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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Azenta Inc | NASDAQ:AZTA | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.68 | -1.50% | 44.73 | 44.66 | 44.73 | 46.32 | 44.57 | 45.34 | 204,467 | 18:30:17 |
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The
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EXHIBIT
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DESCRIPTION
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99.1
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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AZENTA, INC.
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/s/ Jason W. Joseph
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Date: November 12, 2024
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Jason W. Joseph
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Senior Vice President, General Counsel and Secretary
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Exhibit 10.1
THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE CONFER WITH A LAWYER OR OTHER TRUSTED ADVISOR BEFORE SIGNING THIS DOCUMENT.
November 12, 2024
VIA EMAIL DELIVERY
Herman Cueto
Re: Transition and Severance Agreement and Release
Dear Herman:
This letter summarizes the terms of your separation from employment with Azenta, Inc. (the “Company”). The purpose of this agreement (“Agreement”) is to establish an amicable arrangement for ending your employment relationship, to release the Company from all legally waivable claims and to permit you to receive severance pay.
By signing this Agreement, you will be giving up valuable legal rights. For this reason, it is very important that you carefully review and understand the Agreement before signing it. The deadline for accepting this Agreement is December 3, 2024. The Company encourages you to take advantage of this period of time by consulting with a lawyer, or other trusted advisor, before signing the document.
1. Employment Status and Payments:
(a) Transition. You shall continue to serve in the position of Executive Vice President and Chief Financial Officer (“CFO”) until the Company has filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Thereafter, you shall transition to the role of Advisor to the CEO and shall perform those duties and responsibilities as reasonably assigned to you by the Company’s Chief Executive Officer until December 1, 2024 (the “Transition Term”). During the Transition Term, (a) you shall continue to receive your current base salary paid in accordance with the Company’s regular payroll practices; (b) you shall continue to participate in the Company’s benefit plans; and (c) each of your equity awards shall continue to vest and remain exercisable in accordance with their respective terms.
(b) Termination Date: Upon the expiration of the Transition Term, on December 1, 2024 (the “Termination Date”), your employment with the Company shall terminate. As of the Termination Date, your salary will cease, and any entitlement you have or might have under a Company-provided benefit plan, program, contract or practice will terminate, except as set forth in this Agreement, the Consulting Services Agreement referred to in Section 1(c) below, or required by federal or state law.
(c) Consulting Agreement. Immediately upon the expiration of the Transition Term, the Company and you shall execute a Consulting Services Agreement in the form attached hereto as Exhibit A. The term of the Consulting Services Agreement shall be from December 2, 2024 through February 28, 2025 unless earlier terminated by you (the “Consulting Period”).
(d) The Termination Date shall be the date of the “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If you are enrolled in the Company’s medical plans, you will be provided a benefits packet containing information on your COBRA rights and how to elect to convert to a direct pay plan under COBRA.
(e) You hereby acknowledge (i) receipt of all compensation and benefits due through the Termination Date as a result of services performed for the Company with the receipt of a final paycheck except as provided in this Agreement; (ii) having reported to the Company any and all work-related injuries incurred during employment; (iii) the Company properly provided any leave of absence because of your or a family member’s health condition and you have not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (iv) you have had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Company Releasees. Except as set forth in the Consulting Agreement, the Company’s applicable incenting equity plan or any applicable equity incentive grant agreement, as of the Termination Date, any unvested equity awards will immediately be forfeited and any such vested awards shall continue to be governed by the Company’s applicable incentive equity plan and the respective equity incentive grant agreements.
2. Consideration: In exchange for, and in consideration of, your full execution of this Agreement, upon the expiration of the Consulting Period, the Company agrees as follows:
(a) Severance Pay: The Company will pay you a severance payment of five hundred twenty thousand dollars ($520,000), which is the equivalent of one (1) year of your current base salary. This severance amount will be paid to you in biweekly installments in accordance with the Company’s standard payroll cycles (the “Salary Continuation Period”). Except as required by Section 2(f) below, the first installment will be paid to you commencing on the next payroll cycle after the expiration of the Consulting Period, or such earlier date as may be determined in Company’s sole discretion.
(b) COBRA Premiums: If you elect in a timely manner to continue medical and dental insurance coverage after the Termination Date in accordance with the provisions of COBRA, and you timely remit the employee portion of premiums for such coverage, then the Company will maintain such coverage in effect until the end of the period during which you are receiving payments under paragraph 2(a) above (the “Severance Period”). During the Severance Period the employee portion of your premiums for such coverage will be at the same rates for current active employees and consistent with your elections. The Severance Period runs concurrently with the COBRA period. Thereafter, you may continue receiving group health, dental and flexible spending account coverage at your own expense as provided by COBRA law for the remainder of the COBRA period. Eligibility to continue this coverage ends upon the termination of any period allowed by law. If you fail to make timely payment of your portion of the premiums it will result in termination of coverage. You agree to notify the Company promptly when you are covered by another plan. If you are a “highly compensated individual” (as defined in Section 105(h) of the Internal Revenue Code of 1986, as amended), the Company-paid portion of the group health and dental coverage, as determined by reference to the total COBRA premium, will be reported to the IRS as taxable income. Please note that if the Company, in its sole discretion, subsequently determines that all or some of its payments of the COBRA premiums are discriminatory under the Internal Revenue Code, any remaining COBRA payments shall instead be paid to you as additional severance pay over the same period that the subsidy would have been provided.
(c) Fiscal Year 2024 Bonus: The Company will pay you the annual performance inventive for the fiscal year ended September 30, 2024, calculated by the Company in good faith and consistent with historical practices, payable at the same time that payment of annual performance incentives are paid to other senior executives of the Company.
(d) Equity Vesting. Your outstanding equity awards shall continue to vest during the Consulting Period. Upon the expiration of the Consulting Period, the following equity awards shall be deemed to have fully vested immediately prior to such expiration:
Equity award granted on November 16, 2023 consisting of 9,163 RSUs, of which 4,581 RSUs are currently unvested.
Equity award granted on August 9, 2024, consisting of 11,309 RSUs, all of which are currently unvested.
All other equity awards outstanding at the expiration of the Consulting Period shall be terminated and cancelled.
(e) You will receive outplacement services from the Company’s outplacement provider for six (6) months following the Termination Date.
(f) Payments: The payments set forth in this Section 2 shall be subject to all applicable federal, state and/or local withholding and/or payroll taxes.
(g) Section 409A Requirements: Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to you under this Agreement:
(i) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing your “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
(ii) If you are a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company) as of your separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (1) the first day of the seventh month following your separation from service, or (2) your date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following your separation from service.
(iii) If this Agreement fails to meet the requirements of Section 409A, the Company shall not have any liability for any tax, penalty or interest imposed on you by Section 409A, and you shall have no recourse against the Company for payment of any such tax, penalty or interest imposed by Section 409A.
3. Release: This section of the Agreement is a release of legal claims. Please carefully review this section with your attorney, or other trusted advisor, and do not sign this document unless you understand what this section says.
(a) In exchange for the amounts described in Section 2, which are in addition to anything of value to which you are entitled to receive, you and your representatives, agents, estate, heirs, successors and assigns, absolutely and unconditionally release, discharge, indemnify and hold harmless the “Company Releasees” from any and all legally waivable claims that you have against the Company Releasees. Other than as permitted in Section 3(e) and (f) below, this means that by signing this Agreement, you are agreeing to forever waive, release and discharge the Company Releasees from any type of claim arising from conduct that occurred any time in the past and up to and through the date you sign this document. Company Releasees is defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors or assigns, and its and their respective current and/or former directors, shareholders/stockholders, officers, employees, attorneys and/or agents, all both individually and in their official capacities.
(b) This release includes, but is not limited to, any waivable claims you have against the Company Releasees based on conduct that occurred any time in the past and up to and through the date you sign this Agreement that arises from any federal, state or local law, regulation, code or constitution dealing with either employment, employment benefits or employment discrimination. By way of example, this release includes the release of claims against the Company Releasees under the laws or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sex harassment, sexual orientation, gender identity, national origin, ancestry, genetic carrier status, handicap or disability, veteran status, any military service or application for military service, or any other category protected under federal, state or local law. This release also includes any claim you may have against the Company Releasees for breach of contract, whether oral or written, express or implied; any tort claims (such as claims for wrongful discharge, tortious interference with advantageous relations, misrepresentation and defamation); any claims for equity or employee benefits of any other kind; or any other legally waivable statutory and/or common law claims.
(c) For avoidance of doubt, by signing this Agreement you are agreeing not to bring any waivable claims against the Company Releasees (other than as permitted in Section 3(e) and (f) below) under the following nonexclusive list of discrimination and employment statutes: Title VII of the Civil Rights Act of 1964 (Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans With Disabilities Act (“ADA”), the ADA Amendments Act, the Equal Pay Act (“EPA”), the Lilly Ledbetter Fair Pay Act, the Family and Medical Leave Act (“FMLA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Genetic Information Non-Discrimination Act (“GINA”), the Employee Retirement Income Security Act (“ERISA”), the Massachusetts Fair Employment Practices Law (M.G.L. ch. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, The Massachusetts Earned Sick Leave law, the Massachusetts Pregnant Workers Fairness Act, the Massachusetts Privacy Statute, the Massachusetts Civil Rights Act, the Massachusetts Domestic Violence Leave Act, the Massachusetts Consumer Protection Act, the Massachusetts Labor and Industries Act, the anti-retaliation provisions of the Massachusetts Paid Family and Medical Leave Act, M.G.L. c. 175M, s. 9, and the Massachusetts Independent Contractor Statute, all as amended, as well as any other federal, state and local statutes, regulations, codes or ordinances that apply to you.
(d) You release the Company Releasees from any and all wage and hour related claims to the maximum extent permitted by state law. This release of legal claims includes the Massachusetts Payment of Wages Act (M.G.L. ch. 149 §§148 and 150), the Massachusetts Overtime regulations (M.G.L. ch. 151 §§ 1A and 1B), the Meal Break regulations (M.G.L. ch. 149 §§ 100 and 101), the Massachusetts Minimum Fair Wages Act, and the Earned Sick Time Law (M.G.L. ch. 149, § 148C), and any other state wage and hour related claims arising out of or in any way connected with your employment with the Company, including any claims for unpaid or delayed payment of hourly wages, salary, overtime, minimum wages, bonus pay, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, incentive payments or severance, missed or interrupted meal periods, as well as interest, attorneys’ fees, costs, expenses, liquidated damages, treble damages or damages of any kind relating to a wage and hour claim, to the maximum extent permitted by law.
(e) Nothing in this Section 3 or elsewhere in this Agreement (including but not limited to the accord & satisfaction, confidentiality, non-disparagement, and return of property provisions) (i) prevents you from filing a claim under the workers compensation, paid family and medical leave, or unemployment compensation statutes; (ii) limits or affects your right to challenge the validity of this Agreement under the ADEA or the Older Worker Benefits Protection Act; (iii) prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information to such agencies; (iv) limits or affects your right to disclose or discuss sexual harassment or sexual assault disputes; or (v) prevents you from exercising your rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees; although, by signing this Agreement you are waiving your right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive an award from a government agency.
(f) For avoidance of doubt, and to ensure clarity, while you acknowledge not having raised a claim of sexual harassment or abuse with the Company, or asserted such a claim outside the Company, nothing in this Agreement waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, whether because you are cooperating in an investigation or other legal proceeding on your own initiative or whether you have been required or requested to attend such an investigation or proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
(g) For avoidance of doubt, nothing in this Agreement waives any rights or coverages you may have due to your role as an officer or named executive officer under the Company’s Director & Officer liability policies, or as described in indemnification agreements or bylaws of the Company.
