UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~June 30,~~December 31, 2022

☐

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 000-23357

INOTIV, INC.

(Exact name of the registrant as specified in its charter)



INDIANA (State or other jurisdiction of incorporation or organization)		35-1345024 (I.R.S. Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE, INDIANA (Address of principal executive offices)		47906 (Zip code)

(765) 463-4527

(Registrant's telephone number, including area code)

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




Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	NOTV	The Nasdaq Stock Market LLC

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check):~~


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 ☒

As of ~~August~~February 3, ~~2022, 25,593,313~~2023, 25,631,236 of the registrant's common shares were outstanding.

Table of Contents

TABLE OF CONTENTS



		Page
PART I	FINANCIAL INFORMATION

Item 1	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of ~~June 30,~~December 31, 2022 (Unaudited) and September 30, ~~2021~~2022	4
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~June 30,~~December 31, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss for the Three ~~and Nine~~ Months Ended ~~June 30,~~December 31, 2022 and 2021 (Unaudited)	6
	Condensed Consolidated Statements of Shareholders’ Equity and Noncontrolling Interest for the Three ~~and Nine~~ Months Ended ~~June 30,~~December 31, 2022 and 2021 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~June 30,~~December 31, 2022 and 2021 (Unaudited)	98
	Notes to Condensed Consolidated Financial Statements	109
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3834
Item 3	Quantitative and Qualitative Disclosures about Market Risk	4945
Item 4	Controls and Procedures	5046

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	5147
Item 1A	Risk Factors	5147
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5247
Item 3	Defaults Upon Senior Securities	5247
Item 4	Mine Safety Disclosures	5247
Item 5	Other Information	5247
Item 6	Exhibits	5247
	Signatures	5349

Table of Contents

INOTIV, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

June 30,

September 30,


2022

2021

(Unaudited)

Assets





Current assets:





Cash and cash equivalents

$
21,243

$
138,924

Restricted cash

476

18,000

Trade receivables and contract assets, net of allowances for doubtful accounts of $3,909 and $668, respectively

107,719

28,364

Inventories, net

66,401

602

Prepaid expenses and other current assets

38,939

3,129

Total current assets

234,778

189,019



Property and equipment, net

187,492

47,978

Operating lease right-of-use assets, net

29,116

8,358

Goodwill

397,337

51,927

Other intangible assets, net

311,628

24,233

Other assets

7,427

341

Total assets

$
1,167,778

$
321,856



Liabilities, shareholders' equity and noncontrolling interest



Current liabilities:



Accounts payable

$
31,352

$
6,163

Accrued expenses and other liabilities

28,494

8,968

Capex line of credit

0

1,749

Fees invoiced in advance

75,481

26,614

Current portion of long-term operating lease

6,151

1,959

Current portion of long-term debt

4,985

9,656

Total current liabilities

146,463

55,109

Long-term operating leases, net

22,901

6,554

Long-term debt, less current portion, net of debt issuance costs

333,773

154,209

Other liabilities

1,514

512

Deferred tax liabilities, net

49,494

344

Total liabilities

554,145

216,728

Contingencies (Note 15)



Shareholders’ equity and noncontrolling interest:



Common shares, 0 par value:

Authorized 74,000,000 shares; 25,515,791 issued and outstanding at June 30, 2022 and 15,931,485 at September 30, 2021

6,341

3,945

Additional paid-in capital

715,387

112,198

Accumulated deficit

(104,646)

(11,015)

Accumulated other comprehensive loss

(3,306)

0

Total equity attributable to common shareholders

613,776

105,128

Noncontrolling interest

(143)

0

Total shareholders’ equity and noncontrolling interest

613,633

105,128

Total liabilities and shareholders’ equity and noncontrolling interest

$
1,167,778

$
321,856


		December 31,		September 30,
	2022		2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	20,820	$	18,515
Restricted cash		—		465
Trade receivables and contract assets, net of allowances for credit losses of $7,292 and $6,268, respectively		74,587		100,073
Inventories, net		75,639		71,441
Prepaid expenses and other current assets		33,922		42,483
Assets held for sale		7,560		—
Total current assets		212,528		232,977

Property and equipment, net		187,952		186,199
Operating lease right-of-use assets, net		34,152		32,489
Goodwill		91,458		157,825
Other intangible assets, net		338,456		345,886
Other assets		6,513		7,524
Total assets	$	871,059	$	962,900

Liabilities, shareholders' equity and noncontrolling interest
Current liabilities:
Accounts payable	$	28,152	$	28,695
Accrued expenses and other liabilities		28,582		35,801
Revolving credit facility		—		15,000
Fees invoiced in advance		60,655		68,642
Current portion of long-term operating lease		8,475		7,982
Current portion of long-term debt		7,553		7,979
Liabilities held for sale		2,710		—
Total current liabilities		136,127		164,099
Long-term operating leases, net		26,240		24,854
Long-term debt, less current portion, net of debt issuance costs		365,643		330,677
Other long-term liabilities		6,073		6,477
Deferred tax liabilities, net		57,169		77,027
Total liabilities		591,252		603,134

Contingencies (Note 14)

Shareholders’ equity and noncontrolling interest:
Common shares, no par value:
Authorized 74,000,000 shares at December 31, 2022 and at September 30, 2022; 25,606,636 issued and outstanding at December 31, 2022 and 25,598,289 at September 30, 2022		6,363		6,362
Additional paid-in capital		709,856		707,787
Accumulated deficit		(435,209)		(348,277)
Accumulated other comprehensive loss		(206)		(5,500)
Total equity attributable to common shareholders		280,804		360,372
Noncontrolling interest		(997)		(606)
Total shareholders’ equity and noncontrolling interest		279,807		359,766
Total liabilities and shareholders’ equity and noncontrolling interest	$	871,059	$	962,900

The accompanying notes are an integral part of the condensed consolidated financial statements

Table of Contents

INOTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended
	June 30,				June 30,				December 31,
	2022		2021		2022		2021		2022		2021
Service revenue	$	60,119	$	21,924	$	147,879	$	56,858	$	50,048	$	38,176
Product revenue		112,547		968		249,311		2,671		72,706		46,035
Total revenue	$	172,666		22,892	$	397,190	$	59,529	$	122,754		84,211
Costs and expenses:
Cost of services provided		34,477		14,701		91,991		38,204
Cost of products sold		87,253		545		190,212		1,477
Cost of services provided (excluding amortization of intangible assets)										35,430		24,209
Cost of products sold (excluding amortization of intangible assets)										65,639		40,677
Selling		4,802		838		12,187		2,343		4,507		2,738
General and administrative		21,652		7,306		56,251		17,653		28,969		13,252
Amortization of intangible assets		8,854		619		18,664		931		8,781		3,396
Other operating expense		10,841		586		48,871		1,131		3,639		33,580
Operating income (loss)	$	4,787	$	(1,703)	$	(20,986)	$	(2,210)
Other income (expense):
Goodwill impairment loss										66,367		—
Operating loss									$	(90,578)	$	(33,641)
Other (expense) income:
Interest expense		(8,441)		(449)		(20,816)		(1,163)		(10,450)		(4,828)
Other income (expense)		440		1		(57,426)		180
Other expense										(1,878)		(57,727)
Loss before income taxes	$	(3,214)	$	(2,151)	$	(99,228)	$	(3,193)	$	(102,906)	$	(96,196)
Income tax (expense) benefit		(342)		4,753		5,597		4,706
Consolidated net (loss) income	$	(3,556)	$	2,602	$	(93,631)	$	1,513
Income tax benefit										15,974		12,785
Consolidated net loss									$	(86,932)	$	(83,411)
Less: Net income (loss) attributable to noncontrolling interests		172		—		(769)		—		391		(364)
Net (loss) income attributable to common shareholders	$	(3,728)	$	2,602	$	(92,862)	$	1,513
Net loss attributable to common shareholders									$	(87,323)	$	(83,047)

(Loss) income per common share
Net (loss) income attributable to common shareholders:
Basic	$	(0.15)	$	0.18	$	(3.88)	$	0.12
Diluted	$	(0.15)	$	0.17	$	(3.88)	$	0.12
Loss per common share
Net loss attributable to common shareholders:
Basic and diluted									$	(3.41)	$	(3.93)

Weighted-average number of common shares outstanding:
Basic		25,510		14,656		23,938		12,274
Diluted		25,510		15,383		23,938		12,948
Basic and diluted										25,603		21,124

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

INOTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS) INCOME (UNAUDITED)~~LOSS

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended
	June 30,				June 30,				December 31,
	2022		2021		2022		2021		2022		2021
Consolidated net (loss) income	$	(3,556)	$	2,602	$	(93,631)	$	1,513
Consolidated net loss									$	(86,932)	$	(83,411)
Foreign currency translation		(2,851)		0		(3,718)		0		5,107		247
Defined benefit plans:
Amortization of periodic benefit costs		173		0		403		0
Other comprehensive loss, net of tax		(2,678)		0		(3,315)		0
Consolidated comprehensive (loss) income		(6,234)		2,602		(96,946)		1,513
Pension cost amortization										(54)		—
Actuarial gains (losses), net of tax										—		(110)
Foreign currency translation										241		—
Other comprehensive income, net of tax										5,294		137
Consolidated comprehensive loss										(81,638)		(83,274)
Less: Comprehensive income (loss) attributable to non-controlling interests		172		0		(769)		0		391		(364)
Comprehensive (loss) income attributable to common stockholders	$	(6,406)	$	2,602	$	(96,177)	$	1,513
Comprehensive loss attributable to common stockholders									$	(82,029)	$	(83,638)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

INOTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

~~(UNAUDITED)~~

(In thousands, except number of shares)

(Unaudited)



								Accumulated
				Additional				Other		Non-		Total
	Common Shares			paid-in		Accumulated		Comprehensive		Controlling		shareholders’
	Number	Amount		capital		deficit		(Loss) Income		Interests		equity
Balance at September 30, 2022	25,598,289	$	6,362	$	707,787	$	(348,277)	$	(5,500)	$	(606)	$	359,766
Consolidated net loss	—		—		—		(86,932)		—		(391)		(87,323)
Issuance of stock under employee stock plans	8,347		1		23		—		—		—		24
Stock-based compensation	—		—		2,046		—		—		—		2,046
Pension cost amortization	—		—		—		—		(54)		—		(54)
Foreign currency translation adjustment	—		—		—		—		5,348		—		5,348
Balance at December 31, 2022	25,606,636	$	6,363	$	709,856	$	(435,209)	$	(206)	$	(997)	$	279,807


	Three and Nine Month Periods Ended June 30, 2022
											Accumulated													Accumulated
							Additional				Other		Non-		Total					Additional				Other		Non-		Total
	Preferred Shares			Common Shares			paid-in		Accumulated		Comprehensive		Controlling		shareholders’		Common Shares			paid-in		Accumulated		Comprehensive		Controlling		shareholders’
	Number	Amount		Number	Amount		capital		deficit		(Loss) Income		Interests		equity		Number	Amount		capital		deficit		(Loss) Income		Interests		equity
Balance at September 30, 2021	0	$	0	15,931,485	$	3,945	$	112,198	$	(11,015)	$	—	$	—	$	105,128	15,931,485	$	3,945	$	112,198	$	(11,015)	$	—	$	—	$	105,128
Consolidated net (loss) income	0		0	0		0		0		(83,411)		—		364		(83,047)	—		—		—		(83,411)		—		364		(83,047)
Stock issued in acquisitions	0		0	8,374,138		2,094		459,289		0		—		—		461,383	8,374,138		2,094		459,289		—		—		—		461,383
Noncontrolling interest related to Envigo acquisition	0		0	0		0		0		0		—		(983)		(983)			—		—		—		—		(983)		(983)
Issuance of stock under employee stock plans	0		0	42,971		11		38		0		—		—		49	42,971		11		38		—		—		—		49
Stock based compensation	0		0	0		0		19,160		0		—		—		19,160
Stock-based compensation																	—		—		19,160		—		—		—		19,160
Pension cost amortization	0		0	0		0		0		0		(110)		—		(110)	—		—		—		—		(110)		—		(110)
Foreign currency translation adjustment	0		0	0		0		0		0		247		—		247	—		—		—		—		247		—		247
Reclassification of convertible note embedded derivative to equity (Note 7)	0		0	0		0		88,576		0		—		—		88,576
Reclassification of convertible note embedded derivative to equity (Note 6)																	—		—		88,576		—		—		—		88,576
Balance at December 31, 2021	0	$	0	24,348,594	$	6,050	$	679,261	$	(94,426)	$	137	$	(619)	$	590,403	24,348,594	$	6,050	$	679,261	$	(94,426)	$	137	$	(619)	$	590,403
Consolidated net (loss) income	0		0	0		0		0		(6,664)		—		577		(6,087)
Stock issued in acquisitions	0		0	1,106,457		276		32,599		0		—		—		32,875
Noncontrolling interest related to Envigo acquisition	0		0	0		0		0		0		—		(191)		(191)
Issuance of stock under employee stock plans	0		0	40,650		10		36		0		—		—		46
Stock based compensation	0		0	0		0		1,138		0		—		—		1,138
Pension cost amortization	0		0	0		0		0		0		340		—		340
Foreign currency translation adjustment	0		0	0		0		0		0		(1,105)		(9)		(1,114)
Balance March 31, 2022	0	$	0	25,495,701	$	6,336	$	713,034	$	(101,090)	$	(628)	$	(242)	$	617,410
Consolidated net loss	0		0	0		0		0		(3,556)		—		(172)		(3,728)
Stock issued in acquisitions	0		0	17,618		4		360		0		—		—		364
Noncontrolling interest related to Envigo acquisition	0		0	0		0		0		0		—		271		271
Issuance of stock under employee stock plans	0		0	2,472		1		6		0		—		—		7
Stock based compensation	0		0	0		0		1,987		0		—		—		1,987
Pension cost amortization	0		0	0		0		0		0		173		—		173
Foreign currency translation adjustment	0		0	0		0		0		0		(2,851)		—		(2,851)
Balance at June 30, 2022	0	$	0	25,515,791	$	6,341	$	715,387	$	(104,646)	$	(3,306)	$	(143)	$	613,633

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

~~INOTIV, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST~~

~~(UNAUDITED)~~

~~(In thousands, except number of shares)~~

Three and Nine Month Periods Ended June 30, 2021

Accumulated


Additional




Other

Non-

Total

Preferred Shares

Common Shares

paid-in

Accumulated

Comprehensive

Controlling

shareholders’


Number

Amount

Number

Amount

capital

deficit

Loss

Interests

equity
Balance at September 30, 2020

25

$
25

10,977,675

$
2,706

$
26,775

$
(21,910)

$
—

$
—

$
7,596
Consolidated net loss

0

0

0

0

0

(366)

0

0

(366)
Stock option exercises

—

—

23,350

6

39

0

—

—

45
Stock based compensation

0

0

116,974

29

152

0

0

0

181
Balance at December 31, 2020

25

$
25

11,117,999

$
2,741

$
26,966

$
(22,276)

$
—

$
—

$
7,456
Consolidated net loss

—

—

0

0

0

(723)

—

—

(723)
Stock based compensation

—

—

12,502

3

275

0

—

—

278
Stock option exercises

—

—

36,040

9

56

0

—

—

65
Preferred stock conversion

(25)

(25)

12,500

3

22

0

—

—

0
Balance at March 31, 2021

—

$
—

11,179,041

$
2,756

$
27,319

$
(22,999)

$
—

$
—

$
7,076
Consolidated net income

—

—

0

0

0

2,602

—

—

2,602
Stock based compensation

—

—

15,352

4

577

0

—

—

581
Stock option exercises

—

—

39,910

10

68

0

—

—

78
Stock issued in acquisition

—

—

1,588,235

397

34,055

0

—

—

34,452
Equity raise

—

—

3,044,117

761

48,211

0

—

—

48,972
Balance at June 30, 2021

—

$
—

15,866,655

$
3,928

$
110,230

$
(20,397)

$
—

$
—

$
93,761

~~The accompanying notes are an integral part of the consolidated financial statements.~~

~~Table of Contents~~

INOTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended				Three Months Ended
	June 30,				December 31,
	2022		2021		2022		2021
Operating activities:
Consolidated net (loss) income	$	(93,631)	$	1,513
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisitions:
Consolidated net loss					$	(86,932)	$	(83,411)
Adjustments to reconcile net loss to net cash used in operating activities, net of acquisitions:
Depreciation and amortization		31,867		4,087		13,263		6,035
Undistributed earnings of noncontrolling interest		769		0
Employee stock compensation expense		22,285		1,040		2,046		19,159
Changes in deferred taxes		(8,385)		(4,867)		(20,123)		(14,281)
Provision for doubtful accounts		661		50		1,078		—
Unrealized foreign currency loss		(634)		0
Amortization of debt issuance costs and original issue discount		1,907		0		732		—
Noncash interest and accretion expense		3,906		0		1,446		—
Loss on fair value remeasurement of embedded derivative		56,714		0		—		56,714
Other non-cash operating activities		2		190		1,028		1,730
Goodwill impairment loss						66,367		—
Loss on debt extinguishment		877		0		—		877
Non-cash amortization of inventory fair value step-up		10,039		0		244		3,668
Non-cash restructuring costs		2,990
Gain on disposal of property and equipment		(231)		0
Changes in operating assets and liabilities:
Trade receivables and contract assets		(30,565)		(4,010)		21,999		1,517
Inventories		(26,589)		(277)		(4,204)		(3,393)
Prepaid expenses and other current assets		(14,743)		0		7,810		(1,432)
Operating lease right-of-use assets and liabilities, net		447		0		266		(229)
Accounts payable		8,129		1,306		1,169		4,491
Accrued expenses and other liabilities		(3,327)		1,594		(5,548)		(10,974)
Fees invoiced in advance		32,789		7,451		(7,796)		10,806
Other asset and liabilities, net		(665)		(28)		(255)		7,580
Net cash (used in) provided by operating activities		(5,388)		8,049
Net cash used in operating activities						(7,410)		(1,143)

Investing activities:
Capital expenditures		(31,275)		(8,358)		(8,369)		(5,655)
Proceeds from sale of equipment		277		2		211		284
Cash paid in acquisitions		(287,129)		(40,698)		—		(227,022)
Net cash used in investing activities		(318,127)		(49,054)		(8,158)		(232,393)

Financing activities:
Payments on finance lease liability		0		(277)
Payments of long-term debt		(37,746)		(2,620)		—		(37,747)
Payments of debt issuance costs		(10,067)		(409)		—		(7,102)
Payments on promissory notes		(1,362)		0		(952)		(167)
Payments on revolving credit facility		(20,749)		0		(15,000)		—
Payments on senior term notes		(1,025)		0
Payments on delayed draw term loan		(175)		0
Borrowings on long-term loan		0		17,087
Borrowings on revolving credit facility		20,184		1,318
Borrowings on delayed draw term loan		35,000		0
Borrowings on senior term notes		205,000		0
Payments on senior term notes and delayed draw term loans						(688)		—
Borrowings on construction loan						—		1,184
Borrowings on senior term notes and delayed draw term loans						35,000		—
Proceeds from exercise of stock options		102		188		24		47
Proceeds from issuance of common stock, net		0		48,972
Proceeds from issuance of senior term notes						—		165,000
Payments on capex line of credit						—		(1,749)
Net cash provided by financing activities		189,162		64,259		18,384		119,466

Effect of exchange rate changes on cash and cash equivalents		(852)		0		593		—

Net (decrease) increase in cash and cash equivalents		(135,205)		23,254
Net increase (decrease) in cash and cash equivalents						3,409		(114,070)
Less: cash, cash equivalents, and restricted cash held for sale						(1,569)		—
Cash, cash equivalents, and restricted cash at beginning of period		156,924		1,406		18,980		156,924
Cash, cash equivalents, and restricted cash at end of period	$	21,719	$	24,660
Cash, cash equivalents, and restricted cash at end of period, net of cash, cash equivalents and restricted cash held for sale					$	20,820	$	42,854

Noncash financing activity:
Seller financed acquisition	$	6,288		0	$	—	$	3,000

Supplemental disclosure of cash flow information:
Cash paid for interest	$	11,914	$	832	$	8,491	$	1,351
Income taxes paid, net	$	666	$	0	$	2,268	$	163

The accompanying notes are an integral part of the condensed consolidated financial statements.

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INOTIV, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share amounts, unless otherwise indicated)

(Unaudited)

~~1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION~~

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Inotiv, Inc. and its subsidiaries ~~and a variable interest entity (“VIE”)~~ (“we,” “our,” “us,” the “Company,” and “Inotiv”) comprise a leading contract research organization ~~specializing in~~(“CRO”) dedicated to providing nonclinical and analytical drug discovery and development ~~services. The Company also manufactures scientific instruments for life sciences research, which it sells with related software for use by~~services to the pharmaceutical ~~companies, universities, government research centers~~ and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. Our products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of discovering and taking new drugs and medical devices to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research ~~institutions.~~and development projects, all while working together to build a healthier and safer world. We are dedicated to practicing high standards of laboratory animal care and welfare.

~~On November 5, 2021, the Company completed the~~As a result of our strategic acquisition of Envigo RMS Holding Corp. (“Envigo”) ~~by merger~~in November 2021, which added a complementary research model platform, our full spectrum solutions now span two segments: Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”).

Through our DSA segment, we support the discovery, nonclinical development and clinical development needs of ~~a wholly owned subsidiary~~researchers and clinicians for primarily small molecule drug candidates, as well as biotherapeutics and biomedical devices. Our scientists have skills in analytical instrumentation development, chemistry, computer software development, histology, pathology, physiology, surgery, analytical chemistry, drug metabolism, pharmacokinetics, and toxicology to make the services and products we provide increasingly valuable to our current and potential clients. Our principal clients are companies whose scientists are engaged in analytical chemistry, drug safety evaluation, clinical trials, drug metabolism studies, pharmacokinetics and basic research, from small start-up biotechnology companies to some of the largest global pharmaceutical companies.

