods include adjustments to tax benefits related to stock compensation windfalls. These benefits 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 quarter ended December 31, 2022, include a $1.4M increase to expense related to the exclusion of allocations between continuing operations and discontinued operations.

	Quarter Ended
	December 31,		September 30,		December 31,
Dollars in thousands	2022		2022		2021
GAAP net (loss) income	$	(11,235)	$	(20,765)	$	43,320
Less: Income from discontinued operations		—		15,454		(40,462)
GAAP net (loss) income from continuing operations		(11,235)		(5,310)		2,858
Adjustments:
Less: Interest income		(10,708)		(10,353)		(35)
Add: Interest expense		43		478		455
Add / Less: Income tax provision (benefit)		(4,640)		1,910		(4,680)
Add: Depreciation		8,640		6,087		5,208
Add: Amortization of completed technology		4,168		1,901		1,773
Add: Amortization of customer relationships and acquired intangible assets		7,372		6,900		6,272
Earnings before interest, taxes, depreciation and amortization - Continuing operations	$	(6,360)	$	1,613	$	11,852

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	Quarter Ended
	December 31,		September 30,		December 31,
Dollars in thousands	2022		2022		2021
Earnings before interest, taxes, depreciation and amortization - Continuing operations	$	(6,360)	$	1,613	$	11,852
Adjustments:
Add: Stock-based compensation		2,226		(49)		3,458
Add: Restructuring charges		1,462		393		173
Add: Purchase accounting impact on inventory		2,869		—		—
Add: Merger and acquisition costs & costs related to share repurchase		11,838		6,959		3,719
Rebranding and transformation costs		(65)		536		619
Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations	$	11,970	$	9,452	$	19,821

	Quarter Ended
Dollars in thousands	December 31, 2022				September 30, 2022				December 31, 2021
GAAP gross profit	$	73,865	41.4	%	$	58,117	42.2	%	$	67,044	48.0	%
Adjustments:
Amortization of completed technology		4,168	2.3			1,901	1.4			1,773	1.3
Purchase accounting impact on inventory		2,869	1.6			—	—			—	0.0
Other adjustment		—	—			289	0.2			—	—
Non-GAAP adjusted gross profit	$	80,902	45.4	%	$	60,307	43.8	%	$	68,817	49.3	%

	Life Sciences Products												Life Sciences Services
	Quarter Ended												Quarter Ended
	December 31,				September 30,				December 31,				December 31,				September 30,				December 31,
Dollars in thousands	2022				2022				2021				2022				2022				2021
GAAP gross profit	$	32,981	36.8	%	$	19,068	39.4	%	$	22,690	45.5	%	$	40,885	46.1	%	$	39,057	43.8	%	$	44,354	49.4	%
Adjustments:
Amortization of completed technology		2,846	3.2			401	0.8			203	0.4			1,322	1.5			1,500	1.7			1,570	1.7
Purchase accounting impact on inventory		2,869	3.2			—	—			—	—			—	—			—	—			—	—
Other adjustment		—	—			—	—			—	—			—	—			289	0.3			—	—
Non-GAAP adjusted gross profit	$	38,696	43.2	%	$	19,469	40.3	%	$	22,893	45.9	%	$	42,207	47.6	%	$	40,846	45.8	%	$	45,924	51.2	%

	Life Sciences Products						Life Sciences Services
	Quarter Ended						Quarter Ended
	December 31,		September 30,		December 31,		December 31,		September 30,		December 31,
Dollars in thousands	2022		2022		2021		2022			2022	2021
GAAP operating loss	$	(3,798)	$	(141)	$	4,187	$	(4,612)	$	12	$	6,314
Adjustments:
Amortization of completed technology		2,846		401		203		1,322		1,500		1,570
Purchase accounting impact on inventory		2,869		—		—		—		—		—
Restructuring related charges		—		—		—		—		—		—
Other adjustment		1,413		—		—		—		339		—
Tariff adjustment		—		—		—		—		—		—
Non-GAAP adjusted operating profit	$	3,330	$	260	$	4,390	$	(3,290)	$	1,851	$	7,884