4. Supplemental Release. You agree that, as a condition to the agreements and benefits set forth in this Agreement, you will execute and deliver a Supplemental Release of Claims, which is attached hereto as Exhibit B, on or following the Termination Date and no later than five (5) days following the Termination Date.
5. Accord and Satisfaction: The amounts described in Sections 1 and 2 shall be complete and unconditional payment, accord and/or satisfaction with respect to all obligations and liabilities of the Company Releasees to you, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, stock and stock options, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorney’s fees, or other costs or sums.
6. Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967:
Since you are 40 years of age or older, you are being informed that you have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and you agree that:
(a) in consideration for the amounts described in Section 2 of this Agreement, which you are not otherwise entitled to receive, you specifically and voluntarily waive such rights and/or claims under the ADEA you might have against the Company Releasees to the extent such rights and/or claims arose on or prior to the date this Agreement was executed;
(b) you understand that rights or claims under the ADEA which may arise after the date this Agreement is executed are not waived by you;
(c) you have carefully read and fully understand all of the provisions of this Agreement, and you knowingly and voluntarily agree to all of the terms set forth in this Agreement; and
(d) in entering into this Agreement, you are not relying on any representation, promise or inducement made by the Company Releasees or their attorneys with the exception of those promises described in this document.
7. Period for Review and Consideration of Agreement:
(a) You acknowledge that you have twenty-one (21) days to review this Agreement and consider its terms before signing it.
(b) The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.
8. Company Files, Documents and Other Property: Other than as permitted in Section 3(e) and 3(f), you represent that you have returned to the Company all Company property and materials, including but not limited to, (if applicable) personal computers, laptops, fax machines, scanners, copiers, cellular phones, Company credit cards and telephone charge cards, Company keys and passes, intangible information stored on hard drives or thumb drives, software passwords or codes, security passwords or codes, tangible copies of trade secrets and confidential information, names and addresses of Company customers, and any and all other information or property previously or currently held or used by you that is or was related to your employment with the Company (“Company Property”). You agree that in the event that you discover any other Company Property in your possession after the Termination Date of this Agreement you will immediately return such materials to the Company.
9. Future Conduct:
(a) The Employee Confidentiality Agreement and the Employee Non-Solicitation and Proprietary Information Agreement: By signing this Agreement you are acknowledging your post-employment obligations as set out in the Employee Non-Solicitation and Proprietary Information Agreement you signed as a condition of being hired, and you are agreeing to comply, and representing you will comply, with those obligations.
(b) Confidentiality of this Agreement: Other than as permitted in Section 3(e) and 3(f) above, you agree that you shall not disclose, divulge or publish, directly or indirectly, any information regarding the amount of the severance and benefits agreed to in this Agreement to any person or organization other than (i) your immediate family, (ii) your accountants or attorneys when such disclosure is necessary for the accountants or attorneys to render professional services, (iii) to the taxing authorities, (iv) the unemployment compensation agency; or (v) when otherwise compelled by law.
10. Representations and Governing Law:
(a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Agreements noted in paragraph 8(a), which shall remain in full force and effect in accordance with their terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.
(b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.
(c) This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court.
(d) This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct.
(e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.
(f) This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand.
11. Effective Date: If this letter correctly states the agreement and understanding we have reached, please indicate your acceptance by countersigning the enclosed copy and returning it to me. You may revoke this Agreement for a period of seven (7) days after signing it. In order to revoke the Agreement, you must submit a written notice of revocation to Olga Pirogova located at 200 Summit Dr., Burlington, MA 01803 and Olga.Pirogova@azenta.com. This written notice may be sent by mail, overnight mail, email or hand-delivery but must be received no later than 11:59 pm on the seventh day after you sign this Agreement. The Agreement will not become effective or enforceable, and no payments will be made, until the expiration of the revocation period without you exercising your right of revocation (“Effective Date”).
| Very truly yours, | ||
| AZENTA, INC. | ||
| By: | /s/ John Marotta | |
| Name: John Marotta | ||
| Title: President and CEO | ||
I REPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME. IN ENTERING INTO THIS AGREEMENT, I DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT.
| Accepted and Agreed to: | ||
| /s/ Herman Cueto | ||
| Herman Cueto | ||
| Date: | November 12, 2024 | |
EXHIBIT A
CONSULTING SERVICES AGREEMENT
| Consultant: | Herman Cueto | |
| Address: | ||
| Email: | ||
| Phone: |
Azenta, Inc., (“Azenta”), having offices at 200 Summit Drive, 6th Floor, Burlington, MA 01803 U.S.A., and the above-named party (“Consultant”) agree that the following terms and conditions shall solely and exclusively govern any and all Services to be provided by Consultant to Azenta. This Agreement is effective as of the date of the last signature below (the “Effective Date”).
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1. |
SERVICES |
All services to be performed by Consultant under this Agreement, from time to time, (collectively, the “Services”) shall be as set forth on Schedule A attached hereto, which shall describe the work to be performed and related period of performance, rates, and any milestones. The Services may be performed remotely from the Consultant’s premises.
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2. |
TERM |
This Agreement will remain in force from the Effective Date until November 30, 2025 (the “Term”), unless otherwise agreed in writing by the parties, and subject to Section 3 below. The period of performance for the Services is set forth on Schedule A.
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3. |
TERMINATION |
The parties hereby acknowledge and expressly agree that this Agreement may be terminated only in the following circumstances:
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a) |
Automatically upon expiry of the Term, upon payment of any and all unpaid fees and expenses owing to the Consultant on the date of termination of this Agreement; |
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b) |
By Consultant, for any reason and at any time prior to the expiry of the Term upon written notice provided by Consultant to Azenta, in which case Azenta shall pay Consultant any fees earned up through the date of such termination. |
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4. |
PAYMENT |
As consideration for the Services, payment to Consultant will be made as outlined in Schedule A. All rates and charges for Services are exclusive of any and all sales, use, service or like taxes, however designated, that may arise from this Agreement, exclusive of taxes based upon Consultant’s net income. All rates and charges for Services are also exclusive of any and all out-of-pocket expenses, which must be approved in advance and in writing by Azenta. Upon termination of this Agreement, Azenta will pay Consultant for all Services performed and approved expenses incurred or committed to through the date of the termination in accordance with Schedule A, but all other rates and charges described in such Schedule will be excused.
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5. |
INDEPENDENT CONTRACTOR |
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A. |
Consultant is an independent contractor and not an employee, agent or representative of Azenta, and will therefore not be eligible for any of Azenta employee benefits. Specifically, but without limiting the generality of the prior sentence, Consultant is not covered under any of Azenta’s worker’s compensation, accident, liability, or other insurance policies. |
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B. |
Consultant further understands and agrees that under no circumstances shall Azenta be responsible for any tax collection, payment and/or reporting obligations with respect to the Consultant. Consultant shall be solely responsible for fulfilling all of his own tax collection, payment and reporting obligations which may be incurred in connection with the compensation provided to, or the work performed by, the Consultant hereunder. Consultant hereby undertakes to take sole responsibility for any and all such taxes (withholding, unemployment, or otherwise) that he may incur in connection with the compensation provided to, or the work performed by, the Consultant hereunder. |
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C. |
Nothing herein shall be deemed to create, expressly or impliedly, a partnership, joint venture, agency, employment or other association between the parties. Neither party has any right to enter into any contracts or commitments in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever. Consultant shall not do any act which might result in any third party believing the Consultant has the power to contract or incur any commitment on behalf of Azenta, or that the Consultant is the agent, employee, joint venturer with or partner of Azenta. |
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D. |
The Consultant and Company acknowledges that each of the Consultant’s previously issued equity incentive awards will continue to vest through the expiration of the Term and shall be exercisable in accordance with their terms as if Consultant remained employed through the expiration of the Term and Consultant is not eligible for any new equity grants under Azenta equity inventive plans. |
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6. |
CONFIDENTIALITY |
In order to perform the Services, either party may from time to time provide the other party certain information and data respecting its products or business. Both parties agree to protect that information and data (“Confidential Information”) from unauthorized disclosure, using at least the same degree of care and discretion that the party uses to protect its own similar information, but in no event less than a reasonable degree of care. Both parties agree not to use the Confidential Information of the other party except in connection with the discharge of its obligations under this Agreement. All Confidential Information and rights relating to the Confidential Information of a party are the sole property of that party. The party receiving such information (the “receiving party”) shall not be required to protect any Confidential Information which (i) is or becomes publicly available through no fault of the receiving party, (ii) is already in the receiving party’s possession, (iii) is independently developed by the receiving party outside the scope of this Agreement, (iv) is rightfully obtained from third parties which have no confidentiality obligations to the party which disclosed that information to the receiving party (the “disclosing party”); or (v) is disclosed pursuant to court order or as otherwise required by law, after giving the disclosing party prompt notice of the required disclosure and after assisting the disclosing party in its reasonable efforts to prevent or limit the disclosure. Consultant may retain copies of Consultant’s own employment records and agreements to which Consultant is a party in his personal capacity.
Neither party has, nor shall it in the future, disclose to the other party, or induce the other party to use, any trade secrets, confidential or proprietary information or material belonging to a third party without the permission of such third party. Consultant represents that its performance of all of the terms of this Agreement and its performance of its duties under this Agreement do not and shall not breach any agreement or obligation to keep in confidence proprietary information acquired by Consultant in confidence or in trust. Consultant has not entered into, and agrees that it shall not enter into, any agreement either written or oral in conflict with this or any other provision of this Agreement.
Upon termination of this Agreement, or of any transaction under this Agreement, for any reason, Consultant shall deliver to Azenta all physical documents or other materials relating to the Services (and delete all electronic copies), and Consultant shall not take any of the foregoing documents or materials or any reproduction of the documents or materials or anything containing any, or relating to any, Confidential Information of Azenta.
Notwithstanding the foregoing, either party to this Agreement has the right to disclose Confidential Information to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Either party also has the right to disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure to the extent permitted by applicable law.
Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
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7. |
PROPRIETARY RIGHTS |
[Intentionally Omitted]
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8. |
WARRANTY |
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A. |
Consultant further warrants that the Services will be performed in a professional manner, will conform to generally accepted industry standards and practices, and will conform in all material respects to the requirements set forth in each Schedule under this Agreement. |
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B. |
Consultant further represents and warrants to Azenta that he is free to enter into this Agreement and that his performance hereunder will not conflict with (i) any other agreement to which he may be a party and (ii) any applicable laws. |
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9. |
LIMITATIONS OF LIABILITY |
AZENTA’S AND CONSULTANT’S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT CONTEMPLATED BY THIS AGREEMENT AND THE TOTAL AMOUNT PAID UNDER THE APPLICABLE SCHEDULE(S) FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION.
