Azenta, Inc.
For the period ended Sep 30, 2025. Filed Dec 4, 2025.
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FY2025 · Filed Dec 4, 2025
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Azenta, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Azenta, Inc. and its subsidiaries (the "Company") as of September 30, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended September 30, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of September 30, 2025, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established inInternal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls related to the review of the cash flow statement, the preparation and review of account reconciliations, and the classification of certain costs in the statement of operations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Interim Goodwill Impairment Assessments - Sample Management Solutions (“SMS”) and Multiomics Reporting Units
As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $702.4 million as of September 30, 2025, of which $505.6 million relates to the SMS reporting unit and $196.8 million relates to the Multiomics reporting unit. During the third quarter of fiscal year 2025, the Company determined that a sustained decline in its stock price was an indicator of potential impairment and performed an interim quantitative goodwill impairment test for its reporting units as of June 30, 2025. No impairment was recorded as a result of the interim assessment. The estimated fair value of each of the reporting units was derived based on the income approach, using the discounted cash flow method, and the market approach, using the guideline company method. The income approach reflected management’s assumptions regarding revenue growth rates, forecasted gross profit margins, research and development expenses, selling, general and administrative expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the SMS and Multiomics reporting units.
The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the SMS and Multiomics reporting units is a critical audit matter are(i) the significant judgment by management when developing the fair value estimate of the SMS and Multiomics reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, selling, general and administrative expenses, and discount rate for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, selling, general and administrative expenses, and discount rate for the Multiomics reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the SMS and Multiomics reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the SMS and Multiomics reporting units; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of the underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, selling, general and administrative expenses, and discount rate for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, selling, general and administrative expenses, and discount rate for the Multiomics reporting unit. Evaluating management’s assumptions related to revenue growth rates and selling, general and administrative expenses for the SMS reporting unit and revenue growth rates, forecasted gross profit margins, and selling, general and administrative expenses for the Multiomics reporting unit involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the SMS and Multiomics reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumptions.
Income Tax Benefit of a Worthless Stock Deduction
As described in Notes 2 and 16 to the consolidated financial statements, during the year ended September 30, 2025, management recorded a $45.6 million tax benefit for a worthless stock deduction, which was reflected as long term income taxes receivable on the balance sheet, net of an unrecognized tax benefit of $2.5 million. The tax benefit results from the carryback of a capital loss on an investment in a foreign subsidiary. The transaction involved legal restructuring in foreign jurisdictions. Management evaluated the deduction and believes it is more likely than not to be sustained on its technical merits.
The principal considerations for our determination that performing procedures relating to the income tax benefit of a worthless stock deduction is a critical audit matter are (i) the significant judgment by management when determining whether the worthless stock deduction is more likely than not to be sustained on its technical merits; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the technical merits of the worthless stock deduction; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition and measurement of the income tax benefit related to the worthless stock deduction. These procedures included, among others (i) evaluating the appropriateness of management’s assessment of the technical merits of the worthless stock deduction and the application of relevant tax laws in the United States and (ii) testing the completeness and accuracy of the underlying data used in management’s assessment. Professionals with specialized skill and knowledge were used to assist in evaluating management’s assessment of the technical merits of the worthless stock deduction and the application of relevant tax laws in the United States, as well as in evaluating opinions of third-party tax and legal advisors.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
December 4, 2025
We have served as the Company’s auditor since 2016.
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