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	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	2022		2022		2021		2022		2022		2021		2022		2022		2021
GAAP operating profit (loss)	$	(8,410)	$	(129)	$	10,501	$	(19,274)	$	(14,490)	$	(10,826)	$	(27,684)	$	(14,619)	$	(325)
Adjustments:		—
Amortization of completed technology		4,168		1,901		1,773		—		—		—		4,168		1,901		1,773
Amortization of customer relationships and acquired intangible assets		—		—		—		7,372		6,900		6,272		7,372		6,900		6,272
Purchase accounting impact on inventory		2,869		—		—		—		—		—		2,869		—		—
Restructuring charges		—		—		—		1,462		393		173		1,462		393		173
Rebranding and transformation costs		—		—		—		(65)		536		619		(65)		536		619
Other adjustment		1,413		339		—		(1,413)		(339)		—		—		—		—
Merger and acquisition costs & costs related to share repurchase		—		—		—		11,838		6,959		3,719		11,838		6,959		3,719
Non-GAAP adjusted operating profit (loss)	$	40	$	2,111	$	12,274	$	(80)	$	(41)	$	(43)	$	(40)	$	2,070	$	12,231

The Company has referenced in the explanation of revenue the estimated impact of COVID. Estimated impact of COVID includes the estimated revenue contribution from products delivered and services rendered to support COVID testing and research, and estimated constraints on the business due to disruptions in customer demand or the Company’s ability to deliver in the COVID environment

	Life Sciences Products						Life Sciences Services						Azenta Total
	Quarter Ended						Quarter Ended						Quarter Ended
	December 31,		December 31,				December 31,		December 31,				December 31,		December 31,
Dollars in millions	2022		2021		Change		2022		2021		Change		2022		2021		Change
Revenue	$	90	$	50	80	%	$	89	$	90	(1)	%	$	178	$	140	28	%
Acquisitions/divestitures		46		—	(92)	%		—		—	—	%		46		—	(33)	%
Currency exchange rates		(3)		—	6	%		(3)		—	4	%		(6)		—	4	%
Organic revenue		47		50	(6)	%		92		90	2	%		139		140	(1)	%
Estimated impact of COVID		—		9	21	%		0		2	2	%		0		11	8	%
Organic revenue ex COVID	$	47	$	41	15	%	$	92	$	88	4	%	$	138	$	129	7	%

10

EX-99.2

Exhibit 99.2

1 Azenta Life Sciences | Proprietary and confidential. Conference Call Fir s t Q u a r t e r Fis c al 2 0 2 3 Fin a n cial R e s ults February 8, 2023

2 Azenta Life Sciences | Proprietary and confidential. Safe Harbor Statement Regulation G This presentation contains certain non-GAAP measures which are provided to assist in an understanding of the Azenta business and its operational performance. These measures should always be considered in conjunction with the appropriate GAAP measure. Reconciliations of all non-GAAP amounts to the relevant GAAP amount are provided in either an attachment to our first quarter financial results press release issued on February 8, 2023 or as an attachment to call slides used to accompany prepared comments made during our financial results conference call of the same date. Both documents are available on our investor relations website at www.investors.azenta.com “Safe Harbor” Statement under the U.S. Private Securities Litigation Reform Act of 1995; certain matters in this presentation, including forecasts of future demand and future Company performance, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to materially differ, either better or worse, from those projected. Further discussions of risk factors are available in the Company’s most recent SEC filings including form 10-K for the fiscal year ended September 30, 2022. The Company assumes no obligation to update the information in this presentation.

3 Azenta Life Sciences | Proprietary and confidential. Azenta Life Sciences Q1 FY 2023 Overview Continuing Operations – Quarter and Ended December 31, 2022 Q1’23 revenue of $178M, up 28% YtY; Organic growth ex-COVID of 7% YtY • Products +15% YtY organic ex-COVID driven by automated systems (+23%) and C&I (+16%) • Services +4% YtY organic ex-COVID driven by strength in SRS (+10%) and NGS (+12%) • B Medical delivered record revenue of $42M driven by cold chain products Q1’23 non-GAAP EPS $0.12, flat YtY; Adj. EBITDA of 6.7% • GAAP EPS of $(0.15) on continuing operations • Cost reduction initiatives underway to take out $20 million annualized costs • Targeted reductions net of investment expected to contribute 2 points of margin enhancement in 2nd half FY23 $1.4B in cash, no debt at December 31, 2022 • Strong balance sheet for M&A opportunities and organic investment • In November 2022 the Company committed to $1B share repurchases within one year • $500M accelerated share repurchase program launched in November 2022 • Another $500M to follow • Aside from share repurchase commitments, ~$900M in cash available for investment See Appendix to this presentation for a reconciliation of GAAP to non-GAAP