EXCEPT FOR BREACHES OF SECTIONS 7 OR 8 HEREIN, BOTH PARTIES FURTHER AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OR FOR ANY LOST PROFITS OF THE OTHER PARTY.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE SERVICES UNDER THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT WITHIN ONE YEAR OF THE DATE OF LAST PAYMENT.
|
10. |
INDEMNIFICATION |
[Intentionally Omitted]
|
11. |
SUBCONTRACTING PROHIBITED |
The performance of the Services to be rendered by Consultant under this Agreement may not be delegated or subcontracted by Consultant to others without prior written authorization from Azenta.
|
12. |
TRADEMARKS |
Consultant acknowledges that Azenta owns all trademarks, logotypes and other proprietary or other confidential information provided to Consultant by Azenta and understands that this Agreement does not grant ownership rights or rights to register any trademarks, logotypes or other proprietary or confidential information of Azenta. All advertisements and promotion material using such trademarks, logotypes or information shall be submitted to Azenta for written approval before use by Consultant.
|
13. |
EXPORTS |
Consultant agrees not to knowingly export, re-export or release any software, source code for the software, documentation or technical data furnished under this Agreement, or any part or any direct product thereof, directly or indirectly, to Iran, Iraq, Libya, Cuba, North Korea, Sudan and Syria, any other embargoed country, and any of those countries listed from time to time in Country Group D:1 or E:2 in the Export Administration Regulations, Parts 730-774 to Title 15 of the U.S. Code of Federal Regulations, without a license from the U.S. Department of Commerce and/or other appropriate governmental agencies, or other authorization under the Export Administration Regulations. For purposes of this Agreement, the term “direct product” is defined to mean the immediate product (including processes and services) produced directly by use of the technical data.
|
14. |
PUBLICITY |
Consultant will not issue any announcements or press releases mentioning Azenta by name without the prior written consent of Azenta.
On behalf of Consultant and anyone claiming through Consultant:
| Signature |
|
15. |
GENERAL |
|
A. |
This Agreement, along with any Schedules, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes in all respects all prior proposals, negotiations, conversations, discussions, and agreements between the parties concerning that subject matter. In the event of a conflict between the provisions of a Schedule and provisions of the rest of this Agreement, the latter will prevail. This Agreement may not be modified except by written authorization from representatives of both parties. Notwithstanding anything set forth herein to the contrary, nothing in this Agreement shall impact the enforceability of the Non-Competition Agreement dated June 4, 2015 between the Consultant and Azenta (the “Non-Competition Agreement”) and the Employee Non-Solicitation and Proprietary Information Agreement Employee dated April 5, 2010 between the Consultant and Azenta, which agreements shall remain in full force and effect, provided that all restricted periods thereunder that extend past the date of termination of employment shall be deemed to commence as of the date of this agreement (and not, for the avoidance of doubt, at the end of the Term under this Agreement) and shall continue in full force and effect until the later of (x) the date set forth in the Non-Competition Agreement; and (y) the expiration of the Term of this Agreement. |
|
B. |
This Agreement, and all transactions under this Agreement, shall be construed and governed by the internal laws of the Commonwealth of Massachusetts without regard to its choice of law principles, and Consultant agrees to submit to the jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts. In all actions taken under this Agreement, Consultant will at all times comply with all provisions of all Federal and other applicable laws and regulations. |
|
C. |
Neither this Agreement, nor individual transactions under this Agreement, will be assigned by Consultant without the prior written consent of Azenta and any attempted assignment will be void. Azenta may assign or transfer this Agreement, or any of Azenta’s rights or obligations under this Agreement, without Consultant’s consent, to a buyer of the Azenta business. |
|
D. |
Consultant hereby agrees that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be at all unenforceable, those provision or provisions will be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the then applicable law. |
|
E. |
Consultant agrees that any breach of this Agreement by Consultant could cause Azenta irreparable damages and that in the event of such breach, Azenta shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of Consultant’s obligations hereunder. |
|
F. |
Any waiver by Azenta of a breach of any provision of this Agreement shall not operate or be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach hereof. |
|
G. |
Consultant’s confidentiality obligations under Section 6 of this Agreement shall survive the expiration or termination of this Agreement, regardless of the manner of such expiration or termination. Those obligations will be binding upon Consultant’s heirs, executors and administrators and shall inure to the benefit of Azenta’s successors and assigns. |
|
H. |
Any notice or communication required or permitted under this Agreement must be in writing and shall be deemed received when personally delivered or one day after being sent via facsimile or three days after being sent via first-class mail, postage prepaid, return receipt requested, to a party at the address or number specified in this Agree mentor at any other address either party may from time to time designate to the other. |
| AGREED AND ACCEPTED: | |||
| CONSULTANT | AZENTA, INC. | ||
| Authorized Signature | Authorized Signature | ||
| Herman Cueto | |||
| Print Name | Print Name | ||
| Consultant | |||
| Title | Title | ||
| Date | Date | ||
SCHEDULE A
Services
1. SERVICES TO BE RENDERED
Part time Independent Contractor Consultant to Azenta, providing the following:
|
• |
CFO transition support as reasonably requested from time to time by the CEO. Unless specifically requested in writing, Consultant shall not communicate with any of the Company’s current or prospective customers, suppliers or shareholders regarding matters related to the business and affairs of the Company. |
|
• |
Other general assistance as reasonably requested from time to time by the CEO. |
2. CONSULTING SCHEDULE AND PAYMENT
Services to be provided remotely on an as needed basis. Consultant will make himself generally available during business hours.
During the Term, the Company shall pay Consultant a monthly consulting fee of $43,333.33. Consultant shall not be required to submit an invoice in connection with the payment of the consulting fees.
Your outstanding equity awards shall continue to vest during the Term. Upon the expiration of the Term, the following equity awards shall be deemed to have fully vested immediately prior to such expiration:
Equity award granted on November 16, 2023 consisting of 9,163 RSUs, of which 4,582 RSUs are currently unvested
Equity award granted on August 9, 2024 consisting of 11,309 RSUs, all of which are currently unvested
All other equity awards outstanding at the expiration of the Term shall be terminated and cancelled.
EXHIBIT B
SUPPLEMENTAL RELEASE
This Supplemental Release of Claims should be executed on or following your Termination Date and no later than five (5) days following the Termination Date.
(a) In exchange for the covenants and other benefits set forth in the Transition and Severance Agreement and Release with Azenta, Inc. (the “Company”) dated November 12, 2024 (the “Agreement”), including the Company’s agreement to enter into the Consulting Agreement and the continued vesting of certain equity incentive awards as set forth therein, which is in addition to anything of value to which you (hereinafter referred to as “Employee”) is entitled to receive, Employee and Employee’s representatives, agents, estate, heirs, successors and assigns, absolutely and unconditionally release, discharge, indemnify and hold harmless the Company Releasees (as defined below) from any and all legally waivable claims that employee has against the Company Releasees. Other than as set forth below, this means that by signing this Agreement, Employee is agreeing to forever waive, release and discharge the Company Releasees from any type of claim arising from conduct that occurred any time in the past and up to and through the date Employee signs this document. “Company Releasees” means the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors or assigns, and its and their respective current and/or former directors, shareholders/stockholders, officers, employees, attorneys and/or agents, all both individually and in their official capacities.
(b) This release includes, but is not limited to, any waivable claims Employee has against the Company Releasees based on conduct that occurred any time in the past and up to and through the date Employee signs this Agreement that arises from any federal, state or local law, regulation, code or constitution dealing with either employment, employment benefits or employment discrimination. By way of example, this release includes the release of claims against the Company Releasees under the laws or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sex harassment, sexual orientation, gender identity, national origin, ancestry, genetic carrier status, handicap or disability, veteran status, any military service or application for military service, or any other category protected under federal, state or local law. This release also includes any claim Employee may have against the Company Releasees for breach of contract, whether oral or written, express or implied; any tort claims(such as claims for wrongful discharge, tortious interference with advantageous relations, misrepresentation and defamation); any claims for equity or employee benefits of any other kind; or any other legally waivable statutory and/or common law claims.
(c) For avoidance of doubt, by signing this Agreement Employee is agreeing not to bring any waivable claims against the Company Releasees (other than as permitted in Section 3(e) and (f) below) under the following nonexclusive list of discrimination and employment statutes: Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Americans With Disabilities Act (“ADA”), the ADA Amendments Act, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, the Employee Retirement Income Security Act, the Massachusetts Fair Employment Practices Law (M.G.L. ch. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Earned Sick Leave law, the Massachusetts Pregnant Workers Fairness Act, the Massachusetts Privacy Statute, the Massachusetts Civil Rights Act, the Massachusetts Domestic Violence Leave Act, the Massachusetts Consumer Protection Act, the Massachusetts Labor and Industries Act, the anti-retaliation provisions of the Massachusetts Paid Family and Medical Leave Act, M.G.L. c. 175M, s. 9, and the Massachusetts Independent Contractor Statute, all as amended, as well as any other federal, state and local statutes, regulations, codes or ordinances that apply to you.
(d) Employe releases the Company Releasees from any and all wage and hour related claims to the maximum extent permitted by state law. This release of legal claims includes the Massachusetts Payment of Wages Act (M.G.L. ch. 149 §§148 and 150), the Massachusetts Overtime regulations (M.G.L. ch.151 §§ 1A and 1B), the Meal Break regulations (M.G.L. ch.149 §§ 100 and 101),the Massachusetts Minimum Fair Wages Act, and the Earned Sick Time Law (M.G.L. ch. 149, § 148C), and any other state wage and hour related claims arising out of or in any way connected with Employee’s employment with the Company, including any claims for unpaid or delayed payment of hourly wages, salary, overtime, minimum wages, bonus pay, vacation pay, holiday pay, sick leave pay, dismissal pay, commissions, incentive payments or severance, missed or interrupted meal periods, as well as interest, attorneys’ fees, costs, expenses, liquidated damages, treble damages or damages of any kind relating to a wage and hour claim, to the maximum extent permitted by law
(e) Nothing herein or elsewhere in the Agreement (i) prevents Employee from filing a claim under the workers compensation, paid family and medical leave, or unemployment compensation statutes; (ii) limits or affects Employee’s right to challenge the validity of this Agreement under the ADEA or the Older Worker Benefits Protection Act; (iii) prevents Employee from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information to such agencies; (iv) limits or affects Employee’s right to disclose or discuss sexual harassment or sexual assault disputes; (v) prevents Employee from exercising Employee’s rights under Section 7 of the National Labor Relations Act to engage in protected, concerted activity with other employees; although, by signing this Agreement Employee is waiving employee’s right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive an award from a government agency; or (vi) limits or affects Employee’s rights with respect to indemnification and related expense advancement or rights under any director or officer insurance policy; or (vii) limits or affects Employee’s rights with respect to equity incentive awards.
For avoidance of doubt, and to ensure clarity, while Employee acknowledges not having raised a claim of sexual harassment or abuse with the Company, or asserted such a claim outside the Company, nothing in this Agreement waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, whether because Employee is cooperating in an investigation or other legal proceeding on Employee’s own initiative or whether Employee has been required or requested to attend such an investigation or proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Supplemental Release. To that end, you have been encouraged and given the opportunity to consult with an attorney of your own choice prior to signing this Supplemental Release. In the event you do not sign this Supplemental Release, you will not be eligible for the payments described in the Agreement or the Consulting Agreement.
Capitalized terms used in this Supplemental Release but not defined herein shall have the meaning ascribed thereto in the Agreement.
This Supplemental Release of Claims shall be executed on or following your Termination Date and no later than five (5) days following the Termination Date.
| SIGNED: | ||
| DATED: |
Exhibit 10.2
November 8, 2024
Mr. Lawrence Lin
Dear Lawrence:
On behalf of Azenta, it is my pleasure to offer you the position of Executive Vice President and Chief Financial Officer. It is intended that you would join Azenta as Executive Vice President, Finance, and you would assume the role of Chief Financial Officer after the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 is filed with the Securities and Exchange Commission.
