AZTA

Azenta, Inc.

NASDAQ · INDUSTRIALS · SPECIAL INDUSTRY MACHINERY, NEC

36.52

+0.79 +2.21%

USD · close Oct 21

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MKT CAP $1.6BP/E —DIV YIELD —FCF YIELD 0.62%REV TTM $613.8M +4.9%NET INCOME −$122.9MNET CASH $140M52W 16.02 – 42.73SEC XBRL · TTM TO Invalid Date

How AZTA rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors Factors That May Affect Future Results Investing in Azenta common stock involves a high degree of risk.
You should carefully consider the following risks and uncertainties, together with the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes included under Part II, Item 8, “Financial Statements and Supplementary Data,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before investing in our common stock.
The risks described below are material to our business and could materially adversely affect our business, financial condition, or operating results, and cause the trading price of our common stock to decline.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.
The forward-looking statements in this report are qualified by these risk factors.
Risk Factor Summary The following is a summary of the material risks that could adversely affect our business, financial condition, or operating results.
This summary should be read in conjunction with the full discussion of risk factors that follows.
Macroeconomic and External Risks ● A prolonged economic downturn, reductions in government funding for scientific research, increases in interest rates, inflation, or other macroeconomic pressures may reduce customer purchases, leading to lower sales and cash flows. ● Public health threats, epidemics, or pandemics could disrupt operations, reduce demand, or impair our ability to meet obligations. ● Global climate change, environmental regulations, or related developments could increase costs, disrupt operations, or reduce demand for our products and services. ● Currency exchange rate fluctuations may impact foreign holdings, lower margins, or require price increases that reduce sales. ● ESG matters, including climate change, diversity, and ethical supply chains, could increase costs, restrict activities, or harm our reputation if initiatives fail or are criticized.
Risks Relating to Our Operations ● Our operating results may fluctuate significantly due to factors like customer demand, product mix, and competition, making past performance an unreliable indicator of future results. ● Failure to introduce new products and services reflecting technological advances could make our offerings obsolete and harm our prospects. ● If our transformation initiatives fail to deliver expected cost savings or efficiencies, our financial results could be negatively impacted. ● Our global operations expose us to risks like political instability, regulatory changes, corruption, and difficulties in collecting receivables. ● Disruptions to our facilities or sample storage operations from unexpected events (e.g., natural disasters, power outages) could harm our reputation and results. ● Inaccurate demand forecasting could lead to excess or obsolete inventory, adversely affecting our financial condition. ● Material weaknesses in internal control over financial reporting could result in misstatements, harming investor confidence and our stock price. ● Impairment of goodwill or intangible assets could adversely affect our financial position and results. ● Changes in tax rates or regulations could affect our results of operations. ● We may face NOL limitations due to insufficient profits in relevant jurisdictions. ● We are subject to numerous governmental regulations, and noncompliance could lead to fines, suspensions, or other penalties.
Risks Related to Gene Synthesis ● We face regulatory risks associated with potential third-party misuse of our synthetic gene products. ● Ethical constraints and regulatory restrictions on genetic engineering may also narrow our markets and reduce demand for our gene synthesis services.
Risks Related to Cybersecurity and Data Privacy ● Cybersecurity incidents, including breaches, ransomware, or disruptions, could compromise sensitive data and interrupt operations, leading to regulatory penalties and loss of trust. ● Failure to comply with data protection laws (e.g., GDPR, CCPA) could result in enforcement actions, fines, and reputational harm.
Risks Related to Geopolitical Tensions and Supply Chain ● Geopolitical conflicts (e.g., Ukraine war, US-China friction) and related sanctions could disrupt supply chains, increase costs, or limit access to materials. ● Trade disputes, tariffs, or restrictions (e.g., US tariffs on imports from China) could raise costs and reduce competitiveness. ● Supply chain issues, including reliance on single-source suppliers or raw material shortages, could delay production and harm revenue.
Risks Related to Artificial Intelligence ● Ineffective development or deployment of AI technologies could lead to errors, biases, or disruptions in our operations. ● Evolving AI regulations could impose compliance burdens and limit our use of AI.
Risks Related to Intellectual Property ● Failure to protect our intellectual property could allow competitors to misappropriate our technology. ● Patent expirations could increase competition and reduce revenue. ● Claims of third-party IP infringement could result in costly litigation and prevent us from offering certain products.