Through our RMS segment, we offer access to a wide range of small and large research models for basic research and drug discovery and development, as well as specialized models for specific diseases and therapeutic areas. We combine deep animal husbandry expertise and expanded access to scientists across the discovery and preclinical continuum, which reduces nonclinical lead times and provides enhanced project delivery. In conjunction with our CRO business, we have the ability to run selected nonclinical studies directly on-site at closely located research model facilities and provide access to innovative genetically engineered models and services solutions. Our principal clients include biopharmaceutical companies, CROs, and academic and government organizations.

Temporarily Suspended or Limited Operations

On November 16, 2022, the Company became aware that the U.S. Attorney’s Office for the Southern District of Florida (“USAO-SDFL”) had criminally charged employees of the principal supplier of non-human primates (“NHPs”) to the Company, along with two Cambodian government officials, with conspiring to illegally import NHPs into the U.S. from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021 (the “November 16, 2022 event”). Also as previously disclosed, two of the Company’s subsidiaries, Orient BioResource Center, Inc. (“OBRC”) and Envigo Global Services, Inc. (“EGSI”), companies acquired by the Company on January 27, 2022 and November 5, 2021, respectively, had received grand jury subpoenas from USAO-SDFL requiring the production of documents and information related to their importation of NHPs into ~~Envigo.~~the U.S. The Company has been fully cooperating, and will continue to cooperate, with USAO-SDFL.

The Company has not been directed to refrain from selling the Cambodian NHPs in its possession in the U.S. However, due to the allegations contained in the indictment involving the supplier and the Cambodian government officials, the Company believed that it was prudent, at the time and through the date of Form 10-K filed on January 13, 2023, to refrain from selling or delivering any of its Cambodian NHPs held in the U.S. until the Company’s staff and external experts evaluated what additionally could be done to satisfy itself that the NHPs in inventory from Cambodia can be reasonably determined to be purpose-bred. Historically, the Company has relied on the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) documentation and related processes and procedures, including release of each import by U.S. Fish and Wildlife Service. The Company has continued to sell NHPs from other suppliers. Subsequent to January 13, 2023, and through the date of this report, and after an internal analysis and review, the Company has shipped a select number of its Cambodian NHP inventory; however, the Company is not currently shipping Cambodian NHPs at the same volumes that it was prior to the November 16, 2022 event. The Company expects to establish new procedures before it will resume Cambodian NHP imports. The Company expects that future imports of NHPs from Cambodia will be dependent on

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working with third parties to establish additional procedures aiming at providing additional assurances that future NHP imports from Cambodia are purpose-bred.

Of the Company’s total revenue of $547,656 in the fiscal year ended September 30, 2022, approximately $140,000 was from NHPs that it had imported from Cambodia. Refer to the Liquidity section below and Note 5 – Goodwill and Intangible Assets for further discussion of impacts to the three months ended December 31, 2022, and expected future impacts.

Liquidity

As of December 31, 2022, the Company had cash and cash equivalents of approximately $20,820. The November 16, 2022 event and subsequent decision to refrain from selling or delivering Cambodian NHPs held in the U.S., triggered a material adverse event clause in our Credit Agreement resulting in, among other things, a limitation of the Company’s ability to draw on its revolving credit facility. The loss of access to the Company’s revolving credit facility and reduced liquidity resulting from the decision to refrain from selling Cambodian NHPs held in the U.S. resulted in reduced forecasted liquidity. As a result of these events, the Company took steps to improve its liquidity, which included negotiating an amendment to its Credit Agreement, which was executed on January 9, 2023, to reinstate its ability to borrow under its revolving credit facility. Without the amendment, the Company was at risk of not having the revolving credit facility available.

During the three months ended December 31, 2022, the Company announced the completion of the closure of the Cumberland and Dublin, Virginia facilities and announced further intended site optimizations plans for 2023 and 2024, including two U.S. facilities, which have been approved, and two non-U.S. facilities, Blackthorn, U.K. and Gannat, France, which were subject to a consultation and approval process in those countries. The site optimization for our Blackthorn, U.K. site remained subject to approval as of December 31, 2022 and through the date of this report. Subsequent to December 31, 2022, we completed the consultation and approval process in Gannat, France and will be relocating the operations of this facility to our recently updated Horst, Netherlands facility, which we expect to be completed by June 30, 2023. Further, the Company has communicated price increases that began in January 2023. The Company also took steps in reducing its 2023 budgeted capital expenditures and certain forecasted expenses, including a reduction of nonessential travel and employee-related expenses, among other efficiency-based reductions. As a result of the ~~Envigo transaction,~~above measures, the Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned targeted capital expenditures, and comply with minimum liquidity and financial covenant requirements under its debt covenants under its Credit Agreement, for at least the next twelve months. The forecasted operating cash flows include the shipping of the Company’s ~~business now includes breeding, importing~~existing Cambodian NHP inventory. See Note 6 – Debt and ~~selling research-quality animal models~~Note 15 – Subsequent Events for ~~use in laboratory tests, manufacturing~~further information about the Company’s existing credit facilities and ~~distributing standard~~requirements under its debt covenants. The Company’s liquidity needs and ~~custom diets, distributing bedding and enrichment products, and providing other services associated~~compliance with ~~these products. With over 130 different species and strains, the Company is a global leader in the production and sale of some of the most widely used rodent research model strains,~~covenants depend, among other ~~species. The Company maintains production~~things, on the timing of NHP shipments and ~~distribution facilities in the United States (“U.S.”), United Kingdom (“U.K.”), mainland Europe, and Israel.~~its ability to generate cash from operations.

Basis of Presentation

The Company has prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2021.~~2022. In the opinion of management, the condensed consolidated financial statements for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and 2021 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of the Company’s financial position at ~~June 30,~~December 31, 2022. The results of operations for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 ~~may~~are not benecessarily indicative of the results for the fiscal year ending September 30, ~~2022.~~

~~The acquisition of Envigo was transformational to the Company’s underlying business. As a result, certain reclassifications~~2023. Certain prior year amounts have been ~~made to prior periods in~~reclassified within the ~~unaudited condensed consolidated financial statements and accompanying notes to conform~~statement of cash flows for consistency with the current ~~presentation, which more closely reflects management’s perspective~~year presentation. These reclassifications had no effect on the reported results of ~~the business as it currently exists.~~operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgements that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include, but are not limited to, management estimates in the calculation and timing of revenue recognition, pension liabilities, deferred tax assets and liabilities and the related valuation allowance. Although estimates are based upon management’s best estimate using historical experience, current events, and actions, actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

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Consolidation

The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company, including all subsidiaries and a ~~VIE~~variable interest entity (“VIE”) it consolidates in accordance with GAAP. The Company consolidates a VIE as a result of the Envigo acquisition. The VIE does not materially impact our net assets or net ~~(loss) income.~~loss.

The Company accounts for noncontrolling interests in accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). ASC 810 requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statements of operations.

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Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for ~~fiscal year 2021. As a result of~~ the ~~Envigo acquisition, the following policies have been added or adjusted to reflect our combined business.~~

~~Pension Costs~~

~~As a result of the Envigo acquisition, the Company has a defined benefit pension plan for one of its U.K. subsidiaries.~~

The projected benefit obligation and funded position of the defined benefit plan is estimated by actuaries and the Company recognizes the funded status of its defined benefit plan on its condensed consolidated balance sheets and recognizes gains, losses and prior service costs or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of accumulated other comprehensive income (loss), net of tax. The Company measures plan assets and obligations as of the date of the Company’s year-end consolidated balance sheet, using assumptions to anticipate future events. The valuation of assets acquired and liabilities assumed in the Envigo acquisition had not yet been finalized as of Junetwelve months ended September 30, 2022. ~~The purchase price allocation is preliminary and subject to change, including the valuation of the unfunded defined benefit plan obligation, among other items.~~

Additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition assets or obligations are disclosed in the notes to the condensed consolidated financial statements (see Note 14 – Defined Benefit Plan).

~~Comprehensive Income (Loss)~~

Comprehensive income (loss) for the periods presented is comprised of consolidated net income (loss) plus the change in the cumulative translation adjustment equity account and the adjustments, net of tax, for the current period actuarial gains (losses) in connection with the Company’s defined benefit plan.

~~Foreign Currencies~~

Transactions in currencies other than the functional currency of each entity are recorded at the rates of exchange on the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange on the balance sheet date and the related transaction gains and losses are reported in the condensed consolidated statements of operations, in Operating income (loss). The Company records gains and losses from re-measuring intercompany loans within Other income (expense) in the condensed consolidated statements of operations.

The results of operations of subsidiaries whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rate, assets and liabilities are translated at period-end exchange rates, capital accounts are translated at historical exchange rates, and retained earnings are translated at the weighted average of historical rates. Translation adjustments are excluded from the determination of net income (loss) and are recorded as a separate component of equity within accumulated other comprehensive income (loss) in the condensed consolidated financial statements.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables from customers in the biopharmaceutical, contract research, academic, and governmental sectors. The Company believes its exposure to credit risk is minimal, as the majority of the customers are predominantly well established and viable. Additionally, the Company maintains allowances for potential credit losses. The Company’s exposure to credit loss in the event that payment is not received for revenue recognized equals the outstanding trade receivables and contract assets less fees invoiced in advance.

During the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 1and 2021, one customer accounted for ~~30.9%~~21.7% and ~~28.9%~~20.7% of sales, respectively. During the the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and 2021, no customer accounted for more than 10% of sales. During the the three and nine months ended June 30, 2022, 1 vendor accounted for 13.0% and 13.7% of cost of revenues, respectively. During the three and nine months ended June 30, 2021, no vendorvendors accounted for more than 10% of cost of revenues.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

DSA

The DSA segment generates service revenue through drug discovery and development services. The DSA segment generates product revenue through internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line.

RMS

The RMS segment generates products revenue through the commercial production and sale of research models, diets and bedding and bioproducts. The RMS segment generates service revenue through Genetically Engineered Models and Services (GEMS), client-owned animal colony care, and health monitoring and diagnostics services related to research models.

Contract Assets and Liabilities from Contracts with Customers

The timing of revenue recognition, billings and cash collections results in billed receivables (trade receivables), contract assets (unbilled revenue), and contract liabilities (customer deposits and deferred revenue) on the condensed consolidated balance sheets. The following table provides information about contract assets (trade receivables and unbilled revenue, excluding allowances for credit losses), and fees invoiced in advance (customer deposits and deferred revenue):


	Balance at		Balance at
		December 31,	September 30,
	2022		2022
Contract Assets: Trade receivables	$	65,555	$	88,867
Contract Assets: Unbilled revenue		16,324		17,474
Contract liabilities: Customer deposits		30,509		39,222
Contract liabilities: Deferred revenue		30,146		29,420

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~~2. EQUITY~~

~~Common Stock Offering~~

~~On April 23, 2021, we closed an underwritten public offering~~When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaidadvanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $2,710 and $2,647 of 3,044,117 of our common shares, including 397,058 common shares sold pursuant to the full exercise by the underwriter of its option to purchase additional shares to cover over-allotments. All of the shares were sold at a ~~price~~ ~~to the public of $17.00 per share. Net proceeds~~unpaid advanced client billings from ~~the offering were approximately $49,000, after deducting the underwriting discount~~both client receivables and ~~estimated offering expenses.~~

~~Increase in Authorized Shares and Equity Plan Reserve~~

On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares from 20,000,000 shares, consisting of 19,000,000 common shares and 1,000,000 preferred shares, to 75,000,000 shares, consisting of 74,000,000 common shares and 1,000,000 preferred shares. Approval of this matter by the Inotiv shareholders was a condition to the closing of the Envigo acquisition. The amendment was effective on November 4, 2021. On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to certain limitationsdeferred revenue in the ~~Equity Plan. At June~~accompanying unaudited condensed consolidated balance sheets as of December 31, 2022 and September 30, 2022, ~~926,647 shares remained available for grants under~~respectively.

Changes in the ~~Equity Plan.~~contract asset and the contract liability balances during the three months ended December 31, 2022 include the following:

●

Changes in the time frame for a right for consideration to become unconditional – approximately 45% of unbilled revenue as of September 30, 2022, was billed during the three months ended December, 31 2022

●

Changes in the time frame for a performance obligation to be satisfied – approximately 30% of deferred revenue as of September 30, 2022, was recognized as revenue during the three months ended December 31, 2022.

3.SEGMENT AND GEOGRAPHIC INFORMATION

~~Stock Issued in Connection with Acquisitions~~Segment Information

During the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 ~~17,618~~ and ~~9,498,213 common shares, respectively, were issued in relation~~2021, the RMS segment reported intersegment revenue of $1,125 and $320 to ~~acquisitions. See Note 10 – Business Combinations for further discussion of consideration for each acquisition.~~

~~Stock Based Compensation~~

the DSA segment, respectively. The ~~Company expenses the estimated fair value of stock options, restricted stock~~following tables present revenue and restricted stock units over the vesting periods of the grants. The Company recognizes expense for awards subject to graded vesting using the straight-line attribution method. The Company adopted a change in accounting policy effective October 1, 2020 for forfeitures. Stock based compensation expense for the three and nine months ended June 30, 2022, was $1,987 and $27,057, respectively, and for the three and nine months ended June 30, 2021 was $581 and $1,040, respectively. Of the $27,057 stock based compensation expense in the nine months ended June 30, 2022, $23,014 related to post-combination expense recognized in connection with the Envigo transaction (see Note 10 – Business Combinations), which was inclusive of $4,772 of stock based compensation settled in cash.other financial information by reportable segment:


	Three Months Ended
	December 31,
	2022		2021
Revenue
DSA:
Service revenue	$	39,971	$	31,875
Product revenue		1,122		950
RMS:
Service revenue		10,077		6,301
Product revenue		71,584		45,085
	$	122,754	$	84,211

Operating Income (Loss)
DSA	$	2,372	$	6,042
RMS		(71,272)		80
Unallocated Corporate		(21,678)		(39,763)
	$	(90,578)	$	(33,641)

Interest expense		(10,450)		(4,828)
Other expense		(1,878)		(57,727)
Loss before income taxes	$	(102,906)	$	(96,196)

~~3. NET (LOSS) INCOME PER SHARE~~

The Company computes basic income (loss) per share using the weighted average number of common shares outstanding. The Company computes diluted earnings per share using the if-converted method for preferred shares and convertible debt, if any, and the treasury stock method for stock options and restricted stock units. Shares issuable upon exercise of 1,967,080 options and shares issuable upon vesting of 541,434 restricted stock units were not considered in computing diluted loss per share for the three and nine months ended June 30, 2022 because they were anti-dilutive. Additionally, there are 3,040,268 shares of common stock issuable upon conversion in connection with the convertible debt entered into on September 27, 2021. These shares were not considered in computing diluted loss per share for the three and nine months ended June 30, 2022 because they were anti-dilutive. Shares issuable upon the exercise of 671 options and 7 common shares issuable upon conversion of preferred shares were not considered in computing diluted income per share for the three and nine months ended June 30, 2021 because they were anti-dilutive.


	Three Months Ended
	December 31,
	2022		2021
Depreciation and amortization:
DSA	$	3,980	$	2,544
RMS		9,283		3,491
	$	13,263	$	6,035

Capital expenditures:
DSA	$	3,294	$	2,986
RMS		5,075		2,669
	$	8,369	$	5,655

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Geographic Information

The following represents revenue originating in entities physically located in the identified geographic area:


	Three Months Ended
	December 31,
	2022		2021
United States	$	99,009	$	71,142
Netherlands		15,222		6,536
Other		8,523		6,533
	$	122,754	$	84,211

Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located:


	December 31,		September 30,
	2022		2022
United States	$	174,011	$	173,417
Netherlands		6,315		5,824
Other		7,626		6,958
	$	187,952	$	186,199

4.BUSINESS COMBINATIONS

The Company accounts for acquisitions in accordance with ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, liabilities assumed and non-controlling interests to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense (benefit). ASC 805 requires that any excess of the purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.

Plato BioPharma Acquisition

Overview

On October 4, 2021, the Company completed the acquisition of Plato BioPharma, Inc. (“Plato”) to expand its market reach in early-stage drug discovery. Consideration for the Plato acquisition consisted of (i) $10,530 in cash, including working capital and subject to customary purchase price adjustments, (ii) 57,587 of the Company’s common shares valued at $1,776 using the closing price of the Company’s common shares on October 4, 2021 and (iii) seller notes to the former shareholder of Plato in an aggregate principal amount of $3,000. This business is reported as part of our DSA reportable segment.

The following table ~~reconciles~~summarizes the ~~computation~~fair value of ~~basic~~assets acquired and liabilities assumed as of the acquisition date:


	October 4, 2021
Assets acquired and liabilities assumed:
Cash		1,027
Trade receivables and contract assets		853
Prepaid expenses and other assets		133
Property and equipment		1,127
Operating lease right-of-use assets, net		2,272
Goodwill		9,279
Intangible assets		4,800
Accounts payable		(113)
Accrued expenses and other liabilities		(343)
Operating lease liabilities		(2,272)
Deferred tax liabilities		(1,457)
	$	15,306

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Property and equipment is mostly composed of lab equipment, furniture and fixtures, and computer equipment. The fair value of property and equipment was determined using a combination of cost and market-based methodologies.

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years for customer relationships on a straight-line basis. The fair value of the customer relationships was determined using the "income approach," which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net ~~(loss) income~~cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

Envigo RMS Holding Corp Acquisition

Overview

On November 5, 2021, the Company completed the acquisition of Envigo by merger of a wholly owned subsidiary of the Company with and into Envigo to expand its market reach in early-stage drug discovery. The aggregate consideration paid to the holders of outstanding capital stock in Envigo in the merger consisted of cash of $217,808, including adjustments for net working capital, and 8,245,918 of the Company’s common shares valued at $439,590 using the opening price of the Company’s common shares on November 5, 2021. In addition, the Company assumed certain outstanding Envigo stock options, including both vested and unvested options, that were converted to the right to purchase 790,620 Company common shares at an exercise price of $9.93 per ~~share~~share. The stock options were valued at $44.80 per option utilizing a Black-Scholes option valuation model with the inputs below. The total value of options issued was $35,418, of which $18,242 was excluded from the purchase price as those options were determined to ~~diluted net loss per share:~~be post-combination expense. The previously vested stock options are reflected as purchase consideration of approximately $17,176. This business is reported as part of the Company’s RMS reportable segment.

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022

2021

2022

2021

Basic and diluted net (loss) income per share:









Net (loss) income applicable to common shareholders

$
(3,728)

$
2,602

$
(92,862)

$
1,513

Weighted average common shares outstanding (in thousands)

Basic

25,510

14,656

23,938

12,274

Diluted

25,510

15,383

23,938

12,948

Basic net (loss) income per share

$
(0.15)

$
0.18

$
(3.88)

$
0.12

Diluted net (loss) income per share

$
(0.15)

$
0.17

$
(3.88)

$
0.12


Stock price	$	53.31
Strike price	$	9.93
Volatility		75.93	%
Expected term		3.05
Risk-free rate		0.62	%

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~~4. OTHER OPERATING EXPENSE~~The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


	November 5, 2021
Assets acquired and liabilities assumed:
Cash		2,488
Restricted cash		435
Trade receivables and contract assets		43,566
Inventories		40,000
Prepaid expenses and other current assets		17,373
Property and equipment		106,338
Operating lease right-of-use assets, net		13,229
Goodwill		282,768
Intangible assets - customer relationships		251,000
Intangible assets - intellectual property		49,000
Other assets		7,676
Accounts payable		(25,832)
Accrued expenses and other liabilities		(11,665)
Fees invoiced in advance		(7,047)
Current portion on long-term operating lease		(4,371)
Long-term operating leases, net		(8,634)
Other liabilities		(5,339)
Deferred tax liabilities		(77,291)
Noncontrolling interest		880
	$	674,574

~~Other~~Inventory is comprised of small and large animal research models, including NHPs, and Teklad diet and bedding. The fair value was determined using a comparative sales methodology, in which the intent is to ensure that the acquirer only recognizes profits associated to value added subsequent to the acquisition date.

Property and equipment is mostly composed of land, buildings and equipment (including lab equipment, furniture and fixtures, caging and computer equipment). The fair value of property and equipment was determined using a combination of cost and market-based methodologies.

Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired customer relationship intangible assets are being amortized over a weighted-average estimated useful life of approximately 12.5 years on a straight-line basis and the acquired intellectual property associated with the ability to produce and care for the research models is being amortized over a weighted-average estimated useful life of approximately 8.8 years. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, gross margin, EBITDA, customer survival rate and royalty rates), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Envigo acquisition as a result of book-to-tax differences primarily related to the intangible assets, step up on the fair value of inventory and property and equipment. Within the deferred tax liability, $2,222 of acquired foreign net operating ~~expense~~losses are offset by an uncertain tax benefit of $1,861.

Goodwill, which is derived from the expanded client base, the ability to provide products and services for the entirety of discovery and nonclinical development within one organization, and to ensure supply for internal use, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and $50,428 is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.

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Robinson Services, Inc. Acquisition

Overview

On December 29, 2021, the Company completed the acquisition of the rabbit breeding and supply business of Robinson Services, Inc. (“RSI”). The acquisition was another step in Inotiv’s strategic plan for building its RMS business. The aggregate consideration paid in the transaction consisted of cash consideration of $3,250 and 70,633 of the ~~following:~~Company’s common shares valued at $2,898 using the closing price of the Company’s common shares on December 29, 2021.

This business is reported as part of the Company’s RMS reportable segment.