In this executive officer role, you will report directly to the Chief Executive Officer and have responsibility for all financial and fiscal management aspects of the Company to include building and executing a business plan while establishing long range strategic and financial objectives to expand the scope and profitability of Azenta. You will work with our executive leadership team to establish positive relationships with our customers, shareholders, and our employees.
A summary of the terms are as follows:
|
1. |
Your anticipated start date shall be on or about November 13, 2024. |
|
2. |
Your primary office will be located at the Company’s corporate headquarters in Burlington, Massachusetts. You will also be expected to travel to the Company’s other global locations as appropriate. |
|
3. |
Your base salary will be set at $540,000 annually and paid biweekly. Subsequent salary reviews for executive positions are normally conducted annually and any adjustments become effective in January. Your base salary will first be reviewed after the completion of fiscal year 2025. |
|
4. |
You are eligible to participate in the annual Incentive Compensation Plan (ICP) for FY 2025 (plan year beginning October 1, 2024), with an annual target of 80% of base salary. Payment of variable compensation is subject to meeting aggressive but achievable corporate financial goals and individual performance for the corresponding fiscal year. For the FY 2025 stub year, your earned salary will be used to calculate your ICP payout. |
|
5. |
Subject to final Board approval, you will be a participant in the Company’s Long Term Incentive Plan (LTIP) for the FY 2025-2027 period. This grant will have a value of $1,998,000 of which 50% of the value will be provided as performance share units (PSUs) and 50% in time-based restricted stock units (RSUs) that will vest annually over three years on a pro-rata basis from the grant date. You will be eligible for any subsequent LTIP grants as approved by the Board as part of our annual stock grant allocation. |
|
6. |
In recognition of your 2024 performance bonus you will be forfeiting with your current employer, Azenta: |
|
6.1. |
Will pay you a new hire cash bonus in the amount of $250,000 payable soon after your start date. This bonus will be subject to a claw back of 100% of the amount paid if you voluntarily resign without Good Reason within the first year of your hire date and 50% of the amount paid if you voluntarily resign within the second year of your tenure. |
|
6.2. |
Additionally, subject to final Board approval, you will be eligible for a separate equity grant of $250,000 (the “Make-Whole Award”) consisting of 100% time-based RSUs that will vest 50% on each of the first two anniversary dates of your hire, subject to a continuing service requirement. |
|
7. |
The following is the basis for severance eligibility in the unlikely event we separate our employment relationship. |
|
● |
If you voluntarily terminate employment without Good Reason or Azenta terminates your employment with Cause, the Company will provide you with your pro-rata base salary up to your termination date. |
|
● |
If Azenta terminates your employment without Cause (other than in connection with death or disability) or for Good Reason unrelated to a Change in Control, you will be eligible for salary continuation payments at your then current base salary for a period of twelve months from your termination date. In addition, you will continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees while you are receiving salary continuation payments. Further, the portion of the Make-Whole Award, that is scheduled to vest in the twelve-month period immediately following such termination date, shall immediately become fully vested. Any such severance benefits will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims. In addition, you cannot terminate employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had thirty (30) days from the date on which such notice is provided to cure such circumstances. If you do not terminate employment for Good Reason within forty-five (45) days of the expiration of the applicable cure period, then you will be deemed to have waived the right to terminate for Good Reason with respect to such occurrence. |
|
● |
If, within one year following a Change in Control, if your employment is terminated without Cause (other than in connection with death or disability) or you terminate your employment for Good Reason, you will be eligible for a lump sum payment equal to 1x your then current annual base salary and a pro-rated bonus for the year in which the termination occurs. In addition, the Company shall continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees for a period of two years from such termination. Any payment of the foregoing amounts will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims. |
|
● |
For purposes of Section 409A of the Internal Revenue Code (“Section 409A”), each installment of salary continuation or other payment shall be deemed to be a “separate payment” (within the meaning of Section 409A), and each payment shall be deemed exempt from the definition of nonqualified deferred compensation to the fullest extent possible under the short-term deferral exception and the involuntary separation pay exception of the Section 409A regulations. The Company’s obligations with respect to salary continuation and other separation payments shall also comply with the rules and regulations regarding the timing of such payments for “specified employees.” |
For the purposes of this offer letter, the following definitions shall apply:
“Cause” means, the good faith determination by the Company of any of the following: (i) your engaging in any acts of fraud, theft, or embezzlement involving the Company or its affiliates; (ii) your willful or gross neglect of, or repeated refusal or willful failure to perform the material duties or responsibilities of your position; (iii) your engaging in any willful material act of dishonesty in connection with your responsibilities to the Company and/or any of its affiliates; (iv) your indictment, including any plea of guilty or nolo contendere, of any felony or crime of moral turpitude which the Company reasonably determines is relevant to your position with the Company or is damaging to the reputation or business of the Company or its affiliates; (v) any conduct or omission which could reasonably be expected to, or which does, cause the Company or any of its affiliates public disgrace, disrepute or economic harm; (vi) your material violation of any written policies or procedures of the Company or its affiliates; (vii) your being found liable in any SEC or other civil or criminal securities law action, or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability); and/or (viii) your breach of any of the material terms of this offer letter or any other written agreement with the Company or its affiliates.
“Good Reason” means, without your express written consent, the occurrence of any one or more of the following conditions: (i) a material breach of this offer letter by the Company; (ii) a change in your title or a material diminution of your duties, responsibilities or authority resulting in duties, responsibilities or authority in material respects inconsistent with the duties, responsibilities or authority of the role of Chief Financial Officer of the Company; (iii) a reduction of your Base Salary (other than as part of an across-the-board reduction of senior executives of the Company); (iv) the relocation of your primary office to a location more than sixty (60) miles from the Company’s headquarters in Burlington, Massachusetts; or (v) any requirement that you report to someone other than the Chief Executive Officer of the Company.
“Change in Control” shall mean the Company consummates a transaction that constitutes a “change in ownership” or a “change in the ownership of substantial assets” of the Company as defined in Treasury Regulation Section 1.409A-3(i)(5), as further defined in subsections (i) and (ii) below.
|
(i) |
A “change in ownership” of the Company shall occur on the date that any one person, or more than one person acting as a group, acquires equity interest of the Company that, together with the equity interest held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the Company, provided, however, that it shall not be considered a Change in Control if one or more of the members in the Company as of the date of this Agreement acquire additional equity interest in the Company. |
|
(ii) |
A “change in the ownership of substantial assets” of the Company shall occur on the earlier date that: (x) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; and (y) the Company undergoes a merger, reorganization or other consolidation in which the members representing all of the voting power of the Company immediately prior to such merger, reorganization or consolidation own less than 50% of the surviving entity’s voting power immediately after the transaction. |
|
8. |
You will be eligible for our Company sponsored benefit plans. Azenta currently pays a majority (approximately 70%) of the cost of medical, dental and vision insurance and 100% of the cost of life and disability insurance. The Company also offers a 401(k) savings and retirement plan with a 4.5% company match, an Employee Stock Purchase Plan with a minimum 15% discount, a non-qualified Deferred Compensation Plan, and a Flexible Leave time off policy. Enclosed is a summary of these plans. |
You will be required to successfully complete the Company’s customary background check process. This offer will remain open until November 11, 2024. If accepted, you will also be required to execute our standard Employee Non-Solicitation and Proprietary Information Agreement and agree to the Company’s claw back terms. Both forms are enclosed. This letter agreement is a binding contract and may not be modified or amended except by a written agreement, signed by the Company and by you.
We are truly excited with the prospect of you joining Azenta and working with you to realize the full value of our Company.
Please sign and return one copy of this letter to Olga Pirogova in Human Resources at olga.pirogova@azenta.com. Thank you.
Sincerely yours,
/s/ Jophn Marotta
John Marotta
President and Chief Executive Officer
|
cc: |
Olga Pirogova SVP, CHRO |
| File |
Enclosures
| Acceptance: | s/ Lawrence Lin | November 11, 2024 | ||
| Signature | Date | |||
| November 13, 2024 | ||||
| Start Date | ||||
Exhibit 99.1
Azenta Reports Fourth Quarter and Full Year Fiscal 2024 Results; Announces the Plan to Sell B Medical Systems and Appoints Lawrence Y. Lin as CFO
| ● | FY'24 revenue growth of 4%, reported and organic, in combined Sample Management Solutions and Multiomics | |
| ● | FY'25 organic revenue growth expected to be 3% to 5% year over year, with Adjusted EBITDA margin expansion of approximately 300 basis points | |
| ● | Pursuing a sale of B Medical Systems to simplify portfolio and drive revenue growth and profitability | |
| ● | Announces appointment of Lawrence Y. Lin as Chief Financial Officer; Herman Cueto to remain as advisor to ensure smooth transition |
BURLINGTON, Mass., November 12, 2024 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the fourth quarter and fiscal year ended September 30, 2024.
Fiscal Year 2024 Highlights:
|
●
|
Q4'24 revenue growth of 6% reported and 5% organic, in combined Sample Management Solutions and Multiomics
|
|
|
●
|
FY'24 Adjusted EBITDA margin expansion of approximately 300 basis points versus last year
|
|
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Quarter Ended |
Year Ended |
||||||||||||||||||||||
|
Dollars in millions, except per share data |
September 30, |
September 30, |
|
September 30, |
September 30, |
|
||||||||||||||||||
|
|
2024 |
2023 |
Change |
2024 |
2023 |
Change |
||||||||||||||||||
|
Revenue from Continuing Operations |
$ | 170 | $ | 172 |
(1)% |
$ | 656 | $ | 665 |
(1)% |
||||||||||||||
|
Organic growth |
|
|
(2)% |
|
|
(2)% |
||||||||||||||||||
|
Sample Management Solutions |
$ | 85 | $ | 82 |
4% |
$ | 319 | $ | 304 |
5% |
||||||||||||||
|
Multiomics |
$ | 66 | $ | 61 |
8% |
$ | 255 | $ | 248 |
3% |
||||||||||||||
|
B Medical Systems |
$ | 19 | $ | 29 |
(35)% |
$ | 83 | $ | 113 |
(27)% |
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Diluted EPS Continuing Operations |
$ | (0.10 | ) | $ | 0.05 |
NM |
$ | (3.09 | ) | $ | (0.19 | ) |
NM |
|||||||||||
|
Diluted EPS Total |
$ | (0.10 | ) | $ | 0.06 |
NM |
$ | (3.09 | ) | $ | (0.22 | ) |
NM |
|||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Non-GAAP Diluted EPS Continuing Operations |
$ | 0.18 | $ | 0.13 |
47% |
$ | 0.41 | $ | 0.31 |
32% |
||||||||||||||
|
Adjusted EBITDA Continuing Operations |
$ | 17 | $ | 8 |
119% |
$ | 49 | $ | 30 |
62% |
||||||||||||||
|
Adjusted EBITDA Margin - Continuing Operations |
10.2 | % | 4.6 | % | 7.5 | % | 4.6 | % | ||||||||||||||||
Management Comments
“We ended fiscal 2024 strong, delivering core revenue growth in our Sample Management Solutions and Multiomics businesses, and upholding our commitment to meaningfully expand margins,” stated John Marotta, President and CEO. “We are proud of the progress that we made in fiscal 2024, particularly in our Transformation Program Ascend 2026, and intend to carry that momentum forward to drive further performance, as proven by our fiscal 2025 guidance, which anticipates core revenue growth in the range of 3% to 5%, with continued margin expansion and a renewed focus on free cash flow."
