avtr-20250331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-38912

Avantor, Inc.

(Exact name of registrant as specified in its charter)


Delaware			82-2758923
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Radnor Corporate Center, Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

(Address of principal executive offices) (zip code)

(610) 386-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Exchange on which registered

Common stock, $0.01 par value

AVTR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒ Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

On April 21, 2025, 681,429,663 shares of common stock, $0.01 par value per share, were outstanding.

Avantor, Inc. and subsidiaries

Form 10-Q for the quarterly period ended March 31, 2025

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			Page
Glossary			ii
Cautionary factors regarding forward-looking statements			iii

PART I — FINANCIAL INFORMATION
Item 1. Financial statements			1
Item 2. Management’s discussion and analysis of financial condition and results of operations			22
Item 3. Quantitative and qualitative disclosures about market risk			33
Item 4. Controls and procedures			33

PART II — OTHER INFORMATION
Item 1. Legal proceedings			33
Item 1A. Risk factors			33
Item 2. Unregistered sales of equity securities and use of proceeds			34
Item 3. Defaults upon senior securities			34
Item 4. Mine safety disclosures			34
Item 5. Other information			34
Item 6. Exhibits			35

Signature			36

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Glossary


			Description
the Company, we, us, our			Avantor, Inc. and its subsidiaries

Adjusted EBITDA			our earnings or loss before interest, taxes, depreciation, amortization and certain other adjustments
Adjusted Operating Income			our earnings or loss before interest, taxes, amortization and certain other adjustments
Annual Report			our annual report on Form 10-K for the year ended December 31, 2024
AOCI			accumulated other comprehensive income or loss
ASC			Accounting Standards Codification
ASU			Accounting Standards Update



CODM			chief operating decision maker

EURIBOR			the basic rate of interest used in lending between banks on the European Union interbank market
FASB			the Financial Accounting Standards Board of the United States
GAAP			United States generally accepted accounting principles


long-term			period other than short-term





OCI			other comprehensive income or loss


RSU			restricted stock units represent awards that will vest annually and awards that contain performance and market conditions
SEC			the United States Securities and Exchange Commission
SG&A expenses			selling, general and administrative expenses
short-term			period less than a year from the reporting date
SOFR			secured overnight financing rate

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Cautionary factors regarding forward-looking statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, including our cost transformation initiative, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “assumption,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “long-term,” “near-term,” “objective,” “opportunity,” “outlook,” “plan,” “potential,” “project,” “projection,” “prospects,” “seek,” “target,” “trend,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.

You should understand that the following important factors, in addition to those discussed under Part I, Item 1A “Risk Factors” in our Annual Report, as such risk factors may be updated from time to time in our periodic filings with the SEC and in this report, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•disruptions to our operations;

•competition from other industry providers;

•our ability to implement our strategies for improving growth and optimizing costs;

•our ability to anticipate and respond to changing industry trends;

•adverse trends in consumer, business, and government spending;

•our dependence on sole or limited sources for some essential materials and components;

•our ability to successfully value and integrate acquired businesses;

•our products’ satisfaction of applicable quality criteria, specifications and performance standards;

•our ability to maintain our relationships with key customers;

•our ability to maintain our relationships with distributors;

•our ability to maintain our customer base and our expected volume of customer orders;

•our ability to maintain and develop relationships with drug manufacturers and contract manufacturing organizations;

iii

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•the impact of new laws, regulations, or other industry standards;

•changes in the interest rate environment that increase interest on our borrowings;

•adverse impacts from currency exchange rates or currency controls imposed by any government in major areas where we operate or otherwise or from potential changes in trade restrictions, tariffs and exchange controls;

•our ability to implement and improve processing systems and prevent a compromise of our information systems or personal data;

•our ability to protect our intellectual property and avoid third-party infringement claims;

•exposure to product liability and other claims in the ordinary course of business;

•our ability to develop new products responsive to the markets we serve;

•supply chain constraints and the availability of raw materials;

•our ability to source certain of our products from certain suppliers;

•our ability to contain costs in an inflationary environment;

•our ability to avoid negative outcomes related to the use of chemicals;

•our ability to maintain highly skilled employees;

•our ability to maintain a competitive workforce;

•adverse impact of impairment charges on our goodwill and other intangible assets;

•currency fluctuations and uncertainties related to doing business outside the United States;

•our ability to obtain and maintain required regulatory clearances or approvals, which may constrain the commercialization of submitted products;

•our ability to comply with environmental, health and safety laws and regulations, or the impact of any liability or obligation imposed under such laws or regulations;

•our indebtedness, which could adversely affect our financial condition or prevent us from fulfilling our debt or contractual obligations;

•our ability to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs; and

•our ability to maintain an effective system of internal control over financial reporting.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or revise publicly any forward-

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looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.