The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


	December 29, 2021
Assets acquired and liabilities assumed:
Customer relationship		4,700
Non-compete agreement		300
Supply agreement		200
Goodwill		948
	$	6,148

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022

2021

2022

2021
Acquisition and integration costs

$
3,682

$
0

$
14,575

$
0
Restructuring costs¹

4,861

0

4,861

0
Startup costs

1,731

479

4,162

841
Remediation costs

364

0

1,310

0
Other costs

203

107

949

290
Acquisition-related stock compensation costs

0

0

23,014

0

$
10,841

$
586

$
48,871

$
1,131
¹Restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland facilities. See Note 12 – Restructuring for additional information.

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 7.5 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.

Integrated Laboratory Systems, LLC Acquisition

Overview

On January 10, 2022, the Company completed the acquisition of Integrated Laboratory Systems, LLC (“ILS”). ILS is a provider of services specializing in nonclinical and analytical drug discovery and development services. Consideration for the ILS acquisition consisted of (i) $38,993 in cash, including adjustments for net working capital, and inclusive of $3,800 being held in escrow for purposes of securing any amounts payable by the selling parties on account of indemnification obligations, purchase price adjustments, and other amounts payable under the merger agreement, (ii) 429,118 of the Company’s common shares valued at $14,466 using the opening price of the Company’s common shares on January 10, 2022 and (iii) the effective settlement of a preexisting relationship of $(15). This business is reported as part of our DSA reportable segment.

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The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


	January 10, 2022
Assets acquired and liabilities assumed:
Cash		797
Trade receivables, contract assets and other current assets		4,730
Property and equipment		4,436
Operating lease right-of-use assets, net		4,994
Goodwill		25,283
Intangible assets		22,300
Accounts payable		(1,165)
Accrued expenses and other liabilities		(905)
Fees invoiced in advance		(2,472)
Operating lease liabilities		(4,554)
	$	53,444

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately nine years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, EBITDA, and customer survival rate), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

Orient BioResource Center, Inc. Acquisition

Overview

On January 27, 2022, the Company completed the acquisition of OBRC from Orient Bio, Inc., a preclinical contract research organization and animal model supplier based in Seongnam, South Korea (“Seller”). OBRC is a primate quarantine and holding facility. Consideration for the OBRC acquisition consisted of (i) $26,522 in cash, including certain adjustments, (ii) 677,339 of the Company’s common shares valued at $18,410 using the closing price of the Company’s common shares on January 27, 2022, (iii) the effective settlement of a preexisting relationship of $1,017 and (iv) a payable owed by OBRC to the Seller in the amount of $3,325. The preexisting relationship represents the return of fees invoiced in advance and paid to OBRC by the Company prior to the acquisition offset by the payment of trade receivables by the Company to OBRC. As these were settled at the stated value, no gain or loss was recorded as a result of the settlement of this preexisting relationship. The payable will not bear interest and is required to be paid to the Seller on the date that is 18 months after the closing. The Company will have the right to set off against the payable any amounts that become payable by the Seller on account of indemnification obligations under the purchase agreement. This business is reported as part of our RMS reportable segment.

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The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


	January 27, 2022
Assets acquired and liabilities assumed:
Cash		5,481
Trade receivables and contract assets		2,025
Inventories		9,400
Prepaid expenses and other current assets		2,609
Property and equipment		8,336
Goodwill		18,624
Intangible assets		13,400
Accounts payable		(552)
Accrued expenses and other liabilities		(285)
Fees invoiced in advance		(6,548)
Deferred tax liabilities		(3,216)
	$	49,274

Inventory is comprised of NHP research models. The fair value was determined using a comparative sales methodology, in which the intent is to ensure that the acquirer only recognizes profits associated to value added subsequent to the acquisition date.

Property and equipment is mostly composed of land, building and equipment. The fair value of property and equipment was determined using a combination of cost and market-based methodologies.

Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 10 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.

Histion Acquisition

On April 25, 2022, the Company completed the acquisition of Histion, LLC (“Histion”), which is a strategic element of the Company’s expansion of its specialized pathology services. Consideration for the Histion acquisition consisted of (i) $950 in cash, subject to working capital adjustments, (ii) 17,618 of the Company’s common shares valued at $364 using the closing price of the Company’s common shares on April 25, 2022 and (iii) unsecured subordinated promissory notes payable to the former shareholders of Histion in an aggregate principal amount of $433.

Protypia Acquisition

On July 7, 2022, the Company entered into a Stock Purchase Agreement with Protypia, Inc. (“Protypia”), which is a strategic element of the Company’s expansion of its mass spectrometry-based bioanalytical offerings providing for the acquisition by the Company of all of the outstanding stock of Protypia on that date. Consideration for the Protypia stock consisted of $9,460 in cash, subject to certain adjustments, $600 in seller notes and 74,997 common shares having a value of approximately $806 based on the opening stock price of the Company’s common shares as reported by Nasdaq on the closing date.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:


	Preliminary
	Allocation as of
	December 31, 2022
Assets acquired and liabilities assumed:
Other assets, net		50
Goodwill		3,305
Intangible assets		9,600
Deferred tax liabilities		(2,089)
	$	10,866

The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including intangible assets, goodwill and deferred tax liabilities. From the date of the acquisition through December 31, 2022, the Company recorded measurement-period adjustments related to the acquisition that resulted in changes to the purchase price allocation. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.

Intangible assets primarily relate to customer relationships and technology associated with the ability to perform specialized protein and peptide mass spectrometry analysis. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 8.4 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

Goodwill, which is derived from the enhanced scientific expertise and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

Pro Forma Results

The Company’s unaudited pro forma results of operations for the three months ended December 31, 2021 assume that the acquisitions had occurred as of October 1, 2021. Pro forma information for the three months ended December 31, 2022, is not presented here, as the statement of operations for the three months ended December 31, 2022, includes all business combinations. The following pro forma amounts are based on available information of the results of operations prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the acquisitions been completed on October 1, 2021.

The unaudited pro forma information is as follows:


	Three Months Ended
	December 31, 2021
Total revenues	$	125,694

Net (loss) income	$	26,744

~~5. SEGMENT INFORMATION~~

~~Due to the Envigo acquisition, the Company reports its results in 2 reportable segments – Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”).~~

The DSA segment provides preclinical research services on a contract basis directly to biopharma and pharmaceutical companies as well as certain research products. Preclinical research services include screening and pharmacological testing, nonclinical safety testing, formulation development, regulatory compliance and quality control testing, which are services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (Good Laboratory Practice (“GLP”) and non-GLP) safety assessment services. This segment also provides research products, such as liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions.

The Company’s RMS reportable segment includes the research models, research model services and Teklad diet, bedding and enrichment products (“Teklad”). Research models include the commercial production and sale of small research models and large research models and the production and sale of certain biological products. Research model services include: Genetically Engineered Models and Services (“GEMS”), which performs contract breeding and other services associated with genetically engineered models; client-owned animal colony care; and health monitoring and diagnostics services related to research models. Teklad includes standard, custom and medicated diets as well as bedding and environmental enrichment products, which enhance the welfare of research animals.

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~~During~~5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following is a rollforward of the ~~three~~Company’s goodwill:


	September 30, 2022			Impairment	December 31, 2022
DSA	$	91,458	$	—	$	91,458
RMS		302,372		—		302,372
Gross Carrying Amount		393,830		—		393,830
Accumulated impairment loss - RMS		(236,005)		(66,367)		(302,372)
Goodwill	$	157,825	$	(66,367)	$	91,458

The Company determined that as a result of the November 16, 2022 event, which led to the Company’s decision to refrain from selling or delivering any of its Cambodian NHPs held in the U.S., the uncertainty related to the Company’s ability to import NHPs from Cambodia and ~~nine months ended June 30,~~the decrease in its stock price, the carrying value of goodwill as of December 31, 2022, was required to be quantitatively evaluated. The carrying value of the Company’s goodwill by reporting unit was determined utilizing the income approach. Based on the Company’s quantitative goodwill impairment test, the fair value of the DSA reporting unit exceeded the reporting unit’s carrying value and, therefore, goodwill was not impaired. However, the fair value of the RMS ~~segment reported intersegment revenue~~reporting unit was less than the RMS reporting unit’s carrying value. As a result, a goodwill impairment loss of ~~$2,257 and $4,574, respectively,~~$66,367 was recorded within the RMS segment. The remaining goodwill balance of $91,458 as of December 31, 2022 is attributed to the DSA segment.

Intangible Assets, Net

The following table ~~presents revenue and other financial information~~displays intangible assets, net by ~~reportable segment:~~major class:


	December 31, 2022
	Carrying		Accumulated		Carrying
	Amount, Gross		Amortization		Amount, Net
Customer relationships	$	320,203	$	(34,069)	$	286,134
Intellectual property		57,159		(7,445)		49,714
Non-compete agreements		2,410		(986)		1,424
Other		2,396		(1,212)		1,184
	$	382,168	$	(43,712)	$	338,456

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022

2021

2022

2021
Revenue

DSA

$
49,224

$
22,892

$
121,103

$
59,529
RMS

123,442

0

276,087

0

$
172,666

$
22,892

$
397,190

$
59,529

Operating Income (Loss)

DSA

$
13,171

$
3,929

$
22,965

$
11,144
RMS

11,902

0

34,544

0
Unallocated Corporate

(20,286)

(5,632)

(78,495)

(13,354)

$
4,787

$
(1,703)

$
(20,986)

$
(2,210)

Interest expense

(8,441)

(449)

(20,816)

(1,163)
Other income (expense)

440

1

(57,426)

180
Loss before income taxes

$
(3,214)

$
(2,151)

$
(99,228)

$
(3,193)


	September 30, 2022
	Carrying		Accumulated		Carrying
	Amount, Gross		Amortization		Amount, Net
Customer relationships	$	318,896	$	(26,990)	$	291,906
Intellectual property		56,997		(5,767)		51,230
Non-compete agreements		2,410		(872)		1,538
Other		2,396		(1,184)		1,212
	$	380,699	$	(34,813)	$	345,886

~~Total~~The decrease in intangible assets, ~~by reporting segment is as follows:~~

June 30,

September 30,

2022

2021
DSA

$
274,570

$
321,856
RMS

893,208

0

$
1,167,778

$
321,856

~~Revenue by geographic area is as follows:~~

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022

2021

2022

2021
United States

$
150,540

$
22,892

$
340,875

$
59,529
Netherlands

12,894

0

31,549

0
Other

9,232

0

24,766

0

$
172,666

$
22,892

$
397,190

$
59,529

~~6. INCOME TAXES~~

~~The Company uses~~net during the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. The Company records valuation allowances based on a determination of the expected realization of tax assets.

~~The difference between the enacted federal statutory rate of 21% and the Company’s effective tax rate of 5.6% for the nine~~three months ended ~~June 30,~~December 31, 2022 ~~was primarily~~ related to ~~a release of valuation allowance due to deferred tax liabilities established as part of~~amortization over the ~~acquisition of Envigo, as well as,~~applicable useful lives, offset set by the impact ~~on tax expense~~ of certain book to tax differences on the deductibility of transaction costs, loss on fair value remeasurement of the embedded derivative component of the convertible notes, compensation and other permanent items.

~~Table of Contents~~

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The Company measures the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that it believes is more likely than not to be realized upon settlement of the position.

~~As of June 30, 2022, the Company’s only uncertain tax position was derived from a business combination.~~

The Company records interest and penalties accrued in relation to the uncertain income tax position as a component of income tax expense (benefit). Any changes in the liability for the uncertain tax position would impact the effective tax rate. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.

~~The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and~~ foreign jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities. State and other income tax returns are generally subject to examination for a period of ~~three~~ ~~to five years after the filing of the respective returns. The Company has open tax years for state and foreign income tax filings generally starting in 2017.~~

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of the employer portion of social security payments (“FICA deferral”), and expanded income tax net operating loss carryback provisions. As of June 30, 2022, the Company has a FICA deferral of approximately $916 related to the Envigo acquisition. Payment of the deferral is due on December 31, 2022.

~~On December 27, 2020, the U.S. enacted the Consolidated Appropriations Act of 2021 (“CAA”), which extended and expanded certain tax relief measures created by the CARES Act.~~

On March 11, 2021, the U.S. enacted the American Rescue Plan Act of 2021 (“ARPA”), which expands Section 162(m) to cover the next five most highly compensated employees for the taxable year, in addition to the “covered employees,” effective for taxable years beginning after December 31, 2026. We continue to examine the elements of the CAA and ARPA and the impact they may have on our future business.

exchange rates.

7. 6.DEBT

Credit Facility

On November 5, 2021, the Company, certain subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and Jefferies Finance LLC, as administrative agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in the original principal amount of $165,000, a delayed draw term loan facility in the original principal amount of $35,000 (available to be drawn up to 18 months from the date of the Credit Agreement), and a

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revolving ~~loan~~credit facility in the original principal amount of $15,000. In addition, the Credit Agreement provides for an aggregate combined increase of the revolving loan facility and the term loan facility of up to $35,000, which amount will be available to be drawn once the delayed draw term loan facility is no longer available. On November 5, 2021, the Company borrowed the full amount of the term loan facility, but did not borrow any amounts on the delayed draw term loan facility or the revolving ~~loan~~credit facility.

The Company may elect to borrow on each of the loan facilities at either an adjusted LIBOR rate of interest or an adjusted prime rate of interest. Adjusted LIBOR rate loans shall accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The LIBOR rate must be a minimum of 1.00%. The initial adjusted LIBOR rate of interest is the LIBOR rate plus 6.25%. Adjusted prime rate loans shall accrue interest at an annual rate equal to the prime rate plus a margin of between 5.00% and 5.50%, depending on the Company’s then current Secured Leverage Ratio. The initial adjusted prime rate of interest is the prime rate plus 5.25%. ~~Actual interest~~Interest expense was accrued at ~~7.82% through June 30,~~an effective rate of 9.84% for the three months ended December 31, 2022.

The Company must pay (i) a fee based on a percentage per annum equal to 0.50% on the average daily undrawn portion of the commitments in respect of the revolving ~~loan~~credit facility and (ii) a fee based on a percentage per annum equal to 1.00% on the average daily undrawn portion of the commitments in respect of the delayed draw loan facility. In each case, such fee shall be paid quarterly in arrears.

Each of the term loan facility and delayed draw term loan facility require annual principal payments in an amount equal to 1.00% of their respective original principal amounts. The Company shall also repay the term loan facility on an annual basis in an

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amount equal to a percentage of its Excess Cash Flow (as defined in the Credit Agreement), which percentage will be determined by its then current Secured Leverage Ratio. Each of the loan facilities may be repaid at any time with premium or penalty.

The Company is required to maintain an initial Secured Leverage Ratio of not more than 4.25 to 1.00. The maximum permitted Secured Leverage Ratio shall reduce to 3.75 to 1.00 beginning with the Company’s fiscal quarter ending September 30, 2023 and to 3.00 to 1.00 beginning with the Company’s fiscal quarter ending March 31, 2025. The Company is required to maintain a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement), which ratio shall be 1.00 to 1.00 during the first year of the Credit Agreement and shall be 1.10 to 1.00 from and after the Credit Agreement’s first anniversary.

Each of the loan facilities is secured by all assets (other than certain excluded assets) of the Company and each of the Subsidiary Guarantors. Repayment of each of the loan facilities is guaranteed by each of the Subsidiary Guarantors.

Utilizing proceeds from the Credit Agreement on November 5, 2021, the Company repaid all indebtedness and terminated the credit agreement related to the First Internet Bank of Indiana (“FIB”) credit facility and recognized an $877 loss on debt ~~extinguishment.~~extinguishment during the three months ended December 31, 2021.

On January 7, 2022, the Company drew $35,000 on the delayed draw term loan facility. The delayed draw term loan facility in the original principal amount of $35,000 is referred to herein as the “Initial DDTL”. Amounts outstanding under the Initial DDTL accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. ~~Actual interest~~Interest expense was accrued at ~~7.49% through June 30,~~an effective rate of 9.91% for the three months ended December 31, 2022.

First Amendment to Credit Agreement

On January 27, 2022, the Company, Subsidiary Guarantors, the lenders party thereto, and ~~Jefferies Finance LLC, as administrative agent,~~the Agent entered into a First Amendment (the ~~“Amendment”~~“First Amendment”) to the existing Credit Agreement. The First Amendment provides for, among other things, an increase to the existing term loan facility in the amount of $40,000 (the “Incremental Term Loans”) and a new delayed draw term loan facility in the original principal amount of $35,000, which amount is available to be drawn up to 24 months from the date of the Amendment (the “Additional DDTL” and together with the Initial DDTL, the “DDTL”). The Incremental Term Loans and any amounts borrowed under the Additional DDTL are referred to herein as the “Additional Term Loans”. On January 27, 2022, the Company borrowed the full amount of the Incremental Term Loans, ~~but did not borrow any amounts~~and on October 12, 2022, the Company borrowed the full $35,000 under the Additional DDTL.

Amounts outstanding under the Additional Term Loans will accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. ~~Actual interest~~Interest expense was accrued at ~~7.82% through June 30,~~an effective rate of 9.84% for the three months ended December 31, 2022.

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2022 and a 1% prepayment premium if made on or prior to November 5, 2023. Voluntary prepayments made after November 5, 2023 are not subject to a prepayment premium.

Each of the Additional Term Loans require annual principal payments in an amount equal to 1.0% of its respective original principal amounts. The Company shall also repay the term loans on an annual basis in an amount equal to a percentage of its Excess Cash Flow (as defined in the Credit Agreement), which percentage will be determined by its then current Secured Leverage Ratio.

The Additional Term Loans are secured by all assets (other than certain excluded assets) of the Company and each of the Subsidiary Guarantors. Repayment of the Additional Term Loans is guaranteed by each of the Subsidiary Guarantors.

The Additional Term Loans will mature on November 5, 2026.

Second Amendment to Credit Agreement

On December 29, 2022, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement.

The Second Amendment provides for, among other things, an extension of the deadline for the Company to provide to the lenders the audited financial statements for the Company’s fiscal year ended September 30, 2022 and an annual budget for 2023; the Company satisfied these requirements by the extended deadline. The Second Amendment adds a requirement that the Company provide, within 30 days after the end of each month, an unaudited consolidated balance sheet, statement of income and statement of cash flows as of the end of, and for, such month, as well as a “key performance indicator” report. The Second Amendment also requires that, within 10 business days after the end of each month, the Company will provide a rolling 13-week cash flow forecast prepared on a monthly basis. The Second Amendment further provides that, upon the request of the Required Lenders (as defined in the Credit Agreement), the Company will permit a financial advisor designated by the Required Lenders to meet with management of the Company to discuss the affairs, finances, accounts and condition of the Company during the six-month period following the effective date of the Second Amendment. In addition, the Second Amendment requires the Company to deliver an updated organization chart and certain supplemental information regarding the Company’s subsidiaries in connection with each quarterly report required pursuant to the Credit Agreement.

Under the Second Amendment, the Company may elect to borrow on each of the loan facilities at either an adjusted term secured overnight financing rate (“Term SOFR”) rate of interest or an alternate base rate of interest. Adjusted Term SOFR loans shall accrue interest at an annual rate equal to the applicable Term SOFR rate plus (i) an adjustment percentage equal to between 0.11448% and 0.42826%, depending on the term of the loan (“Adjusted Term SOFR”); provided that, Adjusted Term SOFR shall never be less than 1.00%, and (ii) a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). Alternate base rate loans shall accrue interest at an annual rate equal to (i) the highest of (a) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.5%, (b) the Agent’s prime rate and (c) Adjusted Term SOFR for a one-month tenor plus 1.00% (the “Alternate Base Rate”); provided that, the Alternate Base Rate shall never be less than 2.00%, plus (ii) a margin of between 5.00% and 5.50%, depending on the Company’s then current Secured Leverage Ratio.

The Second Amendment also provides that the Company may not request any credit extensions under the revolving credit facility under the Credit Agreement: (i) prior to delivery of the audited financial statements and related compliance certificate for the fiscal year ended September 30, 2022; and (ii) thereafter, if any of the conditions precedent set forth in Section 4.02 of the Credit Agreement cannot be satisfied, including, without limitation, the making of the representation and warranty that as of the date of the most recent audited financial statements delivered to the Agent, no event, change, circumstance, condition, development or occurrence has had, or would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect (as defined in the Credit Agreement).

In addition, the Second Amendment provides that, no later than January 13, 2023 (or such later date as the Required Lenders shall agree in their discretion), the Company shall (i) appoint a financial advisor on terms reasonably acceptable to the Required Lenders and the Company for a term of at least six months, (ii) provide a 13-week budget to the Agent, and (iii) deliver a perfection certificate supplement updating certain information previously provided with respect to each of the Company and the Subsidiary Guarantors, including information regarding certain collateral and other assets owned by such parties. The Company has timely satisfied each of these requirements.

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Long term debt as of ~~June 30,~~December 31, 2022 and September 30, ~~2021~~2022 is detailed in the table below.


	June 30, 2022		September 30, 2021		December 31, 2022		September 30, 2022
FIB Term Loans	$	0	$	36,185
Seller Note – Bolder BioPath		883		1,500		752		808
Seller Note – Smithers Avanza		0		280
Seller Note – Preclinical Research Services		632		685		590		615
Seller Note – Plato BioPharma		2,143		0		643		1,470
Seller Payable - Orient BioResource Center		3,426		0		3,553		3,488
Seller Note – Histion		409		0		325		369
Seller Note – Protypia						600		600
Economic Injury Disaster Loan		140		0		140		140
Convertible Senior Notes		103,617		131,673		106,346		104,965
Term Loan Facility, Initial DDTL and Incremental Term Loans		238,800		0
Term Loan Facility, DDTL and Incremental Term Loans						272,513		238,200
		350,050		170,323		385,462		350,655
Less: Current portion		(4,985)		(9,656)		(7,553)		(7,979)
Less: Debt issue costs not amortized		(11,292)		(6,458)
Total Long-term debt	$	333,773	$	154,209
Less: Debt issuance costs not amortized						(12,266)		(11,999)
Total long-term debt					$	365,643	$	330,677

As of December 31, 2022, the Company did not have an outstanding balance on the revolving credit facility.