Mr. Marotta continued, “Azenta offers a unique portfolio of differentiated products and services and occupies a strong position in the marketplace. Our competitively advantaged portfolio of businesses, coupled with the capabilities of the Value Creation Committee, supported by the full Board, will accelerate our goal of delivering profitable growth and long-term shareholder value creation.”
Fourth Quarter Fiscal 2024 Results
|
● |
Revenue was $170 million, down 1% year over year. Organic revenue declined 2% year over year, which excludes the impact from foreign exchange of less than 1 percentage point. The year-over-year revenue decline was attributable to lower B Medical Systems (“B Medical”) revenue. The combined Sample Management Solutions and Multiomics business segments grew 5% on an organic basis. |
|
● |
Sample Management Solutions revenue was $85 million, up 4% year over year. |
| o |
Organic revenue was up 3%, mainly driven by continued strength in Sample Repository Services and Core Products, particularly in Cryogenic Stores and Consumables and Instruments. This was partially offset by a year-over-year revenue decline in Stores. |
|
● |
Multiomics revenue was $66 million, up 8% year over year. |
| o |
Organic revenue also grew 8% year over year, primarily driven by growth in Next Generation Sequencing, partially offset by a year-over-year decline in Sanger sequencing revenue. |
|
● |
B Medical Systems revenue was $19 million, down 35% year over year. |
| o |
Organic revenue also declined 35% year over year, mainly due to lower order volume in the quarter compared to the prior year, primarily attributable to timing of orders. |
Summary of GAAP Earnings Results
|
● |
Operating loss was $12 million. Operating margin increased 240 basis points year over year. |
|
o |
Gross margin was 40.8%, up 130 basis points year over year, driven by favorable product mix, operational efficiencies, and cost reduction initiatives, partially offset by increased amortization and transformation costs. |
|
o |
Operating expenses were $82 million, down 300 basis points year over year, primarily driven by lower selling, general and administrative expenses and lower amortization, partially offset by increased restructuring and transformation costs. |
|
● |
Other income included $6 million of net interest income versus $11 million in the prior year period. |
|
● |
Diluted EPS from continuing operations was ($0.10) compared to $0.05 one year ago. |
Summary of Non-GAAP Earnings Results
|
● |
Adjusted operating income was $7 million. Operating margin was 4.1%, an improvement of 460 basis points year over year. |
|
o |
Adjusted gross margin was 45.0%, up 220 basis points year over year, primarily driven by favorable product mix, operating efficiencies, and cost reduction initiatives. |
|
o |
Adjusted operating expense in the quarter was $69 million, down 700 basis points year over year, primarily driven by the benefit of cost reduction initiatives and lower commissions on cold chain sales in B Medical. |
|
● |
Adjusted EBITDA was $17 million, and Adjusted EBITDA margin was 10.2 %, up 560 basis points year over year. |
|
● |
Non-GAAP Diluted EPS was $0.18, compared to $0.13 one year ago. |
Full Year Fiscal 2024 Results
|
● |
Revenue for fiscal 2024 was $656 million, down 1% year over year. Organic revenue declined 2%, which excludes the impact from foreign exchange of less than 1 percentage point and a nominal contribution from acquisitions. The year-over-year revenue decline was attributable to lower B Medical revenue. The combined Sample Management Solutions and Multiomics business segments grew 4% on an organic basis. |
|
● |
Sample Management Solutions revenue was $319 million, up 5 % year over year. |
|
o |
Organic revenue was up 4%. The year-over-year revenue increase was driven by growth in both, the Sample Repository Services and Core Products businesses. |
|
● |
Multiomics revenue was $255 million, up 3% year over year. |
| o |
Organic revenue also grew 3% year over year, driven by growth in Next Generation Sequencing and Gene Synthesis services, partially offset by a year-over-year decline in Sanger sequencing revenue. |
|
● |
B Medical Systems revenue was $83 million, down 27% year over year. |
| o |
Organic revenue was also down 27% year over year, primarily driven by the timing of cold chain equipment orders. |
Summary of GAAP Results
|
● |
Operating loss was $201 million. Operating margin decreased 19.6% year over year. |
|
o |
Gross margin was 40.1%, up 60 basis points year over year, primarily driven by favorable product mix, operating efficiencies and cost reduction initiatives, as well as purchase accounting impacts on inventory in the prior year which did not reoccur, partially offset by increased amortization and transformation costs. |
|
o |
Operating expense was $464 million, up 38% year over year due to a $116 million non-cash impairment of goodwill and intangible assets, increased transformation and restructuring charges, and a benefit of $18.5 million of fair value contingent consideration adjustments related to B Medical recognized in the prior fiscal year that did not reoccur; these increases were partially offset by lower M&A costs and the benefit of our cost reduction initiatives. |
|
● |
Other income included $33 million of net interest income versus $44 million in the prior year period. |
|
● |
Diluted EPS from continuing operations was ($3.09) compared to ($0.19) in fiscal 2023. |
Summary of Non-GAAP Results
|
● |
Adjusted operating loss was $3 million and operating margin was (0.4%), an improvement of 190 basis points year over year. |
|
o |
Adjusted gross margin was 44.5%, up 70 basis points year over year, primarily driven by favorable product mix, operating efficiencies and cost reduction initiatives, partially offset by margin pressure from lower revenue in the B Medical segment. |
|
o |
Adjusted operating expense was $295 million, down 400 basis points year over year, primarily driven by the benefit of cost reduction initiatives and lower commissions on cold chain sales in B Medical. |
|
● |
Adjusted EBITDA was $49 million, and Adjusted EBITDA margin was 7.5%, an improvement of about 300 basis points year over year. |
|
| ● |
Non-GAAP Diluted EPS for fiscal 2024 was $0.41, compared to $0.31 in fiscal 2023. |
Cash and Liquidity as of September 30, 2024
|
● |
The Company ended fiscal year 2024 with a total balance of cash, cash equivalents, restricted cash, and marketable securities of $522 million. |
|
● |
Capital expenditures were $13 million in the quarter and $38 million for the full year. |
Share Repurchase Program Update
|
● |
In the fourth quarter, the Company repurchased approximately 4.9 million shares for approximately $249 million under a 10b5-1 trading program. |
|
● |
The Company completed the repurchases of its common stock under the 2022 Repurchase Authorization in September 2024. As of September 30, 2024, we have repurchased and retired 30.0 million shares of common stock for the full $1.5 billion approved. |
Review of Statements of Cash Flows
As part of the year end closing process, the Company is currently reviewing the classification of amounts, primarily between the line items “effects of exchange rate changes on cash and cash equivalents” and “cash provided by operating activities in the Company’s consolidated statements of cash flows that could potentially impact those line items in our previously issued statements of cash flows for fiscal year ended September 30, 2023 and fiscal 2024 quarterly periods. As a result, the Company has not included statements of cash flows in this release. The Company’s consolidated balance sheets and statements of operations are not impacted by any reclassification of these cash flow items for any period. The Company expects to reflect any changes to the previously issued statements of cash flows in its Annual Report of Form 10-K for the fiscal year ended September 30, 2024.
Guidance for Continuing Operations for Full Year Fiscal 2025 Excluding B Medical Systems
|
● |
Total organic revenue is expected to grow in the range of 3% to 5% relative to fiscal 2024. |
|
● |
Adjusted EBITDA margin expansion is expected to be approximately 300 basis points relative to fiscal 2024. |
Azenta does not provide forward-looking guidance on a GAAP basis for the measures on which it provides forward-looking non-GAAP guidance as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, are dependent on various factors, are out of the company's control, or cannot be reasonably predicted. Such adjustments include, but are not limited to, transformation costs, restructuring charges, costs related to acquisitions and divestitures costs, governance-related matters, goodwill and intangible impairments, and other gains and charges that are not representative of the normal operations of the business.
Pursuing Sale of B Medical Systems Segment
Azenta has announced it is pursuing a sale of its B Medical Systems segment, a manufacturer and global distributor of medical refrigeration devices based in Luxembourg. This action will simplify Azenta’s portfolio and allow management to focus on driving revenue growth and profitability in its core businesses. The decision follows work by the Board of Directors to evaluate strategic, operational and financial opportunities to maximize value.
Azenta does not intend to comment further on the process unless and until the Company has determined a specific course of action or otherwise determined that further disclosure is appropriate or required by law.
Names Lawrence Lin Chief Financial Officer
The Company has also named Lawrence Y. Lin as Chief Financial Officer, succeeding Herman Cueto, effective after the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 is filed with the Securities and Exchange Commission. Mr. Cueto will remain as an advisor for a period of time to help facilitate a seamless transition.
Mr. Lin joins Azenta from GeoStabilization International LLC (“GSI”), a privately held industrial company, and brings over twenty years of finance experience, including previously holding senior finance roles at PHC Holdings and Danaher.
Mr. Marotta commented, “We’re excited to have Lawrence join the Azenta team. Lawrence is an accomplished finance executive with a proven track record and a skillset that aligns perfectly with Azenta’s needs for its next phase of transformation.”
Mr. Marotta continued, “We will benefit from the many significant contributions Herman made during his time at Azenta, including notably, the development of Ascend 2026, which is already driving considerable margin expansion. He played a key role in laying a terrific foundation on which to build. We wish him the best going forward.”
Before joining GSI, Mr. Lin was Senior Vice President of Finance Operations at PHC Holdings Corporation (TSE: 6523), a leading diversified diagnostic, life sciences and medical device company based in Japan. Prior roles include Vice President of Finance for North America (CFO) and Global Functions at LivaNova (NYSE: LIVN), a global medical technology company, and Vice President of Finance Operations at KaVo Kerr, previously part of Danaher (NYSE: DHR), which was spun off as an independent public company named Envista (NYSE: NVST) in 2019. Mr. Lin holds a bachelor’s degree in finance from California State University, Fullerton.
Conference Call and Webcast
Azenta management will webcast its fourth quarter and full year 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.
Regulation G – Use of Non-GAAP financial Measures
The Company supplements its GAAP financial measures with certain non-GAAP financial measures to provide investors a better perspective on the results of business operations, which the Company believes is more comparable to the similar analyses provided by its peers. These measures are not presented in accordance with, nor are they a substitute for, U.S. generally accepted accounting principles, or GAAP. These measures should always be considered in conjunction with appropriate GAAP measures. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included at the end of this release following the consolidated balance sheets and statements of operations. Certain amounts in the tables that supplement the consolidated financial statements may not sum due to rounding. All percentages are calculated using unrounded amounts.