4 Azenta Life Sciences | Proprietary and confidential. Azenta Life Sciences Operating Performance Continuing Operations – Quarter Ended December 31, 2022 $ millions, except EPS See Appendix to this presentation for a reconciliation of GAAP to non-GAAP • 7% organic growth year over year excluding estimated COVID impact • FX was a 4pt headwind • M&A contributed 33pts Q1’23 Revenue Growth (YtY) Q1'22 Q1'23 YtY Reported 1 40 1 78 28% FX (6) 4% M&A 46 (33%) Organic 1 40 1 39 (1%) COVID 11 0 8% Organic ex -COVID 1 29 1 38 7% Q1'23 QtQ Q1'23 QtQ YtY Revenue 178 30% 178 30% 28% Gross profit 74 27% 81 34% 18% % 41.4% (0.8) pts. 45.4% 1.5 pts. (3.9) pts. R&D 8 (1%) 8 (1%) 16% SG&A 93 43% 73 45% 47% Operating Income (28) nm (0) (102%) (100%) % (15.5%) (4.9) pts. (0.0%) (1.5) pts. (8.8) pts. Interest Income (Expense) 11 $1 11 $1 $11 Other Income (Expense) 1 $0 1 $0 $2 Tax Benefit (Provision) 5 $7 (3) ($1) ($1) Net Income - continuing ops (11) nm 9 (24%) 0% % (6.3%) (2.4) pts. 5.0% (3.5) pts. (1.4) pts. Continuing Ops - Diluted EPS ($0.15) ($0.08) $0.12 ($0.03) $0.00 Total Azenta - Diluted EPS ($0.15) $0.12 Adjusted EBITDA 12 27% (40%) % 6.7% (0.2) pts. (7.5) pts. GAAP Non-GAAP

5 Azenta Life Sciences | Proprietary and confidential. Life Sciences Products Performance Quarter Ended December 31, 2022 Products Revenue Growth (YtY) • B Medical and Barkey acquisitions contributed $46M • 15% organic growth excluding estimated COVID impact $ millions See Appendix to this presentation for a reconciliation of GAAP to non-GAAP Q1'22 Q1'23 YtY Reported 50 90 80% FX (3) 6% M&A 46 (92%) Organic 50 47 (6%) COVID 9 - 21% Organic ex -COVID 41 47 15% Q4'22 Q1'23 QtQ YtY Revenue 48 90 85% 80% Gross profit 19 39 99% 69% % 40.2% 43.2% 3.0 pts. (2.7) pts. Operating expenses 19 35 85% 91% Operating income 0 3 nm (24%) % 0.5% 3.7% 3.2 pts. (5.1) pts. Adjusted EBITDA 1 7 nm 15% % 2.8% 8.2% 5.4 pts. (4.7) pts.

6 Azenta Life Sciences | Proprietary and confidential. Life Sciences Services Performance Quarter Ended December 31, 2022 Services Revenue Growth (YtY) • 4% organic growth excluding estimated COVID impact • Genomics +2% • SRS +10% $ millions See Appendix to this presentation for a reconciliation of GAAP to non-GAAP Q1'22 Q1'23 YtY Reported 90 89 (1%) FX (3) 4% M&A - 0% Organic 90 92 2% COVID 2 0 2% Organic ex -COVID 88 92 4% Q4'22 Q1'23 QtQ YtY Revenue 89 89 (1%) (1%) Gross profit 41 42 3% (8%) % 45.8% 47.6% 1.7 pts. (3.6) pts. Operating expenses 39 45 17% 20% Operating income 2 (3) nm nm % 2.1% (3.7%) (5.8) pts. (12.5) pts. Adjusted EBITDA 7 4 (47%) (74%) % 7.6% 4.0% (3.6) pts. (11.5) pts.