Acquisition-related Debt

In addition to the indebtedness under the Credit Agreement, certain of the Company’s subsidiaries have issued unsecured notes as partial payment of the purchase prices of certain acquisitions as described herein. Each of these notes is subordinated to the indebtedness under the Credit Agreement.

As part of the acquisition of Plato, ~~BioPharma, Inc. (“Plato”),~~ which is a part of the Company’s Inotiv Boulder subsidiary, Inotiv Boulder, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Plato in an aggregate principal amount of $3,000. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of June 1, 2023.

As part of the acquisition of ~~Orient BioResource Center (“OBRC”),~~OBRC, the Company agreed to leave in place a payable owed by OBRC to the seller in the amount of $3,700, which the Company determined to have a fair value of $3,325 as of January 27, 2022. The payable does not bear interest and is required to be paid to seller on the date that is 18 months after the closing date of January 27, 2022. The Company has the right to set off against the payable any amounts that become payable by the seller on account of indemnification obligations under the purchase agreement.

As part of the acquisition of Histion, ~~LLC (“Histion”)~~ which is a part of the Company’s subsidiary, Bronco Research Services, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Histion in an aggregate principal amount of $433. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of April 1, 2025.

As part of the acquisition of Protypia, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Protypia in an aggregate principal amount of $600. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of January 7, 2024.

Convertible Senior Notes

On September 27, 2021, the Company issued $140,000 principal amount of its 3.25% Convertible Senior Notes due 2027 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture, dated as of September 27, 2021, among the Company, the Company’s wholly-owned subsidiary, BAS Evansville, Inc., as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Indenture”). Pursuant to the purchase agreement between the Company and the initial purchaser of the Notes, the Company granted the initial purchaser an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes were first issued, up to an additional $15,000 principal amount of the Notes. The Notes issued on September 27, 2021 included $15,000 principal amount of the Notes issued pursuant to the full exercise by the initial purchaser of such option. The Company used the net proceeds from the offering of the Notes, together with borrowings under a new senior secured term loan facility, to fund the cash portion of the purchase price of the Envigo acquisition and related fees and expenses.

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~~Table of Contents~~

indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s non-guarantor subsidiaries. The Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by the Guarantor.

The Notes accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The Notes will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Before April 15, 2027, noteholders have the right to convert their Notes only upon the occurrence of certain events. From and after April 15, 2027, noteholders may convert their Notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, its common shares or a combination of cash and its common shares, at the Company’s election. The initial conversion rate is ~~1.7162~~21.7162 common shares per ~~$1,000~~$1 principal amount of Notes, which represents an initial conversion price of approximately $46.05 per common share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As of December 31, 2022 and September 30, 2022, there were $4,839 and $5,060, respectively, in unamortized debt issuance costs related to the Notes. For the three months ended December 31, 2022, the total interest expense was $2,765, including coupon interest expense of $1,163, accretion expense of $1,381, and the amortization of debt discount and issuance costs of $221. For the three months ended December 31, 2021, the total interest expense was $2,628, including coupon interest expense of $1,163, accretion expense of $1,255, and the amortization of debt discount and issuance costs of $210.

The Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after October 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per common share of the Company exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. The redemption price is a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling the Notes for redemption pursuant to the provisions described in this paragraph will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common shares.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, are subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the failure by the Company or the Guarantor to comply with certain covenants in the Indenture relating to the ability of the Company or the Guarantor to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company or the Guarantor, as applicable, and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company or the Guarantor in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company, the Guarantor or any of their respective subsidiaries with respect to indebtedness for borrowed money of at least $20,000; (vi) the rendering of certain judgments against the Company, the Guarantor or any of their respective subsidiaries for the payment of at least $20,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (vii) certain events of bankruptcy, insolvency and reorganization involving the Company, the Guarantor or any of their respective significant subsidiaries; and (viii) the guarantee of the Notes ceases to be in full force and effect (except as permitted by the Indenture) or the Guarantor denies or disaffirms its obligations under its guarantee of the Notes.

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accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

~~Table of Contents~~

In accordance with ASC 815, at issuance, the Company evaluated the convertible feature of the Notes and determined it was required to be bifurcated as an embedded derivative and did not qualify for equity classification. The convertible feature of the Notes is subject to fair value remeasurement as of each balance sheet date or until it meets equity classification requirements and is valued utilizing Level 3 inputs as described below. The discount resulting from the initial fair value of the embedded derivative will be amortized to interest expense using the effective interest method. Non-cash interest expense during the period primarily related to this discount.

In the first quarter of 2022, the Company adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible debt instruments and convertible preferred shares by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. As a result of the approval of the increase in authorized shares on November 4, 2021 (see Note 212 – Equity), the Note conversion rights met all equity classification criteria in ASC 815. As a result, the derivative liability was remeasured as of November 4, 2021 and reclassified out of long-term liabilities and into additional paid-in capital.

Based upon the above, the Company remeasured the fair value of the embedded derivative as of November 4, 2021, which resulted in a fair value measurement of $88,576 and a loss on remeasurement included in other income (loss) for the ~~nine~~three months ended ~~June 30, 2022~~December 31, 2021 of $56,714. ~~The embedded derivative liability~~

7.SUPPLEMENTAL BALANCE SHEET INFORMATION

Trade receivables and contract assets, net consisted of ~~$88,576~~ ~~was then reclassified to additional paid-in capital in accordance with ASC 815.~~the following:


	December 31,		September 30,
	2022		2022
Trade receivables	$	65,555	$	88,867
Unbilled revenue		16,324		17,474
Total		81,879		106,341
Less: Allowance for credit losses		(7,292)		(6,268)
Trade receivables and contract assets, net of allowances for credit losses	$	74,587	$	100,073

~~In connection with the evaluation at November 4, 2021, the Company rechallenged its analysis~~

Inventories, net consisted of the initial allocation of value between the embedded derivative and debt component of the convertible debt included in long-term liabilities at September 30, 2021. This resulted in a change in the allocation of the underlying long-term debt from $76,716 to $99,776 and the allocation of the conversion feature from $54,922 to $31,862. These changes did not result in any change to long-term liabilities or any material changes to net income (loss) as of September 30, 2021.following:

~~Fair Value~~


	December 31,		September 30,
	2022		2022
Raw materials	$	2,392	$	1,757
Work in progress		72		186
Finished goods		4,762		4,933
Research Model Inventory		72,631		68,055
Total		79,857		74,931
Less: Obsolescence reserve		(4,218)		(3,490)
Inventories, net	$	75,639	$	71,441

The provisions of the fair value measurements and disclosure topic define fair value, establish a consistent framework for measuring fair value and provide the disclosure requirements about fair value measurements. This topic also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s judgment about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

●

~~Level 1 – Valuations based on quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.~~

●

~~Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.~~

●

~~Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.~~

Up until November 4, 2021, the embedded derivative conversion feature of the Notes was subject to fair value measurement on a recurring basis as they included unobservable and significant inputs in determining the fair value. The Company utilized a single factor trinomial lattice model to determine the related fair value of the embedded derivative convertible feature of the Notes at November 4, 2021, and the inputs used included a volatility of 40.0%, a bond yield assumption of 10.44% and a remaining maturity period of 5.95 years.

~~Former Credit Agreement~~

On October 4, 2021, the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “FIB Amendment”), which amended the Amended and Restated Credit Agreement between the Company and FIB, as amended (the “FIB Credit Agreement”). Pursuant to the FIB Amendment, FIB consented to the acquisition by the Company of Plato by merger of Plato

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with a wholly owned subsidiary of the Company and the subsequent merger of the surviving corporation of that merger with another wholly owned subsidiary of the Company. In addition, the FIB Amendment amended the FIB Credit Agreement to (i) add the promissory notes to be issued to former Plato shareholders in the Plato acquisition as permitted indebtedness, which notes were issued by the surviving company, guaranteed by the Company and subordinated in favor of FIB, and (ii) add references to the Plato acquisition to certain provisions of the FIB Credit Agreement relating to subordination agreements, representations and warranties, and certain covenants to permit the Plato acquisition to occur. The FIB Amendment included agreements by the Company to obtain certain landlord waivers within 30 days of the closing of the Plato acquisition and to deliver to FIB signed subordination agreements.

~~The Company consummated the Envigo acquisition and repaid all of its obligations under the FIB Credit Agreement in November 2021.~~

~~8. SUPPLEMENTAL BALANCE SHEET INFORMATION~~

~~Trade receivables and contract assets, net consisted of the following:~~

June 30,

September 30,

2022

2021
Trade receivables

$
94,328

$
22,838
Unbilled revenue

17,300

6,194
Total

111,628

29,032
Less: Allowance for doubtful accounts

(3,909)

(668)
Trade receivables and contract assets, net of allowances for doubtful accounts

$
107,719

$
28,364

~~Inventories, net consisted of the following:~~

June 30,

September 30,

2022

2021
Raw materials

$
1,727

$
513
Work in progress

262

37
Finished goods

4,987

192
Research Model Inventory

64,925

0
Total

71,901

742
Less: Obsolescence reserve

(5,500)

(140)
Inventories, net

$
66,401

$
602

Prepaid expenses and other current assets consisted of the following:


	June 30,		September 30,		December 31,		September 30,
	2022		2021		2022		2022
Advances to suppliers	$	27,030	$	0	$	23,249	$	30,292
Income tax receivable		2,593		0		770		366
Prepaid research models		3,696		1,931		3,248		3,575
Other		5,620		1,198		6,655		8,250
Prepaid expenses and other current assets	$	38,939	$	3,129	$	33,922	$	42,483

The composition of other assets is as follows:


	June 30,		September 30,		December 31,		September 30,
	2022		2021		2022		2022
Long-term advances to suppliers	$	3,393	$	0	$	2,250	$	2,894
Security deposits and guarantees		915		51
Finance lease right-of-use assets, net		51		60		68		79
Debt issuance costs		2,468		0
Debt issuance costs - revolving credit facility						410		1,411
Funded status of defined benefit plan						2,099		1,573
Other		600		230		1,686		1,567
Other assets	$	7,427	$	341	$	6,513	$	7,524

~~Table of Contents~~

Accrued expenses consisted of the following:


	June 30,		September 30,		December 31,		September 30,
	2022		2021		2022		2022
Accrued compensation	$	20,409	$	3,528	$	10,425	$	17,460
Non-income taxes		1,448		18		1,663		1,200
Accrued interest		3,516		169		4,959		5,228
Other		3,121		366		11,535		11,913
Consideration payable		0		4,887
Accrued expenses and other liabilities	$	28,494	$	8,968	$	28,582	$	35,801

The composition of fees invoiced in advance is as follows:


	June 30,		September 30,		December 31,		September 30,
	2022		2021		2022		2022
Customer deposits	$	37,262	$	0	$	30,509	$	39,222
Deferred revenue		38,219		26,614		30,146		29,420
Fees invoiced in advance	$	75,481	$	26,614	$	60,655	$	68,642

~~9. NEW ACCOUNTING PRONOUNCEMENTS~~

In the first quarter of 2022, the Company early adopted ASU 2020-06. The update simplifies the accounting for convertible debt instruments and convertible preferred shares by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. See Note 7 for discussion of the impact on the Company’s condensed consolidated financial statements.

~~10. BUSINESS COMBINATIONS~~

DEFINED BENEFIT PLAN

The Company ~~accounts for acquisitions~~has a defined benefit plan in ~~accordance with ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, liabilities assumed~~the U.K., the Harlan Laboratories UK Limited Occupational Pension Scheme (the "Pension Plan"), which operated through April 2012. As of April 30, 2012, the accumulation of plan benefits of employees in the Pension Plan was permanently suspended and ~~non-controlling interests~~therefore the Pension Plan was curtailed. During the year ending September 30, 2023, the Company expects to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequentcontribute $1,209 to the ~~acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after~~Pension Plan. As of December 31, 2022, the ~~acquisition date generally will affect income tax expense (benefit). ASC 805 requires that any excess~~funded status of the ~~purchase price over the fair value~~defined benefit plan obligation of $2,099 is included in other assets ~~acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.~~

~~HistoTox Labs Acquisition~~

~~Overview~~

On April 30, 2021, the Company completed the acquisition of substantially all of the assets of HistoTox Labs, Inc. (“HistoTox Labs”). HistoTox Labs is a provider of services in connection with non-clinical consulting, laboratory and strategic support services and products related to routine and specialized histology, immunohistology, histopathology and image analysis/digital pathology. Consideration for the HistoTox Labs acquisition consisted of $22,389 in cash, including $68 payable in net working capital adjustments.

HistoTox Labs, Bolder BioPATH, Inc. (“Bolder BioPATH”) and Plato (discussed below) were combined into 1 business unit and recorded combined revenues of $8,845 and $26,328 for the three and nine month periods ended June 30, 2022, respectively, and recorded combined net income of $932 and $2,497 for the three and nine month periods ended June 30, 2022, respectively. HistoTox Labs and Bolder BioPATH recorded combined revenues of $4,251 and combined net income of $585 for the three and nine month periods ended June 30, 2021.

~~Table of Contents~~

~~The HistoTox Labs business is reported as part of our DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Accounts receivable

977
Unbilled revenues

337
Operating lease right of use ("ROU") asset

2,239
Property and equipment

3,929
Intangible assets

8,300
Goodwill

9,339
Accounts payable

(150)
Accrued expenses

(136)
Customer advances

(207)
Operating lease liability

(2,239)

$
22,389

Property and equipment is mostly composed of equipment (including lab equipment, furniture and fixtures, and computer equipment). The fair value of property and equipment was determined using a combination of cost and market-based methodologies.

Intangible assets relate to customer relationships and a non-compete agreement. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years for customer relationships and five years for the non-compete agreement on a straight-line basis. The fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent(non-current) in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

~~Bolder BioPATH Acquisition~~

~~Overview~~

On May 3, 2021, the Company completed the acquisition of Bolder BioPATH in a merger of Bolder BioPATH with a wholly owned subsidiary of the Company. Bolder BioPATH is a provider of services specializing in in vivo models of rheumatoid arthritis, osteoarthritis, and inflammatory bowel disease as well as other autoimmune and inflammation models. Consideration for the Bolder BioPATH acquisition consisted of (i) $17,530 in cash, including a net working capital adjustment of $970, which was settled through a reduction of the seller note of $470 and receipt of $500 cash, and inclusive of $1,250 being held in escrow for purposes of securing any amounts payable by the selling parties on account of indemnification obligations, purchase price adjustments, and other amounts payable under the merger agreement, (ii) 1,588,235 of the Company’s common shares valued at $34,452 using the closing price of the Company’s common shares on May 3, 2021 and (iii) unsecured subordinated promissory notes payable to the former shareholders of Bolder BioPATH in an aggregate principal amount of $1,500. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of May 1, 2026.

In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Bolder BioPATH acquisition as a result of book-to-tax differences primarily related to the customer relationship intangible and property and equipment. This business is reported as part of our DSA reportable segment.

~~Table of Contents~~

~~The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Accounts receivable

2,146
Unbilled revenues

1,798
Operating lease ROU asset

2,750
Property and equipment

6,523
Intangible asset

12,700
Other assets

34
Goodwill

36,206
Accounts payable

(153)
Accrued expenses

(243)
Deferred revenue

(662)
Deferred tax liability

(4,867)
Operating lease liability

(2,750)

$
53,482

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and NaN is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

~~Gateway Acquisition~~

~~Overview~~

On August 2, 2021, the Company completed the acquisition of Gateway Pharmacology Laboratories LLC (“Gateway Laboratories”) to further expand its drug metabolism and pharmacokinetics technology and capability as well as expand service offerings to include in vitro solutions in pharmacology and toxicology early in drug discovery. Consideration for the Gateway Laboratories acquisition consisted of (i) $1,704 in cash, including working capital and subject to customary purchase price adjustments, and (ii) 45,323 of the Company’s common shares valued at $1,182 using the closing price of the Company’s common shares on August 2, 2021. This business is reported as part of our DSA reportable segment.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and the Company’s ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and NaN is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

~~Table of Contents~~

~~The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Accounts receivable

409
Operating lease ROU asset

120
Property and equipment

359
Intangible asset

100
Other assets

4
Goodwill

2,260
Accounts payable

(3)
Accrued expenses

(72)
Deferred tax liability

(171)
Operating lease liability

(120)

$
2,886

~~BioReliance Acquisition~~

~~Overview~~

On July 9, 2021, the Company completed the acquisition of certain assets of BioReliance Corporation (“BioReliance”) to further expand its service offerings to include genetic toxicology services. The assets acquired consisted of fixed assets and an intangible asset related to customer relationships. The Company accounted for the transaction as a business combination as it was determined that the transaction included inputs and substantive processes capable of producing outputs which constitute a business. Consideration for the BioReliance acquisition consisted of (i) $175 in cash and (ii) 10% of net sales through December 2023 derived from the provision by the Company of services comprising the business to existing customers related to the intangible asset acquired. The Company estimated the fair value of 10% of net sales and recorded a contingent consideration liability of $640 in thecondensed consolidated balance sheets for the year ended September 30, 2021. The $175 consideration payable was included in accrued expenses in the consolidated balance sheets for the year ended September 30, 2021 and subsequently paid in the first quarter of fiscal 2022. This business is reported as part of our DSA reportable segment.

~~The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Property and equipment

175
Intangible asset

640

$
815

As of June 30, 2022, the Company had approximately $579 of contingent consideration related to the BioReliance acquisition that is subject to fair value measurement on a recurring basis as it includes unobservable and significant inputs in the determination of fair value. The fair value of the contingent consideration related to BioReliance was estimated using a discounted cash flow analysis and Level 3 inputs including projections representative of a market participant view for net sales through December 2023 and an estimated discount rate. The amount to be paid is calculated as a percentage of net sales as described above.

~~Plato BioPharma Acquisition~~

~~Overview~~

On October 4, 2021, the Company completed the acquisition of Plato to expand its market reach in early-stage drug discovery. Consideration for the Plato acquisition consisted of (i) $10,530 in cash, including working capital and subject to customary purchase price adjustments, (ii) 57,587 of the Company’s common shares valued at $1,776 using the closing price of the Company’s common shares on October 4, 2021 and (iii) seller notes to the former shareholder of Plato in an aggregate principal amount of $3,000.

~~Table of Contents~~

The valuation of assets acquired and liabilities assumed had not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, income taxes, goodwill and net working capital among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but 0 later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. This business is reported as part of our DSA reportable segment.

~~The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Preliminary

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Cash

1,027
Trade receivables and contract assets

868
Prepaid expenses and other current assets

141
Property and equipment

1,148
Operating lease ROU assets

2,566
Intangible asset

4,800
Goodwill

9,247
Accounts payable

(110)
Fees invoiced in advance

(99)
Operating lease liability

(2,549)
Accrued expenses and other liabilities

(245)
Deferred tax liability

(1,488)

$
15,306

Property and equipment is mostly composed of lab equipment, furniture and fixtures, and computer equipment. The fair value of property and equipment was determined to approximate net book value at the time of the acquisition based on the information currently available and pending finalization of our fair value assessment, which is subject to change as we complete our valuation procedures.

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years for customer relationships on a straight-line basis. The fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

~~Table of Contents~~

~~Envigo RMS Holding Corp Acquisition~~

~~Overview~~

On November 5, 2021, the Company completed the acquisition of Envigo by merger of a wholly owned subsidiary of the Company with and into Envigo to expand its market reach in early-stage drug discovery. The aggregate consideration paid to the holders of outstanding capital stock in Envigo in the merger consisted of cash of $217,808, including adjustments for net working capital, and 8,245,918 of the Company’s common shares valued at $439,590 using the opening price of the Company’s common shares on November 5, 2021. In addition, the Company assumed certain outstanding Envigo stock options, including both vested and unvested options, that were converted to the right to purchase 790,620 Company common shares at an exercise price of $9.93 per share. The stock options were valued at $44.80 per option utilizing a Black-Scholes option valuation model with the inputs below. The total value of options issued was $35,418, of which $18,242 was excluded from the purchase price as those options were determined to be post-combination expense. The previously vested stock options are reflected as purchase consideration of approximately $17,176.

Stock price

$
53.31

Strike price

$
9.93

Volatility

75.93
%
Expected term

3.05

Risk-free rate

0.62
%

The Company recognized transaction costs related to the acquisition of Envigo of $0 and $8,945 for the three and nine months ended June 30, 2022. These costs were associated with legal and professional services related to the acquisition and are reflected within other operating expenses in the Company’s condensed consolidated statements of operations.

The valuation of assets acquired and liabilities assumed had not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, inventory, intangible assets, income taxes, goodwill, and the finalization of net working capital, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but 0 later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. This business is reported as part of the Company’s RMS reportable segment.sheets.

Table of Contents

The following table ~~summarizes~~provides the ~~preliminary fair value~~components of ~~assets acquired~~net periodic benefit costs for the Pension Plan, which is included in general and ~~liabilities assumed as~~administrative expenses in the condensed consolidated statements of ~~the acquisition date:~~operations.