“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934
Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. Forward-looking statements include but are not limited to statements about our revenue and earnings expectations, the potential impact of the review of our statements of cash flows on our previously issued statements of cash flows for the fiscal year ended September 30, 2023 and fiscal 2024 quarterly periods, our ability to realize margin improvement from cost reductions, and our ability to deliver financial success in the future and otherwise related to future operating or financial performance and opportunities. Factors that could cause results to differ from our expectations include the following: our ability to reduce costs effectively; the volatility of the life sciences markets the Company serves; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; the inability of customers to make payments to us when due; price competition; disputes concerning intellectual property; uncertainties in global political and economic conditions; and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, Current Reports on Form 8-K and our Quarterly Reports on Form 10-Q. As a result, we can provide no assurance that our future results will not be materially different from those projected. Azenta expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or 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 |
Year Ended |
||||||||||||||
|
|
September 30, |
September 30, |
||||||||||||||
|
|
2024 |
2023 |
2024 |
2023 |
||||||||||||
|
Revenue |
|
|
|
|
||||||||||||
|
Products |
$ | 62,234 | $ | 72,180 | $ | 243,407 | $ | 277,191 | ||||||||
|
Services |
107,828 | 100,177 | 412,916 | 387,881 | ||||||||||||
|
Total revenue |
170,062 | 172,357 | 656,323 | 665,072 | ||||||||||||
|
Cost of revenue |
|
|
|
|
||||||||||||
|
Products |
44,043 | 49,235 | 170,094 | 186,090 | ||||||||||||
|
Services |
56,606 | 55,088 | 222,862 | 215,842 | ||||||||||||
|
Total cost of revenue |
100,649 | 104,323 | 392,956 | 401,932 | ||||||||||||
|
Gross profit |
69,413 | 68,034 | 263,367 | 263,140 | ||||||||||||
|
Operating expenses |
|
|
|
|
||||||||||||
|
Research and development |
8,412 | 8,932 | 33,525 | 33,956 | ||||||||||||
|
Selling, general and administrative |
72,014 | 74,926 | 302,737 | 316,282 | ||||||||||||
|
Impairment of goodwill and intangible assets |
— | — | 115,975 | — | ||||||||||||
|
Contingent consideration - fair value adjustments |
— | — | — | (18,549 | ) | |||||||||||
|
Restructuring charges |
1,279 | 804 | 11,808 | 4,577 | ||||||||||||
|
Total operating expenses |
81,705 | 84,662 | 464,045 | 336,266 | ||||||||||||
|
Operating loss |
(12,292 | ) | (16,628 | ) | (200,678 | ) | (73,126 | ) | ||||||||
|
Other income (expense) |
|
|
|
|
||||||||||||
|
Interest income |
5,527 | 11,329 | 33,177 | 43,735 | ||||||||||||
|
Other, net |
(472 | ) | (338 | ) | 178 | (1,042 | ) | |||||||||
|
Loss before income taxes |
(7,237 | ) | (5,637 | ) | (167,323 | ) | (30,433 | ) | ||||||||
|
Income tax (benefit) expense |
(2,253 | ) | (8,443 | ) | (3,153 | ) | (17,550 | ) | ||||||||
|
Income (loss) from continuing operations |
(4,984 | ) | 2,806 | (164,170 | ) | (12,883 | ) | |||||||||
|
Income (loss) from discontinued operations, net of tax |
— | 569 | — | (1,374 | ) | |||||||||||
|
Net income (loss) |
$ | (4,984 | ) | $ | 3,375 | $ | (164,170 | ) | $ | (14,257 | ) | |||||
|
Basic net income (loss) per share: |
|
|
|
|
||||||||||||
|
Income (loss) from continuing operations |
$ | (0.10 | ) | $ | 0.05 | $ | (3.09 | ) | $ | (0.19 | ) | |||||
|
Income (loss) from discontinued operations, net of tax |
— | 0.01 | — | (0.02 | ) | |||||||||||
|
Net income (loss) per share |
$ | (0.10 | ) | $ | 0.06 | $ | (3.09 | ) | $ | (0.22 | ) | |||||
|
Diluted net income (loss) per share: |
|
|
||||||||||||||
|
Income (loss) from continuing operations |
$ | (0.10 | ) | $ | 0.05 | $ | (3.09 | ) | $ | (0.19 | ) | |||||
|
Income (loss) from discontinued operations, net of tax |
— | 0.01 | — | (0.02 | ) | |||||||||||
|
Diluted net income (loss) per share |
$ | (0.10 | ) | $ | 0.06 | $ | (3.09 | ) | $ | (0.22 | ) | |||||
|
Weighted average shares used in computing net income (loss) per share: |
|
|
||||||||||||||
|
Basic |
48,079 | 59,603 | 53,175 | 66,253 | ||||||||||||
|
Diluted |
48,079 | 59,692 | 53,175 | 66,253 | ||||||||||||
AZENTA, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
|
September 30, |
September 30, |
|||||||
|
2024 |
2023 |
|||||||
|
Assets |
||||||||
|
Current assets |
||||||||
|
Cash and cash equivalents |
$ | 310,929 | $ | 678,910 | ||||
|
Short-term marketable securities |
151,162 | 338,873 | ||||||
|
Accounts receivable, net of allowance for expected credit losses ($6,558 and $8,057, respectively) |
172,711 | 156,535 | ||||||
|
Inventories |
115,256 | 128,198 | ||||||
|
Derivative asset |
— | 13,036 | ||||||
|
Short-term restricted cash |
2,069 | 4,650 | ||||||
|
Prepaid expenses and other current assets |
80,680 | 98,754 | ||||||
|
Total current assets |
832,807 | 1,418,956 | ||||||
|
Property, plant and equipment, net |
202,654 | 205,744 | ||||||
|
Long-term marketable securities |
49,454 | 111,338 | ||||||
|
Long-term deferred tax assets |
837 | 571 | ||||||
|
Operating lease right-of-use assets |
63,992 | 66,580 | ||||||
|
Goodwill |
691,409 | 784,339 | ||||||
|
Intangible assets, net |
248,030 | 294,301 | ||||||
|
Other assets |
10,858 | 3,891 | ||||||
|
Total assets |
$ | 2,100,041 | $ | 2,885,720 | ||||
|
Liabilities and stockholders' equity |
||||||||
|
Current liabilities |
||||||||
|
Accounts payable |
$ | 44,433 | $ | 35,796 | ||||
|
Deferred revenue |
31,978 | 34,614 | ||||||
|
Accrued warranty and retrofit costs |
10,129 | 10,223 | ||||||
|
Accrued compensation and benefits |
30,713 | 33,911 | ||||||
|
Accrued customer deposits |
22,324 | 17,707 | ||||||
|
Accrued VAT payable |
106 | 20,595 | ||||||
|
Accrued income taxes payable |
13,278 | 7,378 | ||||||
|
Accrued expenses and other current liabilities |
51,878 | 50,704 | ||||||
|
Total current liabilities |
204,839 | 210,928 | ||||||
|
Long-term tax reserves |
398 | 380 | ||||||
|
Long-term deferred tax liabilities |
54,177 | 67,301 | ||||||
|
Long-term operating lease liabilities |
58,792 | 60,436 | ||||||
|
Other long-term liabilities |
12,868 | 12,175 | ||||||
|
Total liabilities |
331,074 | 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, 59,031,953 shares issued and 45,570,084 shares outstanding at September 30, 2024, 71,294,247 shares issued and 57,832,378 shares outstanding at September 30, 2023 |
590 | 713 | ||||||
|
Additional paid-in capital |
505,958 | 1,156,160 | ||||||
|
Accumulated other comprehensive loss |
(13,464 | ) | (62,426 | ) | ||||
|
Treasury stock, at cost - 13,461,869 shares at September 30, 2024 and September 30, 2023 |
(200,956 | ) | (200,956 | ) | ||||
|
Retained earnings |
1,476,839 | 1,641,009 | ||||||
|
Total stockholders' equity |
1,768,967 | 2,534,500 | ||||||
|
Total liabilities and stockholders' equity |
$ | 2,100,041 | $ | 2,885,720 | ||||
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 |
|||||||||||||||||||||||
|
|
September 30, 2024 |
June 30, 2024 |
September 30, 2023 |
|||||||||||||||||||||
|
|
|
per diluted |
|
per diluted |
|
per diluted |
||||||||||||||||||
|
Dollars in thousands, except per share data |
$ |
share |
$ |
share |
$ |
share |
||||||||||||||||||
|
Net income (loss) from continuing operations |
$ | (4,984 | ) | $ | (0.10 | ) | $ | (6,582 | ) | $ | (0.12 | ) | $ | 2,806 | $ | 0.05 | ||||||||
|
Adjustments: |
|
|
|
|
|
|
||||||||||||||||||
|
Amortization of completed technology |
6,454 | 0.13 | 6,316 | 0.12 | 4,769 | 0.08 | ||||||||||||||||||
|
Purchase accounting impact on inventory |
— | — | — | — | 927 | 0.02 | ||||||||||||||||||
|
Amortization of intangible assets other than completed technology |
6,364 | 0.13 | 6,621 | 0.13 | 7,481 | 0.13 | ||||||||||||||||||
|
Rebranding and transformation costs(1) |
5,114 | 0.11 | 4,255 | 0.08 | (15 | ) | — | |||||||||||||||||
|
Restructuring charges |
1,279 | 0.03 | 2,064 | 0.04 | 804 | 0.01 | ||||||||||||||||||
|
Merger and acquisition costs and costs related to share repurchase(2) |
52 | — | 74 | — | 1,767 | 0.03 | ||||||||||||||||||
|
Tax adjustments(3) |
(561 | ) | (0.01 | ) | (9 | ) | — | (6,691 | ) | (0.11 | ) | |||||||||||||
|
Tax effect of adjustments |
(4,870 | ) | (0.10 | ) | (4,000 | ) | (0.09 | ) | (4,379 | ) | (0.07 | ) | ||||||||||||
|
Non-GAAP adjusted net income from continuing operations |
$ | 8,848 | $ | 0.18 | $ | 8,739 | $ | 0.16 | $ | 7,469 | $ | 0.13 | ||||||||||||
|
Stock-based compensation, pre-tax |
1,845 | 0.04 | 3,818 | 0.07 | (715 | ) | (0.01 | ) | ||||||||||||||||
|
Tax rate |
14 | % | — | 15 | % | — | 15 | % | — | |||||||||||||||
|
Stock-based compensation, net of tax |
1,587 | 0.03 | 3,245 | 0.07 | (608 | ) | (0.01 | ) | ||||||||||||||||
|
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations |
$ | 10,435 | $ | 0.22 | $ | 11,984 | $ | 0.23 | $ | 6,861 | $ | 0.11 | ||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Shares used in computing non-GAAP diluted net income per share |
48,079 | 52,963 | 59,692 | |||||||||||||||||||||
|
|
Year Ended |
|||||||||||||||
|
|
September 30, 2024 |
September 30, 2023 |
||||||||||||||
|
|
|
per diluted |
|
per diluted |
||||||||||||
|
Dollars in thousands, except per share data |
$ |
share |
$ |
share |
||||||||||||
|
Net loss from continuing operations |
$ | (164,170 | ) | $ | (3.09 | ) | $ | (12,883 | ) | $ | (0.19 | ) | ||||
|
Adjustments: |
|
|
|
|
||||||||||||
|
Amortization of completed technology |
24,770 | 0.47 | 18,494 | 0.28 | ||||||||||||
|
Purchase accounting impact on inventory |
— | — | 9,664 | 0.15 | ||||||||||||
|
Amortization of intangible assets other than completed technology |
26,500 | 0.50 | 29,884 | 0.45 | ||||||||||||