Risks Related to Reliance on Third Parties ● Failure of key suppliers to deliver components could delay shipments and harm revenue. ● Declines in raw material availability could increase costs or disrupt manufacturing. ● External service providers' underperformance or cybersecurity breaches could adversely impact operations and data security.
Risks Relating to Our Customers ● Customers may not commit long-term and could cease purchases at any time, exposing us to competitive pressures. ● Claims for damages to customer materials due to product or service failures could lead to financial liability and reputational harm.
Risks Relating to Owning Our Securities ● Our stock price may be volatile due to market fluctuations, operating results, or external events. ● Provisions in our charter documents and Delaware law may delay or prevent acquisitions, potentially decreasing share value. ● Securities litigation or stockholder activism could incur costs, divert attention, and impact stock price.
This summary does not contain all the information that may be important to you.
You should read the entire risk factors section and the other information in this Annual Report on Form 10-K.
An economic downturn in the United States and elsewhere, reductions in the level of government funding for scientific research, increases in interest rates, and inflation, among other factors, may cause our current or potential customers to delay or reduce purchases.
This could result in reductions in sales of our products and services and materially adversely affect our results of operations and cash flows.
Volatility and disruption of global financial markets could limit our customers' ability to obtain adequate financing to maintain operations and proceed with planned or new capital spending initiatives.
This could lead to a reduction in sales volume that materially and adversely affects our results of operations and cash flow.
Public health threats and epidemics, whether global or regional in scope, could materially adversely affect our business, markets, workforce, and operations, as well as the operations of our customers, suppliers, and business partners.
In particular, such events may result in significant adverse financial or operational effects, including: ● substantial volatility or reductions in demand for our products and/or services; or ● an inability to meet customer needs or fulfill other obligations due to disruptions in our own operations or those of our third-party partners, suppliers, contractors, logistics providers, or customers.
These effects may be more pronounced in jurisdictions where we or our customers operate that are more severely impacted by the health threat or that impose stricter public health measures.
Although we have implemented health and safety protocols, business continuity plans, and crisis management procedures intended to mitigate the adverse effects of such events on our employees and operations, there can be no assurance that these measures will be fully effective or that they will not produce unintended negative consequences.
Accordingly, a significant public health threat or epidemic could have a material adverse effect on our business, financial condition, and results of operations.
Future regulations or voluntary actions on our part in response to climate change could result in costly changes to our facilities to reduce carbon emissions.
They could also increase energy costs as a result of switching to less carbon-intensive, but more expensive, sources of energy to operate our facilities and to transport and ship products and samples, including potential carbon pricing or taxes.
There can be no assurance that climate change or environmental regulation and response will not have a negative competitive impact on our ability to provide sample management, automated storage systems, and genomic services or that economic returns will match the investments that we are making in the development of new products and services.
There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance.
This may impact the demand for our products and services, our costs associated with providing our products and services, and our results of operations and financial condition.
In addition, the potential physical impacts of climate change on our operations are highly uncertain and could disproportionately affect the geographic locations where we operate.
These impacts may also adversely affect our properties (e.g., sample storage facilities vulnerable to extreme weather), our business, financial condition and results of operations.
Currency exchange rate fluctuations could have an adverse effect on our sales, cost of sales and results of operations.
We could experience losses with respect to forward exchange contracts into which we may enter.
In addition, most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products are sold or these services are provided.
The currency received in payment for such sales could be less valuable as compared to the U.S. dollar at the time of receipt as a result of exchange rate fluctuations.
As of September 30, 2025, we held approximately $119.6 million of cash and cash equivalents that is denominated in foreign currency, which represents a substantial portion of our current cash and cash equivalents balance.