Preliminary

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Cash

3,091
Restricted cash

435
Trade receivables and contract assets

44,205
Inventory

42,338
Prepaid expenses and other current assets

18,960
Operating lease ROU assets

8,423
Property and equipment

109,956
Other assets

7,676
Intangible asset

257,000
Goodwill

291,319
Accounts payable

(15,913)
Fees invoiced in advance

(7,040)
Current portion of long-term operating lease

(3,168)
Accrued expenses and other liabilities

(22,383)
Long-term operating leases, net

(5,045)
Other liabilities

(4,205)
Long-term debt

(140)
Long-term deferred tax liabilities

(51,815)
Noncontrolling interest

880

$
674,574

Property and equipment is mostly composed of land, buildings and equipment (including lab equipment, furniture and fixtures, and computer equipment). The fair value of property and equipment was determined to approximate net book value at the time of the acquisition based on the information currently available and pending finalization of our fair value assessment, which is subject to change as we complete our valuation procedures.

Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 13.5 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Envigo acquisition as a result of book-to-tax differences primarily related to the intangible assets, step up on the fair value of inventory and property and equipment. Within the deferred tax liability, $8,949 of acquired foreign net operating losses are offset by an uncertain tax benefit of $8,304.

~~Table of Contents~~

Goodwill, which is derived from the expanded client base, the ability to provide products and services for the entirety of discovery and nonclinical development within one organization, and to ensure supply for internal use, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and NaN is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.

~~Robinson Services, Inc. Acquisition~~

~~Overview~~

On December 29, 2021, the Company completed the acquisition of the rabbit breeding and supply business of Robinson Services, Inc. (“RSI”). The acquisition was another step in Inotiv’s strategic plan for building its RMS business and is reported as part of the Company’s RMS reporting segment. The aggregate consideration paid in the transaction consisted of cash consideration of $3,250 and 70,633 of the Company’s common shares valued at $2,898 using the closing price of the Company’s common shares on December 29, 2021.

The valuation of assets acquired and liabilities assumed had not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the valuation of intangible assets, non-compete agreement, supply agreement and goodwill. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but 0 later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. This business is reported as part of the Company’s RMS reportable segment.

~~The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Preliminary

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Customer relationship

4,700
Non-compete agreement

300
Supply agreement

200
Goodwill

948

$
6,148

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 7.5 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.


	Three Months Ended
	December 31,
	2022		2021
Components of net periodic (benefit) expense:
Interest cost	$	182	$	58
Expected return on assets		(198)		(109)
Amortization of prior (gain) loss		(38)		161
Net periodic (benefit) expense	$	(54)	$	110

~~Integrated Laboratory Systems, LLC acquisition~~

~~Overview~~

~~Table of Contents~~

~~and services. Consideration for the ILS acquisition~~9.OTHER OPERATING EXPENSE

Other operating expense consisted of ~~$38,993 in cash, including adjustments for net working capital, and inclusive of $3,800 being held in escrow for purposes of securing any amounts payable by~~ the selling parties on account of indemnification obligations, purchase price adjustments, and other amounts payable under the merger agreement and 429,118 of the Company’s common shares valued at $14,466 using the opening price of the Company’s common shares on January 10, 2022.

The valuation of assets acquired and liabilities assumed had not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, inventory, intangible assets, income taxes, goodwill, and the finalization of net working capital, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but 0 later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. This business is reported as part of our DSA reportable segment.

ILS recorded revenue of $5,856 and $10,722 for the three and nine month periods ended June 30, 2022, respectively, and a net loss of ($756) and ($647) for the three and nine month periods ended June 30, 2022, respectively.

~~The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:~~following:

Preliminary

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Cash

797
Trade receivables and contract assets

4,257
Prepaid expenses and other current assets

64
Operating lease ROU assets

3,603
Property and equipment

3,911
Intangible asset

22,600
Goodwill

26,062
Accounts payable

(1,156)
Fees invoiced in advance

(2,420)
Current portion on long-term operating lease

(738)
Accrued expenses and other liabilities

(942)
Long-term operating leases, net

(2,425)
Other liabilities

(41)
Long-term deferred tax liabilities

(113)

$
53,459

Property and equipment is mostly composed of equipment (including lab equipment, furniture and fixtures, and computer equipment) and leasehold improvements. The fair value of property and equipment was determined using a combination of cost and market-based methodologies. The fair value of property and equipment as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately nine years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

~~Table of Contents~~

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and NaN is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment.

~~Orient BioResource Center, Inc. acquisition~~

~~Overview~~

On January 27, 2022, the Company completed the acquisition of OBRC from Orient Bio, Inc., a preclinical contract research organization and animal model supplier based in Seongnam, South Korea (“Seller”). OBRC is a primate quarantine and holding facility. Consideration for the OBRC acquisition consisted of (i) $26,522 in cash, including certain adjustments, (ii) 677,339 of the Company’s common shares valued at $18,410 using the closing price of the Company’s common shares on January 27, 2022, (iii) the effective settlement of a preexisting relationship of $1,017 and (iv) a payable owed by OBRC to the Seller in the amount of $3,325. The preexisting relationship represents the return of fees invoiced in advance and paid to OBRC by the Company prior to the acquisition offset by the payment of trade receivables by the Company to OBRC. As these were settled at the stated value, 0 gain or loss was recorded as a result of the settlement of this preexisting relationship. The payable will not bear interest and is required to be paid to the Seller on the date that is 18 months after the closing. The Company will have the right to set off against the payable any amounts that become payable by the Seller on account of indemnification obligations under the purchase agreement.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2022. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, income taxes, goodwill, and the finalization of net working capital, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but 0 later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. This business is reported as part of our RMS reportable segment.

OBRC recorded revenue of $17,676 and $24,985 for the three and nine month periods ended June 30, 2022, respectively, and net income of $2,555 and $4,948 for the three and nine month periods ended June 30, 2022, respectively.

~~The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:~~

Preliminary

Allocation as of

June 30, 2022
Assets acquired and liabilities assumed:

Cash

5,481
Trade receivables and contract assets

2,025
Inventory

9,600
Prepaid expenses and other current assets

2,609
Property and equipment

8,336
Intangible asset

16,600
Goodwill

16,115
Accounts payable

(552)
Fees invoiced in advance

(6,548)
Accrued expenses and other liabilities

(287)
Long-term deferred tax liabilities

(4,105)

$
49,274

Property and equipment is mostly composed of land, building and equipment (including lab equipment, furniture and fixtures, and computer equipment). The fair value of property and equipment was determined using a combination of cost and market-based methodologies. The fair value of property and equipment as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

~~Table of Contents~~

Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately six years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets as of June 30, 2022 is based on preliminary assumptions which are subject to change as we complete our valuation procedures.

Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and NaN is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment.

~~Histion Acquisition~~

~~Pro Forma Results~~

The Company’s unaudited pro forma results of operations for the three and nine months ended June 30, 2022 and June 30, 2021, assuming the acquisitions had occurred as of October 1, 2020, are presented for comparative purposes below. These amounts are based on available information of the results of operations prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the acquisitions been completed on October 1, 2020.

~~The unaudited pro forma information is as follows:~~


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended			Three Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021			December 31,
Total revenues	$	172,793	$	109,184	$	441,889	$	326,658
										2022		2021
Net loss		(3,680)		(1,398)		(101,870)		(23,535)
Acquisition and integration costs										$	983	$	8,808
Restructuring costs¹											266		—
Startup costs											1,505		957
Remediation costs											585		439
Other costs											300		362
Acquisition-related stock compensation costs²											—		23,014
										$	3,639	$	33,580
¹Restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland facilities. See Note 10 – Restructuring and Assets Held for Sale for additional information.									¹Restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland facilities. See Note 10 – Restructuring and Assets Held for Sale for additional information.
²Refer to Note 4 - Business Combinations for further discussions around acquisition-related stock compensation costs related to the acquisition of Envigo.									²Refer to Note 4 - Business Combinations for further discussions around acquisition-related stock compensation costs related to the acquisition of Envigo.

10.RESTRUCTURING AND ASSETS HELD FOR SALE

~~11. REVENUE RECOGNITION~~

In accordance with ASC 606, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements.

~~Service revenue~~

~~DSA~~

The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers archive storage services to its clients.

~~Table of Contents~~

The Company’s fixed fee arrangements may involve nonclinical research services (toxicology, pathology, pharmacology), bioanalytical, and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred to total estimated direct costs. For contracts that involve in-life study conduct, method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheets. Unbilled revenues represent revenues earned under contracts in advance of billings.

Archive services provide climate controlled archiving for clients’ data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements include one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed.

~~RMS~~

The Company provides GEMS, which includes the performance of contract breeding and other services associated with genetically engineered models, client-owned animal colony care, and health monitoring and diagnostics services related to research models. For contracts that involve creation of a specific type of animal, revenue is recognized over time with each milestone as a separate performance obligation. The Company is due payment for work performed even if subsequent milestones are unable to be met. Contract breeding revenue and client-owned animal colony care revenue are recognized over time and are billed as per diems. Health monitoring revenue and diagnostic services revenue are recognized once the service is performed.

~~Product revenue~~

~~DSA~~

DSA product revenue includes internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. These products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation.

~~RMS~~

RMS product revenue includes research models, diets and bedding, bioproducts and GEMS. Research models revenue represents the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers, and large-animal models. Diets and bedding revenue represents laboratory animal diets, bedding, and enrichment products under the Company’s Teklad product line. Bioproducts revenue represents the sale of serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Research models and diets and bedding include freight costs associated with the delivery of the product to customers. For these products, all revenue is recognized at a point in time, generally when title and control of the product is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation.

~~The following table presents changes in the Company’s contract assets and contract liabilities for the nine months ended June 30, 2022.~~

Balance at

Balance at

September 30,

June 30,


2021

Additions

Deductions

2022
Contract Assets: Unbilled revenue

$
6,194

$
31,794

$
(20,688)

$
17,300
Contract liabilities: Fees invoiced in advance

$
26,614

$
389,849

$
(340,982)

$
75,481

~~Table of Contents~~

~~12.~~Restructuring~~RESTRUCTURING~~

During June 2022, the Company approved and announced a plan to close its facility in Cumberland, Virginia (“Cumberland facility”) and to close and relocate its operations in Dublin, Virginia (“Dublin facility”) into its other existing facilities, as a part of the Company’s ongoing restructuring and site optimization plan. The Cumberland facility exit iswas also a part of the transfer plan settlement, as further described in Note 1514 – Contingencies. The operations at both the Cumberland facility and the Dublin facility ~~are~~were within the RMS segment. The Cumberland facility exit ~~is expected to be~~was complete by ~~October~~September 2022. ~~Any potential decision to sell the facility and related property may extend past that date.~~ The ~~Company expects the~~ Dublin facility transition ~~to be complete by~~was completed in November 2022.

For the three months ended December ~~2022.~~

~~As part of its restructuring activities,~~31, 2022, the Company ~~has~~ incurred ~~and expects to continue to incur further~~immaterial expenses that qualify as exit and disposal costs under ~~GAAP. For~~GAAP, and does not expect further material charges as a result of the three and nine months ended June 30, 2022, these costs included employee severance and other costs related to workforce reductions (“employee-related”) of $1,193 and other exit costs (“other”) of $2,614, which primarily relate to inventory write-downs related to the exitclosures of the Cumberland facility and ~~to costs to maintain the facilities until each facility has been exited.~~Dublin facility. Exit and disposal costs ~~have been~~were charged to ~~Other~~other operating expense.

~~The~~As of December 31, 2022, the liability balance for ~~restructuring~~exit and disposal costs that qualify as employee-related exit and disposal costs is $571.

Assets Held for Sale

Prior to the Envigo acquisition, Envigo management signed a Stock Purchase Agreement dated October 6, 2021, to sell its ownership interest in its Israel RMS and Israel CRS businesses (the “Israeli Businesses”) to the management team of the Israel Businesses for $6,650. The sale includes the Company’s 100% ownership in Israel RMS and Israel RMS’s 62.5% ownership interest in Israel CRS. The management team currently owns the 37.5% non-controlling ownership position in Israel CRS. In October 2022, the Company’s Board of Directors approved the sale of the Israeli Businesses. As a result of this approval, and in consideration of the remaining assets held for sale criteria under ~~GAAP~~ASC 360 – Property, Plant and Equipment, it was determined that the net assets and liabilities of the Israeli Businesses met the criteria for assets held for sale as of December 31, 2022.This sale is ~~shown below.~~ expected to close by the end of

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the fiscal year ended September 30, 2023 and will be reflected in the RMS reportable segment. The combined loss before taxes of the Israeli Businesses for the three months ended December 31, 2022 was $1,904.

The assets and liabilities, and the resulting net assets held for sale, of the Israeli Businesses are as follows:

Employee Related

Other

Total
Liability as of September 30, 2021

0

0

0
Charges

$
1,193

$
364

$
1,557
Cash Payments

0

0

0
Liability as of June 30, 2022

$
1,193

$
364

$
1,557


	December 31,
	2022
Assets
Current assets:
Cash and cash equivalents	$	1,097
Restricted cash		472
Trade receivables and contract assets, net of allowances for credit losses		3,095
Inventories, net		760
Prepaid expenses and other current assets		1,065
Total current assets	$	6,489

Property and equipment, net		1,071
Total assets	$	7,560

Liabilities
Current liabilities:
Accounts payable	$	317
Accrued expenses and other liabilities		1,902
Fees invoiced in advance		491
Total liabilities	$	2,710

Net assets held for sale	$	4,850

The Company has also incurred asset-related costs that relate to our restructuring activities, which do not qualify as exit and disposal costs under GAAP. Asset-related costs include asset impairment charges. As of June 30, 2022, the Company incurred asset-related costs of $1,054 in connection with the impairment of property, plant and equipment at the Dublin and Cumberland facilities, as a result of obtaining market quotes for the value of the real property at the facility and the review of the usefulness of the personal property if transferred to other sites in connection with exit plans.

~~13.~~ 11.LEASES

The Company records a ~~ROU~~right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASU 842. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance ~~sheet.~~sheets. The Company recognizes lease expense for the leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land that the Company uses to conduct its operations. Facilities leases range in duration from two to ten years, with either renewal options for additional terms as the initial lease term expires, or purchase options. Facilities leases are considered as either operating or financing leases.

Equipment leases provide for office equipment, laboratory equipment or services the Company uses to conduct its operations. Equipment leases range in duration from 30 to 60 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options.

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ROU lease assets and lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows:


					December 31, 2022		September 30, 2022
	June 30, 2022		September 30, 2021
Operating ROU assets, net	$	29,116	$	8,358	$	34,152	$	32,489

Current portion of operating lease liabilities		6,151		1,959		8,475		7,982
Long-term operating lease liabilities		22,901		6,554		26,240		24,854
Total operating lease liabilities	$	29,052	$	8,513	$	34,715	$	32,836

Finance ROU assets, net	$	51	$	60	$	68	$	79

Current portion of finance lease liabilities		21		24		39		43
Long-term finance lease liabilities		33		39		35		41
Total finance lease liabilities	$	54	$	63	$	74	$	84

During the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and 2021, the Company had operating lease amortization of ~~$2,421~~$1,936 and ~~$4,989, respectively, and had finance lease amortization of $6 and $18,~~$1,083, respectively.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s leases for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 and ~~June 30,~~December 31, 2021 were:


	Three Months Ended				Nine Months Ended				Three Months Ended
	June 30,				June 30,				December 31,
	2022		2021		2022		2021		2022		2021
Operating lease costs:
Fixed operating lease costs	$	2,187	$	292	$	5,882	$	736	$	2,592	$	1,083
Short-term lease costs		11		32		56		66		12		25
Lease income		(566)		(159)		(1,732)		(477)		(674)		(177)
Finance lease costs:
Amortization of ROU asset expense		6		25		18		97		11		6
Interest on finance lease liability		1		46		2		183		1		1
Total lease cost	$	1,639	$	236	$	4,226	$	605	$	1,942	$	938

The Company serves as lessor to a lessee in 5five facilities. The gross rental income and underlying lease expense are presented net in the Company’s condensed consolidated ~~statement~~statements of operations. The gross rent receivables and underlying lease liabilities are presented gross in the Company’s condensed consolidated balance sheets.

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended		Nine Months Ended		Three Months Ended
	June 30,		June 30,		December 31,
	2022		2021		2022		2021
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,205	$	4,927	$	2,351	$	1,096
Operating cash flows from finance leases		5		18		11		1
Finance cash flows from finance leases		1		2		1		6

Non-cash lease activity:
ROU assets obtained in exchange for new operating lease liabilities	$	7,658	$	25,747	$	3,567	$	17,036
Right-of-use assets obtained in exchange for new finance lease liabilities		0		9
ROU assets obtained in exchange for new finance lease liabilities						—		—

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The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of ~~June 30,~~December 31, 2022 and ~~June 30,~~ 2021 were:


	June 30, 2022		June 30, 2021		December 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years)
Operating lease	5.60		4.91		5.97		6.18
Finance lease	2.79		3.43		2.35		2.90
Weighted-average discount rate (in percentages)
Operating lease	5.45	%	4.46	%	6.97	%	5.10	%
Finance lease	4.86	%	4.86	%	4.86	%	4.86	%

Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute.

As of ~~June 30,~~December 31, 2022, maturities of operating and finance lease liabilities for each of the following five fiscal years and a total thereafter were as follows:


	Operating Leases		Finance Leases		Operating Leases		Finance Leases
2022 (remainder of fiscal year)	$	1,145	$	6
2023		7,558		21
2023 (remainder of fiscal year)					$	8,351	$	40
2024		6,547		21		8,263		31
2025		5,737		8		6,975		5
2026		4,902		1		5,667		1
2027						3,803		—
Thereafter		8,087		0		10,597		—
Total minimum future lease payments		33,976		57		43,656		77
Less interest		(4,924)		(3)		(8,941)		(3)
Total lease liability		29,052		54		34,715		74

12.EQUITY, STOCK-BASED COMPENSATION AND LOSS PER SHARE

Increase in Authorized Shares and Equity Plan Reserve

On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares from 20,000,000 shares, consisting of 19,000,000 common shares and 1,000,000 preferred shares, to 75,000,000 shares, consisting of 74,000,000 common shares and 1,000,000 preferred shares. Approval of this matter by the Inotiv shareholders was a condition to the closing of the Envigo acquisition. The amendment was effective on November 4, 2021. On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to certain limitations in the Equity Plan. At December 31, 2022, 951,535 shares remained available for grants under the Equity Plan.

Stock Issued in Connection with Acquisitions

During the three months ended December 31, 2022 and 2021, 0 and 8,374,138 common shares, respectively, were issued in relation to acquisitions. See Note 4 – Business Combinations for further discussion of consideration for each acquisition.

Stock-Based Compensation

The Company expenses the estimated fair value of stock options, restricted stock and restricted stock units over the vesting periods of the grants. The Company recognizes expense for awards subject to graded vesting using the straight-line attribution method and forfeitures, as they are incurred. Stock based compensation expense for the three months ended December 31, 2022 and 2021, was $2,046 and $23,932, respectively. Of the $23,932 stock based compensation expense in the three months ended December 31, 2021, $23,014 related to post-combination expense recognized in connection with the Envigo transaction (see Note 4 – Business Combinations), which was inclusive of $4,772 of stock based compensation settled in cash.

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~~14. DEFINED BENEFIT PLAN~~Net Loss per Share

The Company ~~has a defined benefit plan~~computes basic loss per share using the weighted average number of common shares outstanding. The Company computes diluted loss per share using the if-converted method for preferred shares and convertible debt, if any, and the treasury stock method for stock options and restricted stock units. Shares issuable upon exercise of 1,779,406 options and shares issuable upon vesting of 549,833 restricted stock units were not considered in computing diluted loss per share for the ~~U.K.,~~three months ended December 31, 2022 because they were anti-dilutive. Shares issuable upon exercise of 1,654,270 options were not considered in computing diluted loss per share for the ~~Harlan Laboratories UK Limited Occupational Pension Scheme (the "Pension Plan"),~~three months ended December 31, 2021 because they were anti-dilutive. Additionally, there are 3,040,268 shares of common stock issuable upon conversion in connection with the convertible debt entered into on September 27, 2021, which ~~operated through April 2012. As of April 30, 2012,~~were not considered in computing diluted loss per share for the ~~accumulation of plan benefits of employees in the Pension Plan was permanently suspended~~three months ended December 31, 2022 and therefore the Pension Plan was curtailed. During the year ending September 30, 2022, the Company expects to contribute $1,078 to the Pension Plan. As of June 30, 2022, the underfunded defined benefit plan obligation of $185 is included in other liabilities (non-current) in the condensed consolidated balance sheets.

2021 because they were anti-dilutive.

The following table ~~provides~~reconciles the ~~components~~computation of basic net ~~periodic benefit costs for the Pension Plan, which is included in general and administrative expenses in the condensed consolidated statement of operations.~~loss per share to diluted net loss per share:

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022

2021

2022

2021
Components of net periodic benefit expense:

Interest cost

$
207

$
0

$
344

$
0
Expected return on assets

(352)

0

(681)

0
Amortization of prior loss

177

0

454

0
Net periodic benefit cost

$
32

$
0

$
117

$
0


	Three Months Ended
	December 31,
	2022		2021
Basic and diluted net loss per share:
Net loss applicable to common shareholders	$	(87,323)	$	(83,047)
Weighted average common shares outstanding (in thousands)
Basic and diluted:		25,603		21,124

Basic and diluted net loss per share	$	(3.41)	$	(3.93)

~~15.~~13.~~CONTINGENCIES~~INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes.  The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. The Company records valuation allowances based on a determination of the expected realization of tax assets.

The difference between the enacted federal statutory rate of 21% and the Company’s effective tax rate of 15.5% for the three months ended December 31, 2022 was primarily related to the impact on tax expense of certain book to tax differences on the deductibility of goodwill impairment and other permanent items.