|
Rebranding and transformation costs(1) |
13,856 | 0.26 | (49 | ) | — | |||||||||||
|
Restructuring charges |
11,808 | 0.22 | 4,577 | 0.07 | ||||||||||||
|
Impairment of goodwill and intangible assets |
115,975 | 2.18 | — | — | ||||||||||||
|
Contingent consideration - fair value adjustments |
— | — | (18,549 | ) | (0.28 | ) | ||||||||||
|
Merger and acquisition costs and costs related to share repurchase(2) |
4,874 | 0.09 | 13,842 | 0.21 | ||||||||||||
|
Indemnification asset release |
— | — | (19 | ) | — | |||||||||||
|
Tax adjustments(3) |
2,945 | 0.06 | (8,102 | ) | (0.12 | ) | ||||||||||
|
Tax effect of adjustments |
(14,758 | ) | (0.28 | ) | (16,260 | ) | (0.25 | ) | ||||||||
|
Other special charges |
4 | — | — | — | ||||||||||||
|
Non-GAAP adjusted net income from continuing operations |
$ | 21,804 | $ | 0.41 | $ | 20,599 | $ | 0.31 | ||||||||
|
Stock-based compensation, pre-tax |
14,467 | 0.27 | 9,497 | 0.14 | ||||||||||||
|
Tax rate |
14 | % | — | 15 | % | — | ||||||||||
|
Stock-based compensation, net of tax |
12,442 | 0.23 | 8,072 | 0.12 | ||||||||||||
|
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations |
$ | 34,246 | $ | 0.64 | $ | 28,671 | $ | 0.43 | ||||||||
|
|
|
|
|
|
||||||||||||
|
Shares used in computing non-GAAP diluted net income per share |
— | 53,175 | — | 66,253 | ||||||||||||
| (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 cost reduction plan, and primarily relate to one time asset write-downs associated with changes in technology, one time inventory write-downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. |
|
(2) |
Includes expenses related to governance-related matters. |
|
(3) |
Tax adjustments during all periods include adjustments to tax benefits related to stock-based 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 twelve months ended September 30, 2023 also include a $1.4M increase in expense related to the exclusion of a benefit from an incentive tax rate change in China, and the exclusion of a one-time GAAP tax benefit related to the outside basis difference of a foreign subsidiary of $6.1 million. |
|
|
Quarter Ended |
Year Ended |
||||||||||||||||||
|
|
September 30, |
June 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||
|
GAAP net income (loss) |
$ | (4,984 | ) | $ | (6,582 | ) | $ | 3,375 | $ | (164,170 | ) | $ | (14,257 | ) | ||||||
|
Less: Income (loss) from discontinued operations |
— | — | 569 | — | (1,374 | ) | ||||||||||||||
|
GAAP net income (loss) from continuing operations |
(4,984 | ) | (6,582 | ) | 2,806 | (164,170 | ) | (12,883 | ) | |||||||||||
|
Adjustments: |
|
|
|
|
|
|||||||||||||||
|
Less: Interest income, net |
(5,527 | ) | (8,004 | ) | (11,329 | ) | (33,177 | ) | (43,735 | ) | ||||||||||
|
Add / Less: Income tax benefit |
(2,253 | ) | (450 | ) | (8,443 | ) | (3,153 | ) | (17,550 | ) | ||||||||||
|
Add: Depreciation |
9,055 | 9,749 | 9,891 | 37,500 | 37,206 | |||||||||||||||
|
Add: Amortization of completed technology |
6,454 | 6,316 | 4,769 | 24,770 | 18,494 | |||||||||||||||
|
Add: Amortization of intangible assets other than completed technology |
6,364 | 6,621 | 7,481 | 26,500 | 29,884 | |||||||||||||||
|
Earnings before interest, taxes, depreciation and amortization - Continuing operations |
$ | 9,109 | $ | 7,650 | $ | 5,175 | $ | (111,730 | ) | $ | 11,416 | |||||||||
|
|
Quarter Ended |
Year Ended |
||||||||||||||||||
|
|
September 30, |
June 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||
|
Earnings before interest, taxes, depreciation and amortization - Continuing operations |
$ | 9,109 | $ | 7,650 | $ | 5,175 | $ | (111,730 | ) | $ | 11,416 | |||||||||
|
Adjustments: |
|
|
|
|
|
|||||||||||||||
|
Add: Stock-based compensation |
1,845 | 3,818 | (715 | ) | 14,467 | 9,497 | ||||||||||||||
|
Add: Purchase accounting impact on inventory |
— | — | 927 | — | 9,664 | |||||||||||||||
|
Add: Restructuring charges |
1,279 | 2,064 | 804 | 11,808 | 4,577 | |||||||||||||||
|
Add: Impairment of goodwill and intangible assets |
— | — | — | 115,975 | — | |||||||||||||||
|
Add: Merger and acquisition costs and costs related to share repurchase(2) |
52 | 74 | 1,767 | 4,874 | 13,842 | |||||||||||||||
|
Less: Contingent consideration - fair value adjustments |
— | — | — | — | (18,549 | ) | ||||||||||||||
|
Less: Rebranding and transformation costs(1) |
5,114 | 4,255 | (15 | ) | 13,856 | (49 | ) | |||||||||||||
|
Less: Indemnification asset release |
— | — | — | — | (19 | ) | ||||||||||||||
|
Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations |
$ | 17,399 | $ | 17,861 | $ | 7,943 | $ | 49,250 | $ | 30,379 | ||||||||||
| (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 cost reduction plan, and primarily relate to one time asset write-downs associated with changes in technology, one time inventory write-downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. |
| (2) | Includes expenses related to governance-related matters. |
|
|
Quarter Ended |
|||||||||||||||||||||||
|
Dollars in thousands |
September 30, 2024 |
June 30, 2024 |
September 30, 2023 |
|||||||||||||||||||||
|
GAAP gross profit |
$ | 69,413 | 40.8 | % | $ | 69,056 | 40.0 | % | $ | 68,034 | 39.5 | % | ||||||||||||
|
Adjustments: |
|
|
|
|
||||||||||||||||||||
|
Amortization of completed technology |
6,454 | 3.8 | % | 6,316 | 3.7 | % | 4,769 | 2.8 | % | |||||||||||||||
|
Purchase accounting impact on inventory |
— | — | — | — | 927 | 0.5 | % | |||||||||||||||||
|
Rebranding and transformation costs(1) |
588 | 0.3 | % | 2,656 | 1.5 | % | — | — | ||||||||||||||||
|
Non-GAAP adjusted gross profit |
$ | 76,455 | 45.0 | % | $ | 78,028 | 45.2 | % | $ | 73,730 | 42.8 | % | ||||||||||||
|
|
Year Ended |
|||||||||||||||
|
Dollars in thousands |
September 30, 2024 |
September 30, 2023 |
||||||||||||||
|
GAAP gross profit |
$ | 263,367 | 40.1 | % | $ | 263,140 | 39.6 | % | ||||||||
|
Adjustments: |
|
|
||||||||||||||
|
Amortization of completed technology |
24,770 | 3.8 | % | 18,494 | 2.8 | % | ||||||||||
|
Purchase accounting impact on inventory |
— | — | 9,664 | 1.4 | % | |||||||||||
|
Rebranding and transformation costs(1) |
3,953 | 0.6 | % | — | — | |||||||||||
|
Non-GAAP adjusted gross profit |
$ | 292,090 | 44.5 | % | $ | 291,298 | 43.8 | % | ||||||||
| (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 cost reduction plan, and primarily relate to one time asset write-downs associated with changes in technology, one time inventory write-downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. |
|
|
Sample Management Solutions |
Multiomics |
||||||||||||||||||||||||||||||||||||||||||||||
|
|
Quarter Ended |
Quarter Ended |
||||||||||||||||||||||||||||||||||||||||||||||
|
|
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
||||||||||||||||||||||||||||||||||||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
||||||||||||||||||||||||||||||||||||||||||
|
GAAP gross profit |
$ | 39,541 | 46.6 | % | $ | 36,279 | 45.0 | % | $ | 38,296 | 46.8 | % | $ | 30,043 | 45.5 | % | $ | 29,199 | 45.9 | % | $ | 26,808 | 43.9 | % | ||||||||||||||||||||||||
|
Adjustments: |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
Amortization of completed technology |
1,056 | 1.2 | % | 1,010 | 1.3 | % | 867 | 1.1 | % | 1,040 | 1.6 | % | 1,038 | 1.6 | % | 1,211 | 2.0 | % | ||||||||||||||||||||||||||||||
|
Transformation costs(1) |
145 | 0.2 | % | (127 | ) | (0.2 | )% | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
Non-GAAP adjusted gross profit |
$ | 40,742 | 48.0 | % | $ | 37,162 | 46.1 | % | $ | 39,163 | 47.9 | % | $ | 31,083 | 47.1 | % | $ | 30,237 | 47.5 | % | $ | 28,019 | 45.8 | % | ||||||||||||||||||||||||
|
B Medical Systems |
Total Segments |
|||||||||||||||||||||||||||||||||||||||||||||||
|
Quarter Ended |
Quarter Ended |
|||||||||||||||||||||||||||||||||||||||||||||||
|
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
|||||||||||||||||||||||||||||||||||||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
||||||||||||||||||||||||||||||||||||||||||
|
GAAP gross profit |
$ | (173 | ) | (0.9 | )% | $ | 3,578 | 12.5 | % | $ | 2,930 | 10.0 | % | $ | 69,413 | 40.8 | % | $ | 69,056 | 40.0 | % | $ | 68,034 | 39.5 | % | |||||||||||||||||||||||
|
Adjustments: |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Amortization of completed technology |
4,358 | 22.7 | % | 4,268 | 15.0 | % | 2,691 | 9.1 | % | 6,454 | 3.8 | % | 6,316 | 3.7 | % | 4,769 | 2.8 | % | ||||||||||||||||||||||||||||||
|
Purchase accounting impact on inventory |
— | — | — | — | 927 | 3.1 | % | — | — | — | — | 927 | 0.5 | % | ||||||||||||||||||||||||||||||||||
|
Transformation costs(1) |
442 | 2.3 | % | 2,783 | 9.8 | % | — | — | 588 | 0.3 | % | 2,656 | 1.5 | % | — | — | ||||||||||||||||||||||||||||||||
|
Non-GAAP adjusted gross profit |
$ | 4,627 | 24.1 | % | $ | 10,629 | 37.3 | % | $ | 6,548 | 22.3 | % | $ | 76,455 | 45.0 | % | $ | 78,028 | 45.2 | % | $ | 73,730 | 42.8 | % | ||||||||||||||||||||||||
|
|
Sample Management Solutions |
Multiomics |
||||||||||||||||||||||||||||||
|
|
Year Ended |
Year Ended |
||||||||||||||||||||||||||||||
|
Dollars in thousands |
September 30, 2024 |
September 30, 2023 |
September 30, 2024 |
September 30, 2023 |
||||||||||||||||||||||||||||
|
GAAP gross profit |
$ | 142,035 | 44.6 | % | $ | 132,806 | 43.7 | % | $ | 115,434 | 45.3 | % | $ | 109,820 | 44.2 | % | ||||||||||||||||
|
Adjustments: |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Amortization of completed technology |
3,909 | 1.2 | % | 2,973 | 1.0 | % | 4,157 | 1.6 | % | 4,874 | 2.0 | % | ||||||||||||||||||||
|
Transformation costs(1) |
377 | 0.1 | % | — | — | — | — | — | — | |||||||||||||||||||||||
|
Non-GAAP adjusted gross profit |
$ | 146,321 | 45.9 | % | $ | 135,779 | 44.7 | % | $ | 119,591 | 47.0 | % | $ | 114,694 | 46.2 | % | ||||||||||||||||
|
B Medical Systems |
Total Segments |
|||||||||||||||||||||||||||||||