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Risk Factors Factors That May Affect Future Results You should carefully consider the risks described below and the other information in this Annual Report on Form 10-K before deciding to invest in shares of our common stock.
These are the risks and uncertainties applicable to our businesses that we believe are most important for you to consider.
Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations.
If any of the following risks or uncertainties actually occur, our business, financial condition and operating results would likely suffer.
In that event, the market price of our common stock could decline, and you could lose all or part of your investment.
An economic downturn in the United States and elsewhere, reductions in the level of government funding for scientific research, increases in interest rates, inflation, among other factors, may cause our current or potential customers to delay or reduce purchases, which could, in turn, result in reductions in sales of our products and services, materially and adversely affecting our results of operations and cash flows.
Volatility and disruption of global financial markets could limit our customers' ability to obtain adequate financing to maintain operations and proceed with planned or new capital spending initiatives, leading to a reduction in sales volume that could materially and adversely affect our results of operations and cash flow.
Public health threats, whether global or not, may adversely impact our business and markets, including our workforce and operations and the operations of our customers, suppliers, and business partners.
In particular, we may experience material financial or operational impacts, including: ● significant volatility or reductions in demand for our products and/or services; or ● the inability to meet our customers’ needs or other obligations due to disruptions to our operations or the operations of our third-party partners, suppliers, contractors, logistics partners, or customers.
These impacts may be of greater magnitude in certain jurisdictions in which we and our customers operate that are impacted by these threats or react to the threats with more stringent policies.
While we have developed and implemented and continue to develop and implement health and safety protocols, business continuity plans and crisis management protocols in an effort to try to mitigate the negative impact health threats on our employees and our business, there can be no assurance that we will be successful in our efforts or that such efforts may not have detrimental unintended consequences, and as a result, our business, financial condition and results of operations may be materially and adversely affected by health threats and epidemics.
Future regulations or voluntary actions on our part in response to climate change could result in costly changes to our facilities to reduce carbon emissions and could increase energy costs as a result of switching to less carbon-intensive, but more expensive, sources of energy to operate our facilities and to transport and ship products and samples.
There can be no assurance that climate change or environmental regulation and response will not have a negative competitive impact on our ability to provide sample management, automated storage, and genomic services or that economic returns will match the investments that we are making in the development of new products and services.
There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance, which may impact the demand for our products and services, our costs associated with providing our products and services, and our results of operations and financial condition.
In addition, the potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate.
These impacts may also adversely affect our properties, our business, financial condition and results of operations.
Currency exchange rate fluctuations could have an adverse effect on our sales, cost of sales and results of operations, and we could experience losses with respect to forward exchange contracts into which we may enter.
In addition, most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products are sold or these services are provided and the currency received in payment for such sales could be less valuable as compared to the U.S. dollar at the time of receipt as a result of exchange rate fluctuations.
As of September 30, 2024, we held approximately $124 million of cash and cash equivalents that is denominated in foreign currency, which represents a substantial portion of our current cash and cash equivalents balance.
There has been an increased focus from investors, customers, employees and other stakeholders concerning ESG matters, including addressing climate change, which may result in increases in our costs to operate our business or restrict certain aspects of our activities.
The standards by which ESG efforts and related matters are measured are developing and evolving, and certain areas are subject to assumptions that could change over time and the extent and severity of climate change impacts are unknown.
In addition, we could be criticized for the scope of such initiatives or goals or perceived as not acting responsibly in connection with these matters.
Our revenue, operating margins and other operating results could fluctuate significantly from quarter-to-quarter and year-to-year depending upon a variety of factors, including: ● changes in the timing and terms of product orders and service contracts by our customers as a result of our customer concentration or otherwise; ● changes in the demand for the mix of products and services that we offer; ● the timing and amount of any new repurchases of our common stock; ● the timing and market acceptance of our new product and service introductions; ● delays or problems in the planned introduction of new products or services, or in the performance of any such products following delivery to customers or the quality of such services; ● new products, services or technological innovations by our competitors, which can, among other things, render our products and services less competitive due to the rapid technological changes in the markets in which we provide products and services; ● the timing and related costs of any acquisitions, divestitures or other strategic transactions; ● our ability to reduce our costs in response to decreased demand for our products and services; ● our ability to accurately estimate customer demand, including the accuracy of demand forecasts used by us; ● disruptions in our manufacturing process or in the supply of components to us; ● write-offs for excess or obsolete inventory; ● competitive pricing pressures; and ● increased investment into our infrastructure to support our growth, including capital equipment, research and development, as well as selling and marketing initiatives to support continuous product and services innovation, technological capability enhancements and sales efforts.