The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and foreign jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities. State and other income tax returns are generally subject to examination for a period of three to five years after the filing of the respective returns. The Company is no longer subject to U.S. federal tax examinations for years before 2018 or state and local tax examinations for years before 2017, with limited exceptions. For federal purposes, the tax attributes carried forward could be adjusted through the examination process and are subject to examination three years from the date of utilization.

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14.CONTINGENCIES

Litigation

Envigo RMS, LLC (“Envigo RMS”) is a defendant in a purported class action and a related action under California’s Private Attorney General Act of 2004 (“PAGA”) brought by Jacob Greenwell, a former employee of Envigo RMS, on June 25, 2021 in the Superior Court of California, Alameda County. The complaints allege that Envigo RMS violated certain wage and hour requirements under the California Labor Code. PAGA authorizes private attorneys to bring claims on behalf of the State of California and aggrieved employees for violations of California’s wage and hour laws. The class action complaint seeks certification of a class of similarly situated employees and the award of actual, consequential and incidental losses and damages for the alleged violations. The PAGA

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complaint seeks civil penalties pursuant to the California Labor Code and attorney’s fees. The Company intends to continue to vigorously defend these claims.

On June 23, 2022, a putative securities class action lawsuit was filed in the United States District Court for the Northern District of Indiana, naming the Company and Robert W. Leasure and Beth A. Taylor as defendants, captioned Grobler v. Inotiv, Inc., et al., Case No. 4:22-cv-00045 (N.D. Ind.). The complaint ~~alleges~~alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Act”), as amended, and Rule 10b-5 promulgated thereunder, ~~related to~~based on alleged false and misleading statements and material omissions regarding the Company’s ~~disclosures concerning its~~ acquisition of Envigo RMS ~~LLC~~ and its regulatory compliance. On September 12, 2022, Oklahoma Police Pension and Retirement System was appointed by the Court as lead plaintiff. Thereafter, on November 14, 2022, the lead plaintiff filed an amended complaint against the same defendants, in addition to John E. Sagartz and Carmen Wilbourn, that asserted the same claims along with a claim under Section 14(a) of the Act. On November 23, 2022, the lead plaintiff filed a further amended complaint against the aforementioned defendants asserting the same claims as the amended complaint and further alleging that false and misleading statements and material omissions were made concerning the Company’s non-human primate business. The purported class in the operative complaint includes all persons who purchased or otherwise acquired the ~~Company's~~Company’s common stock between September 21, 2021 and ~~June 13,~~November 16, 2022, and the complaint seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. While the Company cannot predict the outcome of this matter, the Company believes the class action to be without merit and plans to vigorously defend itself.

On September 9, 2022, a purported shareholder derivative lawsuit was filed in the United States District Court for the Northern District of Indiana, naming Robert W. Leasure, Beth A. Taylor, Gregory C. Davis, R. Matthew Neff, Richard A. Johnson, John E. Sagartz, Nigel Brown, and Scott Cragg as defendants, and the Company as a nominal defendant, captioned Grobler v. Robert W. Leasure, et al., Case No. 4:22-cv-00064 (N.D. Ind.). The derivative action asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, and waste of corporate assets, as well as violations of Section 14(a) of the Securities Exchange Act of 1934 arising out of the Company’s acquisition of Envigo and its regulatory compliance. On November 15, 2022, the Court entered an order staying the derivative action pending a resolution of a motion to dismiss in the securities class action.

On January 4, 2023, an additional shareholder derivative lawsuit was filed in the United States District Court for the Northern District of Indiana, naming Robert W. Leasure, Beth A. Taylor, Gregory C. Davis, R. Matthew Neff, Richard A. Johnson, John E. Sagartz, Nigel Brown, and Scott Cragg as defendants, and the Company as a nominal defendant, captioned Burkhart v. Robert W. Leasure, et al., Case No 4:23-cv-00003 (N.D. Ind.). The derivative action asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, and waste of corporate assets, as well as violations of Section 10(b), 21D and 14(a) of the Securities Exchange Act of 1934 arising out of the Company’s acquisition of Envigo and its regulatory compliance.

While the Company cannot predict the outcome of these matters, the Company believes the derivative actions to be without merit and plans to vigorously defend itself.

The Company is party to certain other legal actions arising out of the normal course of its business. In management's opinion, none of these actions will have a material effect on the Company's operations, financial condition or liquidity.

Government Investigations and Actions

During the period from July 2021 through March 2022, Envigo RMS’s Cumberland facility was inspected on several occasions by the U.S. Department of Agriculture (“USDA”). USDA issued inspection reports with findings of non-compliance with certain USDA laws and regulations. Envigo RMS formally appealed certain of the findings, and made multiple remediations and improvements at the Cumberland facility, of which it kept USDA apprised.

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On May 18, 2022, the U.S. Department of Justice ("DOJ"), together with federal and state law enforcement agents, executed a search and seizure warrant on the Cumberland facility. The warrant was issued by the U.S. District Court for the Western District of Virginia on May 13, 2022. Certain employees and former employees also received a grand jury subpoena requested by the U.S. Attorney’s Office for the Western District of Virginia (“USAO-VA”). On December 8, 2022, EGSI and Inotiv received additional subpoenas from the USAO-VA, on documents, records or materials required to be maintained to comply with the Clean Water Act (the “CWA”), the Virginia State Water Control Law or local pretreatment requirements, from January 2017 to present. Certain employees and former employees also received a grand jury subpoena requested by the USAO-VA regarding the Cumberland facility’s compliance with the CWA, the Virginia State Water Control Law or local pretreatment requirements. Consistent with Company policy, the Company is cooperating with DOJ and USAO-VA and other involved authorities.

On May 19, 2022, a civil complaint was filed against Envigo RMS in the U.S. District Court for the Western District of Virginia. The complaint was a civil action by DOJ alleging violations of the Animal Welfare Act at the Cumberland facility. The complaint sought declaratory and injunctive relief and costs. A temporary restraining order was issued on May 21, 2022 and, following Envigo RMS’s announcement on June 13, 2022 of its plans to permanently decommission the Cumberland facility, a preliminary injunction was issued on June 17, 2022. On July 15, 2022, the court approved a settlement entered into by Envigo RMS, the DOJ and the USDA on the civil case, which also comprises USDA’s administrative claims against Envigo RMS for the Cumberland facility. The settlement ~~does~~did not require that Envigo RMS pay any fines or penalties to any governmental agencies. In addition, it is expressly stated that the settlement iswas not an admission of liability or wrongdoing by Envigo RMS with regard to its past operation of the Cumberland facility. The settlement ~~incorporates~~incorporated the transfer plan that was mutually agreed to by the DOJ and Envigo RMS on July 1, 2022 (the “Transfer Plan”), and it ~~concludes~~concluded all related civil and administrative complaints related to the Cumberland facility. ~~As of the filing date of this Report, the~~The Transfer Plan execution was ~~still being executed~~finalized by ~~all~~the parties ~~involved. After~~on September 1, 2022. As per required in settlement, the ~~Transfer Plan is fully executed, in~~DOJ and USDA moved to dismiss the civil and administrative complaints with prejudice on September 14, 2022, and such dismissal was granted by the court on September 14, 2022. In accordance with the settlement, Envigo RMS ~~will refrain~~is refraining from any operations requiring a USDA license at the Cumberland facility. In addition, as priorly disclosed by the ~~settlement requires that~~Company, the ~~DOJ and USDA move to dismiss the civil and administrative complaints with prejudice seven days after all the canines vacate~~Company vacated the Cumberland facility, ~~pursuant to the Transfer Plan.~~

and it is currently available for sale.

On June 15, 2021, ~~Envigo Global Services, Inc. (“EGSI”),~~EGSI, a subsidiary of the Company acquired in the Envigo acquisition, received a grand jury subpoena requested by the U.S. Attorney’s Office for the Southern District of Florida (“USAO-FL”) for the production of documents related to the procurement of ~~non-human primates (“NHPs”)~~NHPs from foreign suppliers for the period January 1, 2018 through June 1, 2021. The subpoena relates to an earlier grand jury subpoena requested by the USAO-FL and received by EGSI’s predecessor entity, Covance Research Products, in April 2019. Envigo acquired EGSI from Covance, Inc. (“Covance”), a subsidiary of Laboratory Corporation of America Holdings, in June 2019. The EGSI transaction agreement provides for indemnification of Envigo and its officers, directors and affiliates by Covance for any liabilities arising out of or related to the USAO-FL’s investigation in connection with the subpoena to Covance Research Products, as well as certain other matters, subject to an overall indemnification limit for the investigation and certain other matters of $5,500.

On January 27, 2022, EGSI acquired OBRC, which owns and operates a primate quarantine and holding facility located near Alice, Texas. In 2019, OBRC received grand jury subpoenas requested by the USAO-FL requiring the production of documents and information related to its importation of NHPs into the United States. On June 16, 2021, OBRC received a grand jury subpoena

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requested by the USAO-FL requiring the production of documents related to the procurement of NHPs from foreign suppliers for the period January 1, 2018 through June 1, 2021. The OBRC purchase agreement provides for indemnification of EGSI and its officers, directors and affiliates by the seller, Orient Bio, Inc., for liabilities resulting from actions, inactions, errors or omissions of Orient Bio, Inc. or OBRC related to any period prior to the closing date. Consistent with Company policy, the Company is cooperating with USAO-FL.

~~16.~~~~SUBSEQUENT EVENTS~~

On ~~July 7,~~November 16, 2022 the Company disclosed that employees of the principal supplier of NHPs to the Company, along with two Cambodian government officials, have been criminally charged by the USAO-FL with conspiring to illegally import NHPs into the United States from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021. As of the filing date of this Report, the Company has not received any additional subpoenas related to this matter.

15.SUBSEQUENT EVENTS

On January 9, 2023, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a ~~Stock Purchase Agreement with Protypia, Inc.~~Third Amendment (“~~Protypia”~~Third Amendment”)~~, which is a strategic element~~ to the Credit Agreement. The Third Amendment provides that, among other things, during the period beginning on January 9, 2023 and, subject to the terms of the ~~Company’s expansion of its mass spectrometry-based bioanalytical offerings providing~~Credit Agreement, ending on the date on which financial statements for the ~~acquisition by the Company~~Company’s fiscal quarter ending March 31, 2024 are delivered or are required to be delivered, as long as no event of all of the outstanding stock of Protypia on that date. Consideration for the Protypia stock consisted of $9,640 in cash, subject to certain adjustments, $600 in seller notes and 75,000 common shares having a value of approximately $806 based on the opening stock price of the Company’s common shares as reported by Nasdaq on the closing date.default has occurred (the “Amendment Relief Period”):

On July 27, 2022, Envigo RMS entered into a Purchase Agreement for the sale of the Dublin facility. The sale is expected to close in first quarter of fiscal year 2023. The Company does not expect any material gain or loss as a result of the sale.

●

the Cambodian NHP-related matters, to the extent existing and disclosed to the lenders prior to December 29, 2022, shall not constitute a material adverse effect under the Credit Agreement and will not restrict the Company’s ability to request credit extensions under the revolving credit facility;

●

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payments or purchases with respect to any indebtedness, bonuses or executive compensation, or judgments, fines or settlements; and

●

additional limitations are imposed on the Company under the Credit Agreement, including restrictions on permitted asset sales, a prohibition on making permitted acquisitions, and significant limitations on the ability to incur additional debt, make investments and make restricted payments.

The Third Amendment provides that from and after the date thereof, no incremental facilities under the Credit Agreement may be established or incurred. The Third Amendment also provides for additional mandatory prepayments of borrowed amounts following the receipt by the Company of certain cash receipts, including proceeds from certain equity issuances and cash received by the Company not in the ordinary course of business. Under the Third Amendment, after any draw on the revolving credit facility, the Company’s cash and cash equivalents held on hand domestically within the U.S. cannot exceed $10 million.

The fee consideration payable by the Company for each consenting lender party to the Third Amendment is: (i) 0.50% of the aggregate outstanding principal amount of the term loans held by each consenting term loan lender, to be paid in-kind and capitalized to the principal amounts of the term loans held by such lender; (ii) 0.50% of the aggregate outstanding principal amount of the term loans held by each consenting term loan lender, to be paid in cash upon the occurrence of certain prepayments of the term loan under the Credit Agreement; and (iii) 7.00% of the aggregate amount of the revolving commitments held by each consenting revolving lender, to be paid in cash upon the occurrence with certain permanent reductions of the revolving loans under the Credit Agreement.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Report and may include, but are not limited to, statements regarding our intent, belief or current expectations with respect to (i) our strategic plans; (ii) trends in the demand for our services and products; (iii) trends in the industries that consume our services and products; (iv) our ability to develop or acquire new services and products; (v) our ability to source animal research models from Asia; (vi) our ability to make capital expenditures and finance operations; ~~(vi)~~(vii) global economic conditions, especially as they impact our markets; ~~(vii)~~(viii) our cash position; ~~(viii)~~(ix) our ability to successfully integrate the operations and personnel related to recent acquisitions; ~~(ix)~~(x) our ability to effectively manage current expansion efforts or any future expansion or acquisition initiatives undertaken by us; ~~(x)~~(xi) our ability to develop and build infrastructure and teams to manage growth and projects; ~~(xi)~~(xii) our ability to continue to retain and hire key talent; ~~(xii)~~(xiii) our ability to market our services and products under our corporate name and relevant brand names; ~~(xiii)~~(xiv) our ability to service our outstanding ~~indebtedness, (xiv)~~indebtedness; (xv) our expectations regarding the volume of new bookings, pricing, gross ~~profit~~ margins and ~~liquidity, (xv)~~liquidity; (xvi) our ability to manage recurring and non-recurring ~~costs, (xvi)~~costs; (xvii) our ability to execute on our restructuring and site optimization ~~plans,~~plans; and ~~(xvii)~~(xviii) the impact of public health emergencies, including COVID-19, on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address ~~the pandemic,~~such public health emergencies, which may precipitate or exacerbate other risks and/or uncertainties, and additional risks set forth in our filings with the ~~SEC.~~Securities and Exchange Commission (the “SEC”). Actual results may differ materially from those in the forward-looking statements as a result of various factors, including but not limited to ~~the risk factors disclosed~~those discussed in Part I, Item 1A, Risk Factors contained in our ~~reports~~Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and in subsequent filings with the SEC, many of which are beyond our control.

In addition, we have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the assumptions on which the forward-looking statements contained herein are based on are reasonable, ~~actual events may differ from~~any of those assumptions could prove inaccurate and, as a result, the forward-looking statements based upon those assumptions ~~may~~could be significantly different from actual results. In light of the uncertainties inherent in any forward-looking statement, the inclusion of a forward-looking statement herein should not ~~accurately project future events.~~ be regarded as a representation by us that our plans and objectives will be achieved. We do not undertake any obligation to update any forward-looking statement, except as required by law. Our actual results could differ materially from those discussed in the forward-looking statements.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included ~~or incorporated by reference~~ elsewhere in this Report. In addition to the historical information contained herein, the discussions in this Report may contain forward-looking statements that may be affected by risks and uncertainties, including those discussed in Item 1A, Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Our actual results could differ materially from those discussed in the forward-looking statements.

Recent Developments and Executive Summary

~~Since the start of fiscal 2022,~~During recent periods, we have ~~continued~~undertaken significant internal and external growth initiatives. Our growth initiatives include (1) acquisitions, (2) expansion of existing and acquired businesses, and (3) startup of new services. Previously, our ~~momentum building Inotiv into a comprehensive provider of preclinical drug~~growth initiatives focused on discovery and safety ~~assessment~~assement services, ~~through our strategic acquisitions of Plato, ILS, Histion, Protypia~~ and, ~~our collaboration with Synexa Life Sciences. Plato brings us important new in vivo pharmacology capabilities, ILS complements our BioReliance® assets and accelerates the buildout~~as a result of our genetic toxicology offerings as well as expanding our general rodent toxicology capacity, the partnership with Synexa Life Sciences enhances our large molecule bioanalysis and biomarker platform, Histion accelerates our development and growth into the highly-specialized plastics and medical device histopathology business and Protypia enhances our ability to support clients in the development of safe and effective medicines, particularly in the areas of immuno-oncology and cell and gene therapy by bringing bioanalytical capability to solid tissue specimens. Over the last few years, we’ve significantly broadened and scaled our DSA business, enabling one-stop-shop preclinical programs and quicker speed to market, positioning Inotiv as a primary contract research provider for our growing client base.

~~The transformative~~strategic acquisition of Envigo ~~which closed~~RMS Holding Corp. (“Envigo”) in the first quarter of fiscal 2022, established the foundation of our new Research Models and Services business, or RMS, which we consider critical to the discovery and development business. Through Envigo, we secured access to critical research models essential for our clients’ success, further differentiating Inotiv from many of our peers. Following the Envigo acquisition, we took steps to leverage our existing RMS capacity with the acquisition of RSI’s rabbit breeding business and the acquisition of OBRC’s non-human primate facilities. In an environment during which global research model demand outstrips supply, these moves mitigate potential supply bottlenecks as we pursue a multitude of cross-selling and growth opportunities across our integrated services.

Our results for the third quarter were above our expectations at the point of our growth, integrations and development. We continued to expand our portfolio of services, including genetic toxicology and protein/peptide bioanalytics, progressed on our enterprise-wide capacity expansion initiatives in North America and Europe, and furthered our investments in our internal processes, equipment, and personnel to better meet growing client demand and quoting activity for our pre-clinical services. We remain steadfast

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~~in our commitment to develop, enhance, and tailor Inotiv’s programs and services to help support our clients in developing safe and effective medicines.~~

~~Financial Highlights During Three Months Ended June 30, 2022~~

●

~~Revenue grew to $172.7 million from $22.9 million during the three months ended June 30,~~November 2021, driven by a $26.3 million rise in DSA revenue and $123.4 million of incremental revenue from our RMS business. Revenue was higher due to incremental revenue from acquisitions and internal growth from increased capacity for customer demand and increased pricing.

●

~~Consolidated net loss was $(3.6) million, or (2.1)% of total revenue, compared to consolidated net income of $2.6 million, or 11.4% of total revenue, in the three months ended June 30, 2021.~~

●

~~Book-to-bill ratio was 1.19x for the DSA services business.~~

●

~~DSA backlog was $143.2 million at June 30, 2022, up from $133.6 million at March 31, 2022 and $62.0 million at June 30, 2021~~

~~Financial Highlights During Nine Months Ended June 30, 2022~~

●

Revenue grew to $397.2 million from $59.5 million during the nine months ended June 30, 2021, driven by a $61.6 million rise in Discovery and Safety Assessment (“DSA”) revenue and $276.1 million of incremental revenue from our Research Models and Services (“RMS”) business. Revenue was higher due to incremental revenue from acquisitions and internal growth from increased capacity for customer demand and increased pricing.

●

~~Consolidated net loss was $(93.6) million, or (23.6)% of total revenue, compared to consolidated net income of $1.5 million, or 2.5% of total revenue, in the nine months ended June 30, 2021.~~

●

~~Book-to-bill ratio was 1.45x for the DSA services business.~~

●

~~As of June 30, 2022, we had $21.2 million of cash and cash equivalents as compared to $138.9 million of cash and cash equivalents at September 30, 2021.~~

●

During the second quarter of fiscal 2022, we obtained additional borrowings in connection with the ILS and OBRC acquisitions. Refer to the Liquidity and Capital Resources section herein for a description of our cash flows from operating, investing and financing activities and details related to our credit agreement, the incremental term loans, our convertible notes and the related fair value remeasurement of the embedded derivative component of our convertible notes.

~~Events Subsequent to June 30, 2022~~

●

On July 7, 2022, we announced the acquisition of Protypia, a CRO that provides large molecule bioanalytical capabilities in solid tissues to our already established mass spectrometry-based bioanalytical offerings. This highly-specialized technology significantly enhances our ability to support clients in the development of safe and effective medicines, particularly in the areas of immuno-oncology and cell and gene therapy, amongst others.

●

On July 26, 2022, the Company announced that it has greatly expanded its capacity to conduct GLP studies for in vitro cytogenetics and bacterial mutation assays as components of the Standard Battery of genetic toxicology studies required to support first-in-human evaluations of novel therapeutics.

●

~~Business Overview~~

~~As a result of the strategic Envigo acquisition,~~ which added a complementary research model platform, our full spectrum solutions now span two segments: ~~DSA~~

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Discovery and ~~RMS.~~Safety Assessment (“DSA”) and Research Models and Services (“RMS”). In addition to growth initiatives previously announced, we have initiated site optimization plans in the U.S. and France, and are consulting with employee respresentatives for a proposed consolidation of a U.K. site, in order to enhance margins.

~~DSA~~Update on Expansions of Facilities and Businesses

~~Our DSA~~During the twelve months ended September 30, 2022, we initiated a facility expansion to our facility in Boulder, Colorado (“Boulder facility”), which was completed in December 2022; we invested in infrastructure, equipment and facility upgrades to increase revenue capacity at our facility in Morrisville, North Carolina (“Morrisville facility”), which was complete in December 2022; and we invested in a buildout of a newly leased 48,000 square foot facility in Rockville, Maryland (“Rockville facility”) to support biotherapeutics and genetic toxicology growth, which is expected to be complete by March 2023. In addition, we made significant investments in upgrading facilities and equipment across the facilities that serve the RMS segment ~~specializes~~ in order to implement planned and proposed site optimizations and enhance animal welfare. Further, we have filled critical leadership and scientific positions.

Update on New Service Offerings

We announced new service offerings which we are building internally and startup operations, including mechanistic pharmacology and toxicology, safety pharmacology, juvenile toxicology, SEND (Standard for the Exchange of Nonclinical Data) data reporting; clinical pathology; biotherapeutics; histopathology for devices; genetic toxicology; and cardiovascular safety pharmacology. In the three months ended December 31, 2022 and 2021, we incurred start up costs of $1.5 million and $1.0 million, respectively.