|
Year Ended |
Year Ended |
|||||||||||||||||||||||||||||||
|
Dollars in thousands |
September 30, 2024 |
September 30, 2023 |
September 30, 2024 |
September 30, 2023 |
||||||||||||||||||||||||||||
|
GAAP gross profit |
$ | 5,895 | 7.1 | % | $ | 20,514 | 18.1 | % | $ | 263,367 | 40.1 | % | $ | 263,140 | 39.6 | % | ||||||||||||||||
|
Adjustments: |
|
|
|
|
$ | — | ||||||||||||||||||||||||||
|
Amortization of completed technology |
16,704 | 20.1 | % | 10,647 | 9.4 | % | 24,770 | 3.8 | % | 18,494 | 2.8 | % | ||||||||||||||||||||
|
Purchase accounting impact on inventory |
— | — | 9,664 | 8.5 | % | — | — | 9,664 | 1.4 | % | ||||||||||||||||||||||
|
Transformation costs(1) |
3,576 | 4.3 | % | — | — | 3,953 | 0.6 | % | — | — | ||||||||||||||||||||||
|
Other adjustment |
— | — | (1 | ) | — | — | — | — | — | |||||||||||||||||||||||
|
Non-GAAP adjusted gross profit |
$ | 26,175 | 31.5 | % | $ | 40,824 | 36.1 | % | $ | 292,090 | 44.5 | % | $ | 291,298 | 43.8 | % | ||||||||||||||||
| (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 cost reduction plan, and primarily relate to one time asset write-downs associated with changes in technology, one time inventory write-downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. |
|
|
Sample Management Solutions |
Multiomics |
B Medical Systems |
|||||||||||||||||||||||||||||||||
|
|
Quarter Ended |
Quarter Ended |
Quarter Ended |
|||||||||||||||||||||||||||||||||
|
|
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
|||||||||||||||||||||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
|||||||||||||||||||||||||||
|
GAAP operating income (loss) |
$ | 8,641 | $ | 2,469 | $ | 4,992 | $ | (1,888 | ) | $ | (1,768 | ) | $ | (4,502 | ) | $ | (6,815 | ) | $ | (5,142 | ) | $ | (7,153 | ) | ||||||||||||
|
Adjustments: |
|
|
. | . | . | . | ||||||||||||||||||||||||||||||
|
Amortization of completed technology |
1,056 | 1,010 | 867 | 1,040 | 1,038 | 1,211 | 4,358 | 4,268 | 2,691 | |||||||||||||||||||||||||||
|
Purchase accounting impact on inventory |
— | — | — | — | — | — | — | — | 927 | |||||||||||||||||||||||||||
|
Amortization of intangible assets other than completed technology |
— | 51 | 51 | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
Transformation costs(1) |
163 | (127 | ) | — | — | — | — | 442 | 2,783 | — | ||||||||||||||||||||||||||
|
Other adjustment |
— | 1 | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||||||||||||
|
Non-GAAP adjusted operating income (loss) |
$ | 9,860 | $ | 3,404 | $ | 5,910 | $ | (848 | ) | $ | (730 | ) | $ | (3,291 | ) | $ | (2,015 | ) | $ | 1,908 | $ | (3,536 | ) | |||||||||||||
|
|
Total Segments |
Corporate |
Total |
|||||||||||||||
|
|
Quarter Ended |
Quarter Ended |
Quarter Ended |
|||||||||||||||
|
|
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
September 30, |
June 30, |
September 30, |
|||||||||
|
Dollars in thousands |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
2024 |
2024 |
2023 |
|||||||||
|
GAAP operating income (loss) |
$ (62) |
$ (4,441) |
$ (6,663) |
$ (12,230) |
$ (10,313) |
$ (9,965) |
$ (12,292) |
$ (14,754) |
$ (16,628) |
|||||||||
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|||||||||
|
Amortization of completed technology |
6,454 |
6,316 |
4,769 |
— |
— |
— |
6,454 |
6,316 |
4,769 |
|||||||||
|
Purchase accounting impact on inventory |
— |
— |
927 |
— |
— |
— |
— |
— |
927 |
|||||||||
|
Amortization of intangible assets other than completed technology |
— |
51 |
51 |
6,364 |
6,570 |
7,430 |
6,364 |
6,621 |
7,481 |
|||||||||
|
Rebranding and transformation costs(1) |
605 |
2,656 |
— |
4,509 |
1,599 |
(15) |
5,114 |
4,255 |
(15) |
|||||||||
|
Restructuring charges |
— |
— |
— |
1,279 |
2,064 |
804 |
1,279 |
2,064 |
804 |
|||||||||
|
Contingent consideration - fair value adjustments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||
|
Merger and acquisition costs and costs related to share repurchase(2) |
— |
— |
— |
52 |
74 |
1,767 |
52 |
74 |
1,767 |
|||||||||
|
Other adjustment |
— |
— |
(1) |
2 |
(1) |
— |
2 |
(1) |
(1) |
|||||||||
|
Non-GAAP adjusted operating income (loss) |
$ 6,997 |
$ 4,582 |
$ (917) |
$ (24) |
$ (7) |
$ 21 |
$ 6,973 |
$ 4,575 |
$ (896) |
|||||||||
|
|
Sample Management Solutions |
Multiomics |
B Medical Systems |
|||||||||
|
|
Year Ended |
Year Ended |
Year Ended |
|||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
September 30, |
September 30, |
|||||||
| Dollars in thousands | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||
|
GAAP operating income (loss) |
$ 6,383 |
$ (5,633) |
$ (12,152) |
$ (18,652) |
$ (25,949) |
$ (20,757) |
||||||
|
Adjustments: |
|
|
|
|
|
|
||||||
|
Amortization of completed technology |
3,909 |
2,973 |
4,157 |
4,874 |
16,704 |
10,647 |
||||||
|
Purchase accounting impact on inventory |
— |
— |
— |
— |
— |
9,664 |
||||||
|
Amortization of intangible assets other than completed technology |
154 |
311 |
— |
— |
— |
1,366 |
||||||
|
Transformation costs(1) |
395 |
— |
— |
— |
3,576 |
— |
||||||
|
Other adjustments |
— |
— |
— |
(1) |
— |
(1) |
||||||
|
Non-GAAP adjusted operating income (loss) |
$ 10,841 |
$ (2,349) |
$ (7,995) |
$ (13,779) |
$ (5,669) |
$ 919 |
||||||
|
|
Total Segments |
Corporate |
Total |
|||||||||||||||||||||
|
|
Year Ended |
Year Ended |
Year Ended |
|||||||||||||||||||||
|
September 30, |
September 30, |
September 30, |
September 30, |
September 30, |
September 30, |
|||||||||||||||||||
|
Dollars in thousands |
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||
|
GAAP operating loss |
$ | (31,718 | ) | $ | (45,042 | ) | $ | (168,960 | ) | $ | (28,084 | ) | $ | (200,678 | ) | $ | (73,126 | ) | ||||||
|
Adjustments: |
|
|
|
|
||||||||||||||||||||
|
Amortization of completed technology |
24,770 | 18,494 | — | — | 24,770 | 18,494 | ||||||||||||||||||
|
Purchase accounting impact on inventory |
— | 9,664 | — | — | — | 9,664 | ||||||||||||||||||
|
Amortization of intangible assets other than completed technology |
154 | 1,677 | 26,346 | 28,207 | 26,500 | 29,884 | ||||||||||||||||||
|
Rebranding and transformation costs(1) |
3,971 | — | 9,885 | (49 | ) | 13,856 | (49 | ) | ||||||||||||||||
|
Restructuring charges |
— | — | 11,808 | 4,577 | 11,808 | 4,577 | ||||||||||||||||||
|
Impairment of goodwill and intangible assets |
115,975 | — | 115,975 | — | ||||||||||||||||||||
|
Contingent consideration - fair value adjustments |
— | — | — | (18,549 | ) | — | (18,549 | ) | ||||||||||||||||
|
Merger and acquisition costs and costs related to share repurchase(2) |
— | — | 4,874 | 13,842 | 4,874 | 13,842 | ||||||||||||||||||
|
Other adjustments |
— | (2 | ) | — | 1 | — | (1 | ) | ||||||||||||||||
|
Non-GAAP adjusted operating loss |
$ | (2,823 | ) | $ | (15,209 | ) | $ | (72 | ) | $ | (55 | ) | $ | (2,895 | ) | $ | (15,264 | ) | ||||||
| (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 cost reduction plan, and primarily relate to one time asset write-downs associated with changes in technology, one time inventory write-downs relating to restructuring actions taken in the period, and third-party consulting costs associated with process and systems re-design. |
|
(2) |
Includes expenses related to governance-related matters. |
|
Sample Management Solutions |
Multiomics |
B Medical Systems |
Azenta Total |
|||||||||||||||||||||||||||||||||||||||||||||
|
Quarter Ended |
Quarter Ended |
Quarter Ended |
Quarter Ended |
|||||||||||||||||||||||||||||||||||||||||||||
|
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
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|
Dollars in millions |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
||||||||||||||||||||||||||||||||||||
|
Revenue |
$ | 85 | $ | 82 | 4 | % | $ | 66 | $ | 61 | 8 | % | $ | 19 | $ | 29 | (35 | )% | $ | 170 | $ | 172 | (1 | )% | ||||||||||||||||||||||||
|
Acquisitions/divestitures |
— | — | 0 | % | — | — | 0 | % | — | — | 0 | % | — | — | 0 | % | ||||||||||||||||||||||||||||||||
|
Currency exchange rates |
0 | — | (0 | )% | 0 | — | (0 | )% | 0 | — | (1 | )% | 1 | — | (0 | )% | ||||||||||||||||||||||||||||||||
|
Organic revenue |
$ | 85 | $ | 82 | 3 | % | $ | 66 | $ | 61 | 8 | % | $ | 19 | $ | 29 | (35 | )% | $ | 169 | $ | 172 | (2 | )% | ||||||||||||||||||||||||
|
|
Sample Management Solutions |
Multiomics |
B Medical Systems |
Azenta Total |
||||||||||||||||||||||||||||||||||||||||||||
|
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
||||||||||||||||||||||||||||||||||||||||||||
|
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
September 30, |
September 30, |
|
||||||||||||||||||||||||||||||||||||
|
Dollars in millions |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
2024 |
2023 |
Change |
||||||||||||||||||||||||||||||||||||
|
Revenue |
$ | 319 | $ | 304 | 5 | % | $ | 255 | $ | 248 | 3 | % | $ | 83 | $ | 113 | (27 | )% | $ | 656 | $ | 665 | (1 | )% | ||||||||||||||||||||||||
|
Acquisitions/divestitures |
1 | — | (0 | )% | — | — | 0 | % | — | — | 0 | % | 1 | — | (0 | )% | ||||||||||||||||||||||||||||||||
|
Currency exchange rates |
1 | — | (0 | )% | (1 | ) | — | 0 | % | 1 | — | (1 | )% | 1 | — | (0 | )% | |||||||||||||||||||||||||||||||
|
Organic revenue |
$ | 316 | $ | 304 | 4 | % | $ | 255 | $ | 248 | 3 | % | $ | 82 | $ | 113 | (27 | )% | $ | 654 | $ | 665 | (2 | )% | ||||||||||||||||||||||||
Document And Entity Information |
Nov. 12, 2024 |
|---|---|
| Document Information [Line Items] | |
| Entity, Registrant Name | Azenta, Inc. |
| Document, Type | 8-K |
| Document, Period End Date | Nov. 12, 2024 |
| 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 |
| Trading Symbol | AZTA |
| Security Exchange Name | NASDAQ |
| Entity, Emerging Growth Company | false |
| Amendment Flag | false |
| Entity, Central Index Key | 0000933974 |
1 Year Azenta Chart |
1 Month Azenta Chart |
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