7 Azenta Life Sciences | Proprietary and confidential. Summary Consolidated Balance Sheet • $1.4B cash, cash equivalents, restricted cash and marketable securities at 12/31/22 • $1.5B share repurchase authorization 9 $500M launched via accelerated share repurchase in November 2022 • Additional $500M committed and planned by end of calendar year 2023 • Strong balance sheet for future organic growth and M&A investment opportunities $ millions Sep 2022 Dec 2022 QtQ Cash, restricted cash, short term marketable securities 1,953 1,138 (814) Accounts receivable, net 164 202 38 Inventories 86 146 60 Other current assets 257 134 (124) Current Assets 2,459 1,620 (839) Accounts payable (39) (55) (17) Deferred revenue (40) (43) (3) Other current liabilities (152) (151) 1 Current Liabilities (231) (249) (18) Net Current Assets 2,229 1,371 (858) Long-term marketable securities, restricted cash 352 305 (47) Property, plant and equipment 154 217 63 Goodwill and intangible assets 692 1,088 396 Net long-term deferred tax assets (liabilities) (63) (86) (22) Other net long-term assets (liabilities) (1) (25) (24) Net assets 3,363 2,871 (492)

8 Azenta Life Sciences | Proprietary and confidential. Q2’23 Guidance See Appendix to this presentation for a reconciliation of GAAP to non-GAAP Projected Q2’23 Revenue Growth ( 23 (YtY) Q2'23 Reported ~13% Organic ~(5)% Organic ex COVID ~2% FY 2023 • Targeting FY23 reported revenue growth of 30% • ~$130 million for B Medical • Adjusted EBITDA margin to achieve 10% by Q4’23 Q2’23 • Reflects projections of: • ~$30M from M&A • ~3 pts FX headwind • ~7 pts COVID headwind Guidance Q1'23 Q2'23 Revenue $178 $156 - $171 LS Products $90 $72 - $79 LS Services $89 $84 - $92 Adjusted EBITDA $12 ($2) - $6 Non-GAAP diluted EPS $0.12 ($0.04) - $0.04 GAAP diluted EPS - Cont Ops ($0.15) ($0.24) - ($0.16) $ millions, except EPS

9 Azenta Life Sciences | Proprietary and confidential. Appendix

10 Azenta Life Sciences | Proprietary and confidential. GAAP to Non-GAAP Reconciliation Continuing Operations – Total Azenta $ millions, except EPS Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Revenue 139.7 145.5 132.7 137.6 178.4 GAAP gross profit 67.0 70.8 59.6 58.1 73.9 Gross profit margin 48.0% 48.7% 44.9% 42.3% 41.4% Amortization expense 1.8 1.8 1.8 1.9 4.2 Tariff adjustment - (0.5) 0.0 - - Other special charges - - - 0.3 - Purchase accounting impact on inventory - - - - 2.9 Non-GAAP gross profit 68.8 72.2 61.4 60.3 80.9 Non-GAAP gross profit margin 49.3% 49.6% 46.3% 43.8% 45.4% GAAP Research and development (6.5) (6.9) (6.5) (7.6) (7.5) GAAP Selling, general and administrative (60.7) (68.5) (58.1) (64.7) (92.6) Merger and acquisition costs / Other 3.7 5.6 1.7 7.0 11.8 Amortization expense 6.3 6.0 5.7 6.9 7.4 Other special charges 0.6 1.3 0.3 0.2 (0.1) Non-GAAP Selling, general and administrative (50.1) (55.6) (50.4) (50.6) (73.4) Restructuring charges (0.2) (0.1) (0.0) (0.4) (1.5) GAAP operating profit (loss) (0.3) (4.7) (5.1) (14.6) (27.7) Operating profit margin (0.2%) (3.2%) (3.8%) (10.6%) (15.5%) Non-GAAP operating profit 12.2 9.7 4.4 2.1 (0.1) Non-GAAP operating profit margin 8.8% 6.7% 3.4% 1.5% (0.0%) GAAP net income (loss) 2.9 (1.8) (7.0) (5.3) (11.2) Merger and acquisition costs / Other 3.7 5.6 1.7 7.0 11.8 Amortization expense 8.0 7.9 7.6 8.8 11.5 Restructuring charges 0.2 0.1 0.0 0.4 1.5 Other special charges 0.6 1.3 0.3 0.5 (0.1) Tariff adjustment - (0.5) 0.0 - - Purchase accounting impact on inventory - - - - 2.9 Loss on extinguishment of debt - 0.6 - - - Tax related adjustments (4.2) (0.9) 8.4 2.5 (1.4) Tax effect of adjustments (2.3) (3.6) (2.1) (2.1) (6.0) Non-GAAP net income 8.9 8.7 8.8 11.8 9.0 Diluted earnings per share $0.04 ($0.02) ($0.09) ($0.07) ($0.15)