Update on Restructurings and Site Optimization Plans

Prior to our acquisition of Envigo, the relocation of our operations in Haslett, Michigan and Boyertown, Pennsylvania to our newly refurbished facility in Denver, Pennsylvania was announced. We expect the Haslett and Boyertown facility closures to be completed by March 2023. Further, we announced in June 2022 that we were closing a purpose-bred canine facility in Cumberland, Virgina and a rodent breeding facility in Dublin, Virginia as part of restructuring activities. The rodent breeding operations were consolidated into an existing, recently renovated site. The Cumberland facility closure was completed in September 2022 and the Dublin facility closure was completed in November 2022.

On November 29, 2022, we announced additional site consolidation plans in the U.S., intent to consult with employee representatives for a proposed consolidation of our facilities in Gannat, France, and Blackthorn, Bicester U.K., and provided an update on site optimization plans in process. The site optimization plans are intended to allow us to reduce overhead and create efficiencies through scale. Subsequent to December 31, 2022, we completed the consultation and approval process in Gannat, France and will be relocating the operations of this facility to our recently updated Horst, Netherlands facility, which we expect to be completed by June 30, 2023. The site optimization for our Blackthorn, U.K. site remained subject to approval as of December 31, 2022 and through the date of this report.

Over the last year, we have continued to improve our infrastructure and platform to support future growth and additional potential acquisitions. These improvements included investments in our information technology platforms, building program management functions to enhance management and communication with clients and multi-site programs, further enhancing client services and improving the client experience. We believe the actions taken and investments made in recent periods form a solid foundation upon which we can continue to build.

Business Overview

Inotiv is a leading contract research organization (“CRO”) dedicated to providing nonclinical and analytical drug discovery and development services to the pharmaceutical ~~governmental, academic~~ and medical device industries and ~~sells analytical instruments~~selling a range of research-quality animals and diets to the ~~pharmaceutical~~

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~~development~~same industries as well as academia and ~~contract research industries.~~government clients. Our ~~mission is to~~products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing ~~time and~~the cost of discovering and taking new drugs to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research and development projects, all while working together to build a healthier and safer world. ~~Our strategy is~~We are dedicated to ~~provide services that will generate high-quality~~practicing high standards of laboratory animal care and ~~timely data in~~welfare.

Through our DSA segment, we support of new drug and product approval or expand their use. Our clients and partners include pharmaceutical, biotechnology, biomedical device, academic and government organizations. We believe that we offer an efficient, variable-cost alternative to our clients’ internal drug and productthe discovery, nonclinical development programs. Outsourcing development work to reduce overhead and speed product approvals through the U.S. Food and Drug Administration and other regulatory authorities is an established alternative to in-house product development efforts. We derive our revenues from sales of our research services and instruments, both of which are focused on evaluating drug and product safety and efficacy. We have been involved in the research of drug and products to treat diseases in numerous therapeutic areas for over 47 years since our formation as a corporation organized in Indiana in 1974, under the name Bioanalytical Systems, Inc. On March 18, 2021, we changed our name from Bioanalytical Systems, Inc. to Inotiv, Inc.

~~We support both the non-clinical~~ and clinical development needs of researchers and clinicians for primarily small molecule drug candidates, ~~but also provide services to~~as well as biotherapeutics and ~~device companies.~~biomedical devices. Our scientists have ~~the~~ skills in analytical instrumentation development, chemistry, computer software development, ~~pharmacology,~~ histology, pathology, physiology, ~~medicine,~~ surgery, analytical chemistry, drug metabolism, pharmacokinetics, and toxicology to make the services and products we provide increasingly valuable to our current and potential clients. Our principal clients are companies whose scientists are engaged in analytical chemistry, ~~pharmacology,~~

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drug safety evaluation, clinical trials, drug metabolism studies, pharmacokinetics and basic research from small ~~startup~~start-up biotechnology companies to some of the largest global pharmaceutical companies. ~~We are committed~~

Through our RMS segment, we offer access to ~~bringing scientific expertise, quality~~a wide range of high-quality small and ~~speed to every~~large research models for basic research and drug discovery and development, ~~program to help our clients develop safe and effective life-changing therapies.~~

Developments within the industries we serve have a direct, and sometimes material, impact on our operations. Currently, many large pharmaceutical companies have major "blockbuster" drugs that are nearing the end of their patent protections. This puts significant pressure on these companies to discover, acquire or develop new drugs with large market opportunity, and to re-evaluate their cost structures and the time-to-market of their products. Contract research organizations have benefited from these developments, as the pharmaceutical industry has turned to outsourcing to both reduce fixed costs and to increase the speed of research and data development necessary for new product applications. The number of significant drugs that have reached or are nearing the end of their patent protection has also benefited the generic drug industry. Generic drug companies provide a significant source of new business for CROswell as ~~they develop, test and manufacture their generic compounds.~~

~~RMS~~

~~Our RMS segment breeds, imports and sells research-quality animal~~specialized models for ~~use in laboratory tests, manufactures~~specific diseases and ~~sells standard~~therapeutic areas. We combine deep animal husbandry expertise and ~~custom laboratory animal diets, distributes bedding~~expanded access to scientists across the discovery and ~~enrichment products,~~preclinical continuum, which reduces nonclinical lead times and provides ~~other services associated~~enhanced project delivery. In conjunction with ~~these products. We are~~our CRO business, we have the ~~second largest commercial provider of~~ability to run selected nonclinical studies directly on-site at closely located research model facilities and access to innovative genetically engineered models and services ~~globally,~~solutions. Our principal clients include biopharmaceutical companies, CROs, and ~~our predecessors have~~academic and government organizations.

Temporarily Suspended or Limited Operations

On November 16, 2022, the Company became aware that the U.S. Attorney’s Office for the Southern District of Florida (“USAO-SDFL”) had criminally charged employees of the principal supplier of non-human primates (“NHPs”) to the Company, along with two Cambodian government officials, with conspiring to illegally import NHPs into the U.S. from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021 (“November 16, 2022 event”). Also as previously disclosed, two of the Company’s subsidiaries, Orient BioResource Center, Inc. (“OBRC”) and Envigo Global Services, Inc. (“EGSI”), companies acquired by the Company on January 27, 2022 and November 5, 2021, respectively, had received grand jury subpoenas from USAO-SDFL requiring the production of documents and information related to their importation of NHPs into the U.S. The Company has been ~~supplying research models since 1931. With over 130 different species~~fully cooperating, and ~~strains, we are a global leader~~will continue to cooperate, with USAO-SDFL.

The Company has not been directed to refrain from selling the Cambodian NHPs in its possession in the ~~production~~U.S. However, due to the allegations contained in the indictment involving the supplier and ~~sale~~the Cambodian government officials, the Company believed that it was prudent, at the time and through the date of Form 10-K filed on January 13, 2023, to refrain from selling or delivering any of its Cambodian NHPs held in the ~~most widely used rodent research model strains, among~~U.S. until the Company’s staff and external experts evaluated what additionally could be done to satisfy itself that the NHPs in inventory from Cambodia can be reasonably determined to be purpose-bred. Historically, the Company has relied on the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) documentation and related processes and procedures, including release of each import by U.S. Fish and Wildlife Service. The Company has continued to sell NHPs from other ~~species. We maintain production facilities, including barrier~~suppliers. Subsequent to January 13, 2023, and ~~isolator facilities,~~through the date of this report, and after an internal analysis and review, the Company has shipped a select number of its Cambodian NHP inventory; however, the Company is not currently shipping Cambodian NHPs at the same volumes that it was prior to the November 16, 2022 event. The Company expects to establish new procedures before it will resume Cambodian NHP imports. The Company expects that future imports of NHPs from Cambodia will be dependent on working with third parties to establish additional procedures aiming at providing additional assurances that future NHP imports from Cambodia are purpose-bred.

Of the Company’s total revenue of $547.7 million in the fiscal year ended September 30, 2022, approximately $140.0 million was from NHPs that it had imported from Cambodia. Refer to the Liquidity section below and Note 5 – Goodwill and Intangible Assets for further discussion of impacts to the three months ended December 31, 2022, and expected future impacts.

Liquidity

As of December 31, 2022, the Company has cash and cash equivalents of $20.8 million. The November 16, 2022 event and subsequent decision to refrain from selling or delivering Cambodian NHPs held in the U.S., ~~U.K., mainland Europe,~~triggered a material adverse event clause in our Credit Agreement resulting in, among other things a limitation of our ability to draw on our revolving credit facility. The loss of access to our revolving credit facility and ~~Israel.~~reduced liquidity resulting from the decision to refrain from selling Cambodian NHPs held in the U.S. resulted in reduced forecasted liquidity. As a result of these events, the Company took steps to improve its liquidity, which included negotiating an amendment to its Credit Agreement, which was executed on January 9, 2023, to reinstate its ability to borrow under its revolving credit facility. Without the amendment, the Company was at risk of not having the revolving credit facility available.

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believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned targeted capital expenditures, and comply with minimum liquidity and financial covenant requirements under its debt covenants under its Credit Agreement for at least the next twelve months. The forecasted operating cash flows include the shipping of the Company’s existing Cambodian NHP inventory. See Note 6 – Debt and Note 15 – Subsequent Events for further information about the Company’s existing credit facilities and requirements under its debt covenants. The Company’s liquidity needs and compliance with covenants depend, among other things, on the timing of NHP shipments and its ability to generate cash from operations.

Financial Highlights During Three Months Ended December 31, 2022

●

Revenue grew to $122.8 million in three months ended December 31, 2022 from $84.2 million during the three months ended December 31, 2021, driven by a $8.3 million rise in DSA segment revenue and a $30.3 million rise in RMS segment revenue. Growth resulted primarily from acquisitions, favorable pricing for both segments, and increased customer demand at DSA that produced revenue exceeding acquisition contributions.

●

Consolidated net loss for the three months ended December 31, 2022 was $(86.9) million, or (70.8)% of total revenue, compared to consolidated net loss of $(83.4) million, or 99.1% of total revenue, in the three months ended December 31, 2021. The consolidated net loss in the three months ended December 31, 2022 included a $66.4 million non-cash goodwill impairment charge related to our RMS segment. The remaining consolidated net loss was primarily driven by the impact on revenue and gross margin from the Company’s decision to refrain from selling or delivering any of its Cambodian NHPs held in the U.S. until the Company’s staff and external experts can reasonably determine that the NHPs in inventory from Cambodia are purpose-bred.

·Book-to-bill ratio was 1.02x for the DSA services business.

●	DSA backlog was $147.9 million at December 31, 2022, up from $147.2 million at September 30, 2022 and $104.6 million at December 31, 2021.

Events Subsequent to December 31, 2022

●	On January 9, 2023, the Company entered into a Third Amendment to the Credit Agreement, as described below under “Liquidity and Capital Resources – Third Amendment to Credit Agreement.”

Results of Operations

~~The following table summarizes our condensed consolidated statements of operations as a percentage of total revenue for the periods shown:~~

Three Months Ended

Nine Months Ended

June 30,

June 30,


2022


2021


2022

2021

Service revenue

34.8
%

95.8
%

37.2
%

95.5
%
Product revenue

65.2

4.2

62.8

4.5

Total revenue

100.0

100.0

100.0

100.0

Cost of services provided ¹

57.3

67.1

62.2

67.2

Cost of products sold ¹

77.5

56.3

76.3

55.3

Total cost of revenue

70.5

66.6

71.0

66.7

Operating expenses

26.7

40.8

34.2

37.1

Operating income (loss)

2.8

(7.4)

(5.3)

(3.7)

Other expense

(4.6)

(2.0)

(19.7)

(1.7)

Loss before income taxes

(1.9)

(9.4)

(25.0)

(5.4)

Income tax (expense) benefit

(0.2)

20.8

1.4

7.9

Consolidated net (loss) income

(2.1)
%

11.4
%

(23.6)
%

2.5
%
Note: Table may not foot due to rounding

¹Percentage of services and products revenue, respectively

Three Months Ended ~~June 30,~~December 31, 2022 Compared to Three Months Ended ~~June 30,~~December 31, 2021

DSA

(in millions, except percentages)

Three Months Ended

June 30,

2022

2021

$ Change

% Change

Revenue

$
49.2

$
22.9

$
26.3

114.8
%
Cost of revenue

27.4

15.2

12.2

80.3
%
Operating expenses¹

7.2

3.2

4.0

125.0
%
Amortization of intangible assets

1.5

0.6

0.9

150.0
%
Operating income (loss) ²

$
13.2

$
3.9

$
9.3

238.5
%
Operating income (loss) % of total revenue

7.6
%

17.0
%

¹ Operating expenses includes selling, general and administrative and other operating expenses

² Table may not foot due to rounding


(in millions, except percentages)	Three Months Ended
	December 31,
	2022			2021				$ Change	% Change
Revenue	$	41.1		$	32.8		$	8.3	25.3	%
Cost of revenue¹		28.0			20.6			7.4	35.9	%
Operating expenses²		8.8			5.2			3.6	69.2	%
Amortization of intangible assets		1.9			1.0			0.9	90.0	%
Operating income (loss)^{2, 3, 4}	$	2.4		$	6.0		$	(3.6)	(60.0)	%
Operating income (loss) % of total revenue		1.9	%		7.2	%
¹ Cost of revenue excludes amortization of intangible assets, which is separately stated
² Operating expenses includes selling, general and administrative and other operating expenses
³Goodwill impairment loss shown on the consolidated statement of operations only impact the RMS Segment
⁴ Table may not foot due to rounding

DSA revenue increased ~~$26.3~~$8.3 million in the three months ended ~~June 30,~~December 31, 2022 compared to the three months ended ~~June 30,~~December 31, 2021. The ~~acquisitions~~increase in the DSA revenue was primarily driven by revenue generated from Integrated Laboratory Systems, LLC (“ILS”), which was acquired on January 10, 2022. The remaining increase was primarily driven by an increase in general toxicology services.

Table of HistoTox Labs, Bolder BioPATH, BioReliance, Gateway Laboratories, Plato and ILS, along with revenue from the acquisition of (“Histion”), added $5.4 million of incremental service revenue, and internal growth generated $20.9 million of additional service revenue in our DSA segment during the three months ended June 30, 2022.Contents

DSA operating income ~~increased~~decreased by ~~$9.3~~$3.6 million in the three months ended ~~June 30,~~Decemner 31, 2022 compared to the three months ended ~~June 30,~~December 31, 2021, primarily due to higher ~~revenues as a result of favorable pricing and our investments in the DSA business designed to increase margins and capacity to enhance our ability to meet growing customer demand. Additionally,~~ operating expenses. Operating expenses increased ~~primarily~~ due to increases in selling costs, primarily due to increased revenue, and general and administrative expenses ~~from the overall growth~~(“G&A”) reflecting various acquisitions, as well as strategic investments in ~~the business as a result of acquisitions and internal~~G&A expense to support additional future revenue growth, which included ~~increased startup~~additional headcount and higher compensation expense, among other costs. Amortization of intangibles increased year over year primarily as a result of additional acquired intangible assets since ~~June 30,~~December 31, 2021.

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RMS

(in millions, except percentages)
Three Months Ended

June 30, 2022
Revenue
$
123.4

Cost of revenue

94.3

Operating expenses¹

9.8

Amortization of intangible assets

7.4

Operating income²
$
11.9

Operating income % of total revenue

6.9
%
¹ Operating expenses includes selling, general and administrative and other operating expenses

² Table may not foot due to rounding


(in millions, except percentages)	Three Months Ended
	December 31,
	2022			2021				$ Change	% Change
Revenue	$	81.7		$	51.4		$	30.3	58.9	%
Cost of revenue¹		73.1			44.3			28.8	65.0	%
Operating expenses²		6.6			4.6			2.0	43.5	%
Amortization of intangible assets		6.9			2.4			4.5	187.5	%
Goodwill impairment loss^3,4		66.4			-			66.4	100.0	%
Operating (loss) income ^{2, 3, 4}	$	(71.3)		$	0.1		$	(71.4)	NM
Operating (loss) income % of total revenue		(58.1)	%		0.0	%
¹ Cost of revenue excludes amortization of intangible assets, which is separately stated
² Operating expenses includes selling, general and administrative and other operating expenses
³Goodwill impairment loss shown on the consolidated statement of operations only impact the RMS Segment
⁴ Table may not foot due to rounding, % change of operating (loss) income is not meaningful ("NM")

RMS revenue was $123.4 million for the three months ended June 30, 2022. The acquisitions of Envigo, RSI and OBRC added $81.4 million of incremental revenue based upon the baseline revenue prior to the acquisitions, and internal growth generated $42.0 million of additional revenue in our RMS segment during the three months ended June 30, 2022. Prior to the acquisition of Envigo, we did not have an RMS business.

~~RMS operating income was $11.9~~increased $30.3 million in the three months ended ~~June 30,~~December 31, 2022 ~~which~~compared to the three months ended December 31, 2021. The increase in the RMS revenue was due primarily ~~consisted~~to the timing of ~~cost~~contributions from the acquisitions of ~~revenues inclusive of $3.8 million of non-cash inventory step-up amortization, selling~~Envigo, RSI and ~~general and administrative expenses for the~~OBRC. Envigo was acquired ~~Envigo~~on November 5, 2021, RSI was acquired on December 29, 2021, and OBRC ~~businesses, integration costs, including change~~was acquired on January 27, 2022.

RMS operating loss was $71.3 million in ~~control charges, and restructuring costs~~the three months ended December 31, 2022, a decrease of $71.4 million compared to the three months ended December 31, 2021, primarily due to a $66.4 million non-cash goodwill impairment charge related to our RMS segment. The Company determined that as a result of the November 16, 2022 event, which led to the Company’s decision to refrain from selling or delivering any of its Cambodian NHPs held in the U.S., the uncertainty related to the ~~closure~~Company’s ability to import NHPs from Cambodia and the decrease in its stock price, the carrying value of our ~~Dublin facility~~goodwill as of December 31, 2022, must be quantitatively evaluated. The carrying value of the Company’s goodwill by reporting unit was determined utilizing the income approach. Based on the Company’s quantitative goodwill impairment test, the fair value of the DSA reporting unit exceeded the reporting unit’s carrying value and, ~~Cumberland facility.~~therefore, goodwill was not impaired. However, the fair value of the RMS reporting unit was less than the RMS reporting unit’s carrying value. As a result, a goodwill impairment loss of $66.4 million was recorded within the RMS segment.

Additionally, operating expenses increased primarily due to increases in selling costs, primarily due to increased revenue, and G&A expenses reflecting various acquisitions, as well as strategic investments in G&A expense to support additional future revenue growth, which included additional headcount, higher compensation expense and higher legal expense, among other costs. Amortization of intangibles increased year-over-year, primarily as a result of additional acquired intangible assets since December 31, 2021.

Unallocated Corporate


(in millions, except percentages)	Three Months Ended											Three Months Ended
	June 30,											December 31,
	2022			2021				$ Change	% Change			2022			2021				$ Change	% Change
Operating loss	$	20.3		$	5.6		$	14.7	262.5	%
Operating loss % of total revenue		11.8	%		24.5	%
Operating (loss)¹												$	(21.7)		$	(39.8)		$	18.1	(45.5)	%
Operating (loss) % of total revenue													(17.7)	%		(47.2)	%
¹ Operating (loss) includes selling, general and administrative and other operating expenses											¹ Operating (loss) includes selling, general and administrative and other operating expenses

Unallocated corporate costs consist of selling and general and administrative and other operating expenses that are not directly related or allocated to the reportable segments. The ~~increase~~decrease in unallocated corporate costs of ~~$14.7~~$18.1 million, compared to the corresponding period in 2021 was primarily related to ~~increased~~a decrease in stock-based compensation expense. Unallocated corporate costs ~~associated with increased~~for the three months ended December 31, 2021 included a one-time charge of $23.0 million for post combination stock ~~based~~ compensation expense relating to the adoption of the Envigo Equity Plan. Offsetting the decrease in stock compensation expense was an increase in

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unallocated corporate costs due to general and administrative expenses reflecting various acquisitions, as well as strategic investments in G&A expense to support additional future revenue growth, which included additional headcount, ~~recruiting and relocation expense,~~ higher compensation expense and ~~acquisition~~higher legal expense, amongst other costs. Additionally, for the three months ended December 31, 2022, unallocated corporate costs included $1.3 million for legal, consulting and ~~integration costs.~~audit fees incurred in connection with the impact of the Company’s decision to refrain from selling or delivering Cambodian NHPs held in the U.S. Costs as a percentage of revenue for the three months ended ~~June 30,~~December 31, 2022 was ~~11.8%~~17.7% compared to ~~24.5%~~47.2% for the corresponding period in 2021.

Other Expense

Other expense ~~increased~~decreased by ~~$7.6~~$50.2 million for the three months ended ~~June 30,~~December 31, 2022 compared to the three months ended ~~June 30,~~December 31, 2021. ~~Interest~~The decrease in other expense ~~increased $8.0~~was primarily due to a decrease of $55.8 million in the three months ended June 30, 2022 compared to the three months ended June 30, 2021 as a result of the additional debt obtained in connection with the acquisitions of Envigo, ILS and OBRC. The increase in interestother expense ~~was offset by an increase in other income of $0.4 million~~ for the three months ended ~~June 30,~~December 31, 2022, primarily as a result of ~~a gain on foreign exchange rates. During the three months ended June 30, 2021, the Company was not subject to foreign exchange risk.~~

~~Table~~one-time charges of ~~Contents~~

~~Income Taxes~~

Our effective income tax rates for the three months ended June 30, 2022 and 2021 were (10.6)% and 221.0%, respectively. The (expense) benefit recorded for each period was $(0.3) million and $4.8 million, respectively. The income tax expense in the three months ended June 30, 2022 relates to an increase in unfavorable permanent items and discrete adjustments. The benefit from income taxes in the three months ended June 30, 2021 related primarily to a discrete change in valuation allowance resulting from the Bolder BioPATH acquisition in the quarter.