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PART I — FINANCIAL INFORMATION

Item 1. Financial statements

Avantor, Inc. and subsidiaries

Index to unaudited condensed consolidated financial statements


			Page
Unaudited condensed consolidated balance sheets			2
Unaudited condensed consolidated statements of operations			3
Unaudited condensed consolidated statements of comprehensive income or loss			4
Unaudited condensed consolidated statements of stockholders’ equity			5
Unaudited condensed consolidated statements of cash flows			6
Notes to unaudited condensed consolidated financial statements			7

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Avantor, Inc. and subsidiaries

Unaudited condensed consolidated balance sheets


(in millions)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	315.7	$	261.9
Accounts receivable, net of allowances of $27.5 and $30.2	1,096.3		1,034.5
Inventory	750.1		731.5
Other current assets	120.3		118.7

Total current assets	2,282.4		2,146.6
Property, plant and equipment, net of accumulated depreciation and impairment charges of $663.4 and $629.5	736.3		708.1
Other intangible assets, net (see note 7)	3,331.1		3,360.2
Goodwill, net of accumulated impairment losses of $38.8 and $38.8	5,609.1		5,539.2
Other assets	367.5		360.4
Total assets	$	12,326.4	$	12,114.5
Liabilities and stockholders’ equity
Current liabilities:
Current portion of debt	$	827.5	$	821.1
Accounts payable	680.1		662.8
Employee-related liabilities	140.6		168.2
Accrued interest	39.3		48.6
Other current liabilities	346.9		306.8

Total current liabilities	2,034.4		2,007.5
Debt, net of current portion	3,279.2		3,234.7
Deferred income tax liabilities	550.0		557.3
Other liabilities	364.6		358.3
Total liabilities	6,228.2		6,157.8
Commitments and contingencies (see note 8)
Stockholders’ equity:

Common stock including paid-in capital, 681.5 and 680.8 shares issued and outstanding	3,948.4		3,937.7
Accumulated earnings	2,267.5		2,203.0
Accumulated other comprehensive loss	(117.7)		(184.0)
Total stockholders’ equity	6,098.2		5,956.7
Total liabilities and stockholders’ equity	$	12,326.4	$	12,114.5

See accompanying notes to the unaudited condensed consolidated financial statements.

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Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of operations


(in millions, except per share data)	Three months ended March 31,
	2025		2024
Net sales	$	1,581.4	$	1,679.8
Cost of sales	1,046.5		1,109.3
Gross profit	534.9		570.5
Selling, general and administrative expenses	387.5		424.2


Operating income	147.4		146.3
Interest expense, net	(42.2)		(64.3)
Loss on extinguishment of debt	—		(2.5)
Other (expense) income, net	(19.5)		1.1
Income before income taxes	85.7		80.6
Income tax expense	(21.2)		(20.2)
Net income	$	64.5	$	60.4



Earnings per share:
Basic	$	0.09	$	0.09
Diluted	$	0.09	$	0.09
Weighted average shares outstanding:
Basic	681.1		678.1
Diluted	682.4		681.4

See accompanying notes to the unaudited condensed consolidated financial statements.

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Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of comprehensive income or loss


(in millions)	Three months ended March 31,
	2025		2024
Net income	$	64.5	$	60.4
Other comprehensive income (loss):
Foreign currency translation — unrealized gain (loss)	37.8		(22.0)
Derivative instruments:
Unrealized gain	3.3		9.8
Reclassification of gain into earnings	(3.4)		(8.5)
Activity related to defined benefit plans:
Unrealized gain (loss)	3.6		(0.2)
Reclassification of loss into earnings	17.3		—
Other comprehensive income (loss) before income taxes	58.6		(20.9)
Income tax effect	7.7		(7.1)
Other comprehensive income (loss)	66.3		(28.0)
Comprehensive income	$	130.8	$	32.4

See accompanying notes to the unaudited condensed consolidated financial statements.

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Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of stockholders’ equity


(in millions)		Stockholders’ equity
	Common stock including paid-in capital		Accumulated earnings		AOCI		Total
		Shares							Amount
Balance on December 31, 2024		680.8	$	3,937.7	$	2,203.0	$	(184.0)	$	5,956.7
Comprehensive income		—	—		64.5		66.3		130.8
Stock-based compensation expense		—	13.0		—		—		13.0

Stock option exercises and other common stock transactions		0.7	(2.3)		—		—		(2.3)

Balance on March 31, 2025		681.5	$	3,948.4	$	2,267.5	$	(117.7)	$	6,098.2

Balance on December 31, 2023		676.6	$	3,830.1	$	1,491.5	$	(69.0)	$	5,252.6
Comprehensive income (loss)		—	—		60.4		(28.0)		32.4

Stock-based compensation expense		—	12.4		—		—		12.4

Stock option exercises and other common stock transactions		2.6	38.9		—		—		38.9

Balance on March 31, 2024		679.2	$	3,881.4	$	1,551.9	$	(97.0)	$	5,336.3

See accompanying notes to the unaudited condensed consolidated financial statements.

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Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of cash flows


(in millions)	Three months ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	64.5	$	60.4
Reconciling adjustments:
Depreciation and amortization	99.7		99.6


Stock-based compensation expense	12.4		12.7

Provision for accounts receivable and inventory	12.0		24.0
Deferred income tax benefit	(12.4)		(17.9)
Amortization of deferred financing costs	2.2		3.0
Loss on extinguishment of debt	—		2.5
Foreign currency remeasurement loss	1.9		5.3
Pension termination charges	18.1		—
Changes in assets and liabilities:
Accounts receivable	(43.2)		2.7
Inventory	(17.6)		(11.0)
Accounts payable	8.2		(43.6)
Accrued interest	(9.3)		(9.5)
Other assets and liabilities	(29.1)		9.3
Other	1.9		4.1
Net cash provided by operating activities	109.3		141.6
Cash flows from investing activities:
Capital expenditures	(28.0)		(34.7)



Other	(0.9)		0.5
Net cash used in investing activities	(28.9)		(34.2)
Cash flows from financing activities:
Debt borrowings

SEC Form 10-Q filed by Avantor Inc.