11 Azenta Life Sciences | Proprietary and confidential. GAAP to Non-GAAP Reconciliation Continuing Operations – Segments $ millions, except EPS Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Life Sciences Products Revenue 49.9 53.6 47.4 48.4 89.7 GAAP gross profit 22.7 26.3 21.0 19.1 33.0 Gross profit margin 45.5% 49.0% 44.4% 39.4% 36.8% Amortization expense 0.2 0.3 0.3 0.4 2.8 Purchase accounting impact on inventory - - - - 2.9 Non-GAAP gross profit 22.9 26.6 21.3 19.4 38.7 Non-GAAP gross profit margin 45.9% 49.5% 44.9% 40.2% 43.2% GAAP Research and development (3.4) (3.8) (3.3) (4.1) (4.4) GAAP Selling, general and administrative (15.1) (17.5) (15.7) (15.1) (32.4) Operating expenses (18.5) (21.3) (19.1) (19.2) (36.8) GAAP operating profit 4.2 5.0 2.0 (0.1) (3.8) Operating profit margin 8.4% 9.4% 4.1% (0.3%) (4.2%) Other special charges - - - 1.4 Non-GAAP operating profit 4.4 5.3 2.2 0.3 3.3 Non-GAAP operating profit margin 8.8% 9.9% 4.7% 0.5% 3.7% Life Sciences Services Revenue 89.8 91.9 85.4 89.2 88.7 GAAP gross profit 44.4 44.5 38.6 39.1 40.9 Gross profit margin 49.4% 48.4% 45.2% 43.8% 46.1% Amortization expense 1.6 1.6 1.6 1.5 1.3 Tariff adjustment - (0.5) 0.0 - - Other special charges - - - 0.3 - Non-GAAP gross profit 45.9 45.6 40.1 40.8 42.2 Non-GAAP gross profit margin 51.2% 49.6% 47.0% 45.8% 47.6% GAAP Research and development (3.1) (3.1) (3.2) (3.6) (3.2) GAAP Selling, general and administrative (35.0) (37.7) (34.7) (35.5) (42.3) Operating expenses (38.1) (40.8) (37.9) (39.0) (45.5) GAAP operating profit 6.3 3.8 0.7 0.0 (4.6) Operating profit margin 7.0% 4.1% 0.8% 0.0% (5.2%) Other special charges - - - 0.0 - Non-GAAP operating profit 7.9 4.9 2.3 1.8 (3.3) Non-GAAP operating profit margin 8.8% 5.3% 2.6% 2.0% (3.7%)

12 Azenta Life Sciences | Proprietary and confidential. Net Income to Adjusted EBITDA Reconciliation Continuing Operations $ millions Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Net income 43.3 2,119.9 (9.6) (20.8) (11.2) Income (Loss) from discontinued operations, net of tax (40.5) (2,121.7) 2.6 15.5 - Net income (Loss) from continuing operations 2.9 (1.8) (7.0) (5.3) (11.2) Adjustments: Interest income (0.0) (3.1) (6.8) (10.4) (10.7) Interest expense 0.5 1.6 2.1 0.5 0.0 Income tax provision (4.7) (3.2) 7.3 1.9 (4.6) Depreciation 5.2 5.3 5.3 6.1 8.6 Amortization of intangible assets 8.0 7.9 7.6 8.8 11.5 Loss on extinguishment of debt - 0.6 - - - EBITDA - from Continuing Operations 11.9 7.3 8.4 1.6 (6.4) Adjustments: Purchase accounting impact on inventory - - - - 2.9 Stock-based compensation 3.5 5.5 3.5 (0.0) 2.2 Rebranding and transformation 0.6 1.3 0.3 0.5 (0.1) Tax indemnification reserve release - - - - - Impairment of trademark - - - - - Tariff adjustment - (0.5) 0.0 - - Restructuring charges 0.2 0.1 0.0 0.4 1.5 Merger and acquisition costs / Other 3.7 5.6 1.7 7.0 11.8 Adjusted EBITDA - from Continuing Operations 19.8 19.4 13.8 9.5 12.0 Adjusted EBITDA margin 14.2% 13.3% 10.4% 6.9% 6.7%