The success of our product development and introduction of products and services to market depends on our ability to: ● identify and define new market opportunities, products and services in an accurate manner; ● obtain market acceptance of our products and services; ● innovate, develop, acquire and commercialize new technologies and applications in a timely and cost effective manner; ● adjust to changing market conditions; ● differentiate our offerings from our competitors’ offerings; ● obtain and maintain intellectual property rights where necessary; ● continue to develop a comprehensive, integrated product and service strategy; ● price our products and services appropriately; and ● design our products to high standards of manufacturability so that they meet customer requirements.
We have identified initiatives and activities to support the objectives of the transformation initiative.
During fiscal years ended September 30, 2024, 2023 and 2022, approximately 44%, 46% and 33% of our revenue was derived from sales outside of North America.
We expect that international sales, including increased sales in Asia and Africa, will continue to account for a significant portion of our revenue for the foreseeable future, and that in particular, the proportion of our sales to customers in China will increase, due in large part to our significant genomic services operation in China.
Additionally, we intend to invest additional resources in facilities in China, which will increase our global footprint of sales, service and repair operations.
As a result of our international operations, we are exposed to many risks and uncertainties, including: ● longer sales-cycles and time to collection; ● tariff and international trade barriers; ● fewer or less certain legal protections for intellectual property and contract rights abroad; ● different and changing legal and regulatory requirements in the jurisdictions in which we operate; ● government currency control and restrictions on repatriation of earnings; ● a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, and differing employment practices and labor issues; ● an increased reliance on third-party agents and distributors to transact business in jurisdictions where we do not have a presence; ● fluctuations in foreign currency exchange and interest rates, particularly in Asia and Europe; ● political and economic instability, changes, hostilities and other disruptions in regions where we operate; and ● intervention or attempts to control our international operations by foreign governments, including our Suzhou China facility by the government of China.
As of September 30, 2024, we held approximately $146 million of cash outside the United States and our ability to repatriate any of the funds for use in the United States or elsewhere in our business may be limited based on local country statutory requirements, which could negatively impact our opportunities to deploy capital.
Our acquisitions, present numerous risks, including: ● difficulties in integrating the operations, technologies, products and personnel of the acquired companies and realizing the anticipated synergies of the combined businesses; ● defining and executing a comprehensive product and services strategy; ● managing the risks of entering markets or types of businesses in which we have limited or no direct experience; ● the potential loss of key employees, customers and strategic partners of ours or of acquired companies; ● unanticipated problems or latent liabilities, such as problems with the quality of the installed base of the target company’s products or infringement of another company’s intellectual property by a target company’s activities, products or services; ● problems associated with compliance with the acquired company’s existing contracts; ● difficulties in managing geographically dispersed operations; ● the diversion of management’s attention from normal daily operations of the business; and ● difficulties in accurately estimating the expected demand for any acquired product, service or technology and the timing and regularity thereof.
Because a significant portion of our growth potential may be dependent on our ability to increase sales within each of the Sample Management Solutions, Multiomics, and B Medical Systems segments, our inability to successfully expand within the markets serviced by these segments may adversely impact future financial results.
Any failure to attract, recruit, train, retain, motivate and integrate qualified personnel, in particular our new President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, could materially harm our strategic plan, operating results and growth prospects.
John Marotta joined us as President, Chief Executive Officer and member of our Board of Directors on September 9, 2024 to succeed Dr.
Stephen Schwartz, who previously announced his retirement after more than 14 years of service to us.
In addition, on November 12, 2024, Lawrence Lin was appointed as our Executive Vice President and Chief Financial Officer following the filing of this Annual Report on Form 10-K to succeed Herman Cueto in this role.
Although we have taken steps to help ensure a smooth and successful transition, there can be no assurance that these steps will be successful.
Unexpected events, including fires or explosions at our facilities, natural disasters, such as tornadoes, hurricanes and earthquakes, war or terrorist activities, unplanned power outages, supply disruptions and failure of equipment or systems, could adversely affect our reputation and results of operations.
Our primary storage facility is located in Indianapolis, Indiana, an area of the United States that can be prone to tornadoes and other severe weather events.
Our business relies on certain critical information systems and a failure or breach of such a system could harm our business and results of operations and, in the event of unauthorized access to a customer ’ s data or our data, incur significant legal and financial exposure and liabilities.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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