13 Azenta Life Sciences | Proprietary and confidential. Operating Profit to Adjusted EBITDA Reconciliation Continuing Operations – Segments $ millions Life Science Products Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Operating Profit (Loss) 4.2 5.0 2.0 (0.1) (3.8) Adjustments: Depreciation 0.7 0.9 0.9 1.2 3.1 Amortization of intangible assets 0.2 0.3 0.3 0.4 4.3 EBITDA 5.1 6.2 3.1 1.4 3.5 EBITDA margin 10.2% 11.5% 6.5% 2.9% 3.9% Adjustments: Purchase accounting impact on inventory - - - - 2.9 Stock-based compensation 1.3 2.1 1.3 (0.1) 0.9 Adjusted EBITDA 6.4 8.3 4.4 1.4 7.3 Adjusted EBITDA margin 12.8% 15.5% 9.3% 2.8% 8.2% Life Science Services Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Operating Profit (Loss) 6.3 3.8 0.7 0.0 (4.6) Adjustments: Depreciation 3.9 4.4 4.4 4.9 5.6 Amortization, restructuring related, and other special charges 1.6 1.6 1.6 1.8 1.3 EBITDA 11.8 9.8 6.6 6.8 2.3 EBITDA margin 13.1% 10.6% 7.8% 7.6% 2.6% Adjustments: Tariff adjustment - (0.5) 0.0 - - Stock-based compensation 2.1 3.3 2.1 0.0 1.3 Adjusted EBITDA 13.9 12.6 8.8 6.8 3.6 Adjusted EBITDA margin 15.5% 13.7% 10.3% 7.6% 4.0%

14 Azenta Life Sciences | Proprietary and confidential. Calculation of Organic Revenue Excluding COVID Continuing Operations Note: The Company has referenced in the explanation of revenue the estimated impact of COVID. Estimated impact of COVID includes the estimated revenue contribution from products delivered and services rendered to support COVID testing and research, and estimated constraints on our business due to disruptions in customer demand or the Company’s ability to deliver in the COVID environment. Growth Metrics $ millions Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Revenue 139.6 146 133 138 178 18% 12% 3% 0% 28% Acquisitions/divestitures 2 - 4 46 0% (1%) 0% (3%) (33%) Currency exchange rates (2) (4) (6) (6) 0% 1% 3% 4% 4% Organic revenue 140 145 137 139 139 18.2% 12.3% 5.8% 1.9% (1%) Estimated impact of COVID 11 10 1 1 1 2% 8% 11% 10% 8% Organic revenue ex COVID 129 136 136 139 137 20% 20% 17% 12% 7% $ millions Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Life Sciences Products Revenue 50 54 47 48 90 10% 2% (3%) (9%) 80% Acquisitions/divestitures - 2 - 4 46 0% (3%) 0% (8%) (92%) Currency exchange rates (1) (2) (3) (3) 0% 2% 4% 7% 6% Organic revenue 50 53 49 48 47 10% 1% 2% (10%) (6%) Estimated impact of COVID 9 10 3 - - 4% 9% 20% 23% 21% Organic revenue ex COVID 41 42 46 48 47 14% 10% 21% 13% 15% $ millions Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Q1 FY23 Life Sciences Services Revenue 90 92 85 89 89 24% 19% 6% 6% (1%) Acquisitions/divestitures - - - - - 0% 0% 0% 0% 0% Currency exchange rates (1) (2) (3) (3) 0% 1% 2% 3% 4% Organic revenue 90 93 87 92 92 24% 20% 8% 10% 2% Estimated impact of COVID 2 (1) (2) 1 0 (0%) 6% 7% 1% 2% Organic revenue ex COVID 88 93 89 91 92 23% 26% 15% 11% 4%

XML

Document and Entity Information	Feb. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2023
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