~~Consolidated net (loss) income~~

~~As a result of the above described factors, we had a consolidated net loss of $3.6 million for the three months ended June 30, 2022 as compared to consolidated net income of $2.6~~$56.7 million during the three months ended ~~June 30, 2021.~~

~~Nine Months Ended June 30, 2022 Compared to Nine Months Ended June 30,~~December 31, 2021

~~DSA~~

(in millions, except percentages)

Nine Months Ended

June 30,

2022

2021

$ Change

% Change

Revenue

$
121.1

$
59.5

$
61.6

103.5
%
Cost of revenue

74.7

39.7

35.0

88.2
%
Operating expenses¹

19.2

7.8

11.4

146.2
%
Amortization of intangible assets

4.3

0.9

3.4

377.8
%
Operating income (loss)²

$
23.0

$
11.1

$
11.9

107.2
%
Operating income (loss) % of total revenue

5.8
%

18.7
%

¹ Operating expenses includes selling, general and administrative and other operating expenses

² Table may not foot due to rounding

DSA revenue increased $61.6 million for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021. The acquisitions of HistoTox Labs, Bolder BioPATH, Gateway Laboratories, Plato, ILS and Histion added $24.0 million of incremental service revenue and internal growth generated $37.6 million of additional service revenue in the DSA segment during the nine months ended June 30, 2022.

DSA operating income increased by $11.9 million in the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021 primarily due to higher revenues as a result of favorable pricing and our investments in the DSA business designed to increase margins and capacity to enhance our ability to meet growing customer demand. Additionally, operating expenses increased primarily due to increases in general and administrative expenses from the overall growth in the business as a result of acquisitions and internal growth, which included in startup costs. Amortization of intangibles increased year over year primarily as a result of additional acquired intangible assets since June 30, 2021.

~~RMS~~

(in millions, except percentages)
Nine Months Ended

June 30, 2022
Revenue
$
276.1

Cost of revenue

207.5

Operating expenses¹

19.6

Amortization of intangible assets

14.4

Operating income²
$
34.5

Operating income % of total revenue

8.7
%
¹ Operating expenses includes selling, general and administrative and other operating expenses

² Table may not foot due to rounding

RMS revenue was $276.1 million for the nine months ended June 30, 2022. The acquisitions of Envigo, RSI and OBRC added $209.6 million of incremental revenue based upon the baseline revenue prior to the acquisitions, and internal growth generated

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$66.5 million of additional revenue in the RMS segment during the nine months ended June 30, 2022. RMS revenue in the nine months ended June 30, 2022 reflected one partial and two full quarter contributions from Envigo, which was acquired on November 5, 2021, and one partial and one full quarter of contribution from OBRC, which was acquired on January 27, 2022. Prior to the acquisition of Envigo, we did not have an RMS business.

RMS operating income was $34.5 million in the nine months ended June 30, 2022, which primarily includes cost of revenue, selling and general and administrative expenses for the ongoing business, acquisition costs, integration costs, including change in control charges, and restructuring costs related to the closure of our Dublin facility and Cumberland facility. Furthermore, RMS operating income included improved margins on a favorable mix of sales of research models, but were partially offset by $10.0 million of non-cash inventory step-up amortization in the nine months ended June 30, 2022.

~~Unallocated Corporate~~

(in millions, except percentages)
Nine Months Ended

June 30,

2022

2021

$ Change

% Change

Operating loss
$
78.5

$
13.4

$
65.1

485.8
%
Operating loss % of total revenue

19.8
%

22.5
%

Unallocated corporate costs consist of selling and general and administrative and other operating expenses that are not directly related or allocated to the reportable segments. The increase in unallocated corporate costs of $65.1 million, compared to the corresponding period in 2021, was primarily related to increased costs associated with additional headcount, recruiting and relocation expense, higher compensation expense, acquisition and integration costs and post combination non-cash stock compensation expense relating to the adoption of the Envigo Equity Plan recognized in connection with the Envigo acquisition of $23.0 million. Unallocated corporate costs as a percentage of revenue for the nine months ended June 30, 2022 was 19.8%, compared to 22.5% for the corresponding period in 2021.

~~Other Expense~~

~~Other expense increased by $77.3 million for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021. The increase is primarily due to the $56.7 million~~ of fair value remeasurement of the embedded derivative component of the convertible notes issued in September ~~2021. For additional information, see “Capital Resources – Convertible Senior Notes” below. There was also~~2021, partially offset by an increase in interest expense of ~~$19.7~~$5.6 million in the ~~nine~~three months ended ~~June 30,~~December 31, 2022 compared to the ~~nine~~three months ended ~~June 30,~~December 31, 2021, ~~as a result of the increased debt balance~~ as a result of the additional debt obtained in connection with ~~the acquisitions of Envigo, ILS and OBRC.~~various acquisitions.

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Income Taxes

Our effective income tax rates for the ~~nine~~three months ended ~~June 30,~~December 31, 2022 and 2021 were ~~5.6%~~15.5% and ~~147.4%~~13.3%, respectively. The benefit recorded for each period was ~~$5.6~~$16.0 million and ~~$4.7~~$12.8 million, respectively. The income tax benefit in the three months ended December 31, 2022 related to deferred tax benefits on the pre-tax loss, partially offset by the impact on tax expense of non-deductible goodwill impairment and other permanent items. The benefit from income taxes ~~for~~in the ~~nine~~three months ended ~~June 30, 2022~~December 31, 2021 related primarily ~~relates to a release of valuation allowance due~~ to deferred tax liabilities established as part of the acquisition of Envigo, which resulted in a release of valuation allowance, as well as the impact on tax expense of certain ~~permanent~~ book to tax differences on the deductibility of certain transaction costs and non-deductibility of the loss on fair value remeasurement of the embedded derivative component of the convertible notes, compensation, and other permanent items. The benefit from income taxes for the nine months ended June 30, 2021 related primarily to a discrete change in valuation allowance resulting from the Bolder BioPATH acquisition on May 3, 2021.notes.

Consolidated net ~~(loss) income~~loss

As a result of the above described factors, we had a consolidated net loss of ~~$93.6~~$86.9 million for the ~~nine~~three months ended ~~June 30,~~December 31, 2022 as compared to consolidated net ~~income~~loss of ~~$1.5~~$83.4 million during the ~~nine~~three months ended ~~June 30,~~December 31, 2021.

Liquidity and Capital Resources

We believe our primary sources of liquidity are sufficient to fund our short-term and long-term existing and planned capital requirements, which include working capital obligations, capital expenditures, business development in our targeted areas, short-term and long-term debt obligations which include principal and interest payments, operating lease payments, costs associated with the integrations of our acquisitions. In addition, we have the ability to access capital markets to obtain debt refinancing for longer-term funding, if required, to service our long-term debt obligations. Further, we believe we have sufficient cash flow and liquidity to remain in compliance with our debt covenants.

Comparative Cash Flow Analysis

At ~~June 30,~~December 31, 2022, we had cash and cash equivalents of ~~$21.7~~$20.8 million, compared to ~~$138.9~~$18.5 million at September 30, ~~2021, exclusive of restricted cash.~~2022.

Net cash used in operating activities was ~~$(5.4)~~$(7.4) million for the ~~nine~~three months ended ~~June 30,~~December 31, 2022 compared to net cash ~~provided~~used by operating activities of ~~$8.0~~$(1.1) million for the ~~nine~~three months ended ~~June 30,~~December 31, 2021. ~~Contributing factors to our~~Net cash used in operations in the ~~nine~~three months ended ~~June 30,~~December 31, 2022, ~~were~~was primarily driven by a net loss of ~~$(93.6)~~$(86.9) million for the ~~nine~~three months ended ~~June 30,~~December 31, 2022, and further decreased due to changes in operating assets and liabilities of $(34.5) million, most notably an increase in trade receivables and contract assets, inventories and prepaid expenses and other current assets, partially offset by increases in fees invoiced in advance and accounts payable. The net decrease in cash from operating activities was partially offset by a net increase in operating assets and liabilities of $13.4 million and a net increase in noncash charges of ~~$122.8~~$66.1 million. Changes in noncash charges included, but are not limited to, $66.4 million for goodwill impairment loss, $13.3 million for depreciation and amortization, $2.0 million for non-cash stock compensation expense, non-cash interest and accretion of $1.4 million, amortization of debt issuance costs and original issue discount of $0.7 million and non-cash amortization of inventory fair value step-up of $0.2 million, partially offset by changes in deferred taxes of $(20.1) million.

Contributing factors to our cash used by operations in the first three months of fiscal 2021 were noncash charges of $56.7 million for loss on fair value ~~remeasurement~~measurement of ~~the embedded derivative component of the~~ convertible senior notes, ~~$31.9 million for depreciation and amortization, $22.3~~$19.2 million for non-cash stock compensation expense, changes in deferred taxes of ~~$(8.4)~~$14.3 million, a net increase due to changes in operating assets and liabilities of $8.4 million, $6.0 million for depreciation and amortization, ~~of debt issuance costs~~ and ~~original issue discount of $1.9 million,~~ non-cash amortization of inventory fair value step-up of ~~$10.0 million and non-cash restructuring costs related to the exit of the Dublin and Cumberland sites of $3.0~~$3.7 million.

Contributing factors to our cash provided by operations in the first nine months of fiscal 2021 were noncash charges of $4.1 million for depreciation and amortization, $1.0 million for stock compensation expense, a change in deferred taxes of $4.9 million, and a net increase in customer advances of $7.5 million, as a result of increasing orders and the acquisitions of HistoTox Labs and Bolder BioPATH. These items were partially offset by an increase of $1.3 million in accounts payable and an increase of $1.6 million in accrued expenses.

Net cash used in investing activities of ~~$318.1~~$8.2 million in the ~~nine~~three months ended ~~June 30,~~December 31, 2022 was due mainly to ~~$287.1 million paid in the acquisitions of Plato, Envigo RSI, ILS, OBRC and Histion and~~ capital expenditures of ~~$31.3~~$8.4 million. The capital additions during the ~~nine~~three months ended ~~June 30,~~December 31, 2022 primarily consisted of investments in facility improvements, site expansions, enhancements to laboratory technology, and system enhancements to improve the client experience.

~~Net cash~~Investing activities used ~~in investing activities of $49.1~~$232.4 million in the ~~nine~~three months ended ~~June 30,~~December 31, 2021 ~~was~~ due mainly to cash paid in ~~acquisitions~~the acquisition of ~~$40.7 million~~Plato, Envigo and RSI and capital expenditures of ~~$8.4 million, which consisted of~~$5.7 million. The capital additions during the ~~purchase of our St. Louis facility, facility improvements in Ft. Collins and investments in laboratory equipment.~~

~~Financing activities provided $189.2 million in the nine~~three months ended ~~June~~December 30, 2022 compared to $64.3 million provided in the nine months ended June 30, 2021. The cash provided in the nine months ended June 30, 2022 included borrowings on the senior term notes of $205.0 million, which consisted of $165.0 million related to the term loan facility used in the Envigo acquisition and

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~~$40.0~~2021 consisted of the renovation and expansion of the Denver, Pennsylvania facility and continued construction of our St. Louis facility, as well as purchases of certain lab equipment.

Financing activities provided $18.4 million ~~related to the Amendment (defined below), which was partially used~~ in the ~~OBRC acquisition and~~three months ended December 31, 2022. The cash provided in the three months ended December 31, 2022 primarily included borrowings on the delayed draw term loan of $35.0 million, partially ~~used to repay~~offset by the repayment on the revolving loan facility ~~borrowings, and included the Initial DDTL (defined below) borrowings~~ of ~~$35.0~~$15.0 million.

Financing activities provided $119.5 million ~~which was used~~ in the ~~ILS acquisition,~~three months ended December 31, 2021. The cash provided in the first three months of fiscal 2022 included borrowings on a senior term loan of $165.0 million and borrowings on construction loans of $1.2 million, partially offset by payments of long-term borrowings of $37.8 million, ~~and payments of~~ debt issuance costs of ~~$10.1 million.~~

~~Financing activities in the first nine months of fiscal 2021 included proceeds from the issuance of common stock of $49.0~~$7.1 million and ~~borrowings on long-term loans~~repayment of ~~$17.1 million, partially offset by payments~~our previous capex line of ~~long-term borrowings~~credit of ~~$2.6 million, revolving credit facility of $1.3 million and debt issuance costs of $0.4~~$1.7 million.

Capital Resources

~~Credit Facility~~

On November 5, 2021, the Company, certain ~~of the~~ subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and Jefferies Finance LLC, as administrative agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in the original principal amount of $165.0 million, a delayed draw term loan facility in the original principal amount of $35.0 million (available to be drawn up to 18 months from the date of the Credit Agreement), and a revolving ~~loan~~credit facility in the original principal amount of $15.0 million. In addition, the Credit Agreement provides for an aggregate combined increase of the revolving loan facility and the term loan facility of up to $35.0 million, which amount will be available to be drawn once the delayed draw term loan facility is no longer available. On November 5, 2021, the Company borrowed the full amount of the term loan facility, but did not borrow any amounts on the delayed draw term loan facility or the revolving ~~loan~~credit facility.

Each of the term loan facility and delayed draw term loan facility require annual principal payments in an amount equal to ~~1.0%~~1.00% of their respective original principal amounts. The Company shall also repay the term loan facility on an annual basis in an amount equal to a percentage of its Excess Cash Flow (as defined in the Credit Agreement), which percentage will be determined by its then current Secured Leverage Ratio. Each of the loan facilities may be repaid at any time with premium or penalty.

Utilizing proceeds from the Credit Agreement on November 5, 2021, the Company repaid all indebtedness and terminated the credit agreement related to the First Internet Bank of Indiana (“FIB”) credit facility and recognized an ~~$0.9 million~~$877 loss on debt ~~extinguishment.~~extinguishment during the three months ended December 31, 2021.

On January 7, 2022, the Company drew $35.0 million on the delayed draw term loan facility. The delayed draw term loan facility in the original principal amount of $35.0 million is referred to herein as the “Initial DDTL”. Amounts outstanding under the Initial DDTL accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. ~~Actual interest~~Interest expense was accrued at ~~7.49% through June 30,~~an effective rate of 9.91% for the three months ended December 31, 2022.

~~First Amendment to Credit Agreement~~

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First Amendment to Credit Agreement

On January 27, 2022, the Company, Subsidiary Guarantors, the lenders party thereto, and ~~Jefferies Finance LLC,~~the Agent, as administrative agent, entered into a First Amendment (the ~~“Amendment”~~“First Amendment”) to the existing Credit Agreement. The First Amendment provides for, among other things, an increase to the existing term loan facility in the amount of $40.0 million (the “Incremental Term Loans”) and a new delayed draw term loan facility in the original principal amount of $35.0 million, which amount is available to be drawn up to 24 months from the date of the Amendment (the “Additional DDTL” and together with the Initial DDTL, the “DDTL”). The Incremental Term Loans and any amounts borrowed under the Additional DDTL are referred to herein as the “Additional Term Loans”. On January 27, 2022, the Company borrowed the full amount of the Incremental Term Loans, ~~but did not borrow any amounts under~~and October 12, 2022, the Company borrowed the full $35.0 million of the Additional DDTL.

Amounts outstanding under the Additional Term Loans will accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. Actual interest accrued at ~~7.82% through June 30,~~9.84% for the three months ended December 31, 2022.

The Additional Term Loans require annual principal payments in an amount equal to 1.0% of the original principal amount. Voluntary prepayments of the Additional Term Loans will be subject to a 2% prepayment premium if made on or prior to November 5, 2022 and a 1% prepayment premium if made on or prior to November 5, 2023. Voluntary prepayments made after November 5, 2023 are not subject to a prepayment premium.

The Additional Term Loans will mature on November 5, 2026.

Second Amendment to Credit Agreement

On December 29, 2022, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement.

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Long term debt as of ~~June 30,~~December 31, 2022 and September 30, ~~2021~~2022 is detailed in the table below.


	As of:
(in millions)	December 31, 2022		September 30, 2022
Seller Note – Bolder BioPath		0.8		0.8
Seller Note – Preclinical Research Services		0.6		0.6
Seller Note – Plato BioPharma		0.6		1.5
Seller Payable - Orient BioResource Center		3.6		3.5
Seller Note – Histion		0.3		0.4
Seller Note – Protypia		0.6		0.6
Economic Injury Disaster Loan		0.1		0.1
Convertible Senior Notes		106.3		105.0
Term Loan Facility, DDTL and Incremental Term Loans		272.5		238.2
		385.5		350.7
Less: Current portion		(7.6)		(8.0)
Less: Debt issuance costs not amortized		(12.3)		(12.0)
Total long-term debt	$	365.6	$	330.7
Note: Table may not foot due to rounding

As of December 31, 2022, the Company did not have an outstanding balance on the revolving credit facility.

Third Amendment to Credit Agreement

On January 9, 2023, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a Third Amendment (“Third Amendment”) to the Credit Agreement. The Third Amendment provides that, among other things, during the period beginning on January 9, 2023 and, subject to the terms of the Credit Agreement, ending on the date on which financial statements for the Company’s fiscal quarter ending March 31, 2024 are delivered or are required to be delivered, as long as no event of default has occurred (the “Amendment Relief Period”):

(in millions)

June 30, 2022

September 30, 2021
FIB Term Loans

$
—

$
36.2
Seller Note – Bolder BioPath

0.9

1.5
Seller Note – Smithers Avanza

—

0.3
Seller Note – Preclinical Research Services

0.6

0.7
Seller Note – Plato BioPharma

2.1

—
Seller Payable - Orient BioResource Center

3.4

—
Seller Note – Histion

0.4

—
Economic Injury Disaster Loan

0.1

—
Convertible Senior Notes

103.6

131.7
Term Loan Facility, Initial DDTL and Incremental Term Loans

238.8

—

350.1

170.3
Less: Current portion

(5.0)

(9.7)
Less: Debt issue costs not amortized

(11.3)

(6.5)
Total Long-term debt

$
333.8

$
154.1
Note: Table may not foot due to rounding

●

the use of borrowings under the revolving credit facility is limited to funding operational expenses of the Company in the ordinary course and cannot be used for the making or funding of investments, permitted acquisitions or restricted payments, payments or purchases with respect to any indebtedness, bonuses or executive compensation, or judgments, fines or settlements; and

●

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the receipt by the Company of certain cash receipts, including proceeds from certain equity issuances and cash received by the Company not in the ordinary course of business. Under the Third Amendment, after any draw on the revolving credit facility, the Company’s cash and cash equivalents held on hand domestically within the U.S. cannot exceed $10 million.

Acquisition-related Debt

As part of the acquisition of Plato, which is a part of the Company’s Inotiv Boulder subsidiary, Inotiv Boulder, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Plato in an aggregate principal amount of $3.0 million. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of June 1, 2023.

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As part of the acquisition of OBRC, the Company agreed to leave in place a payable owed by OBRC to the seller in the amount of $3.7 million, which the Company determined to have a fair value of $3.3 million as of January 27, 2022. The payable does not bear interest and is required to be paid to seller on the date that is 18 months after the closing date of January 27, 2022. The Company has the right to set off against the payable any amounts that become payable by the seller on account of indemnification obligations under the purchase agreement.

As part of the acquisition of Histion, ~~LLC (“Histion”)~~ which is a part of the Company’s subsidiary, Bronco Research Services, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Histion in an aggregate principal amount of $0.4 million. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of April 1, 2025.

As part of the acquisition of Protypia, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Protypia in an aggregate principal amount of $0.6 million. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of January 7, 2024.

Convertible Senior Notes

On September 27, 2021, the Company issued $140.0 million principal amount of its 3.25% Convertible Senior Notes due 2027 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture, dated as of September 27, 2021, among the Company, the Company’s ~~wholly owned~~wholly-owned subsidiary, BAS Evansville, Inc., as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Indenture”). Pursuant to the purchase agreement between the Company and the initial purchaser of the Notes, the Company granted the initial purchaser an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes were first issued, up to an additional $15.0 million principal amount of the Notes. The Notes issued on September 27, 2021 included ~~$15,000~~$15.0 million principal amount of the Notes issued pursuant to the full exercise by the initial purchaser of such option. The Company used the net proceeds from the offering of the Notes, together with borrowings under a new senior secured term loan facility, to fund the cash portion of the purchase price of the Envigo acquisition and related fees and expenses.

The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s non-guarantor subsidiaries. The Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by the Guarantor.

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Before April 15, 2027, noteholders have the right to convert their Notes only upon the occurrence of certain events. From and after April 15, 2027, noteholders may convert their Notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, its common shares or a combination of cash and its common shares, at the Company’s election. The initial conversion rate is ~~1.7162~~21.7162 common shares per $1.0 million principal amount of Notes, which represents an initial conversion price of approximately $46.05 per common share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As of December 31, 2022 and September 30, 2022, there were $4.8 million and $5.1 million, respectively, in unamortized debt issuance costs related to the Notes. For the three months ended December 31, 2022, the total interest expense was $2.8 million, including coupon interest expense of $1.2 million, accretion expense of $1.4 million, and the amortization of debt discount and issuance costs of $0.2 million.

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The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, are subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the failure by the Company or the Guarantor to comply with certain covenants in the Indenture relating to the ability of the Company or the Guarantor to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company or the Guarantor, as applicable, and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company or the Guarantor in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company, the Guarantor or any of their respective subsidiaries with respect to indebtedness for borrowed money of at least $20.0 million; (vi) the rendering of certain judgments against the Company, the Guarantor or any of their respective subsidiaries for the payment of at least $20.0 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (vii) certain events of bankruptcy, insolvency and reorganization involving the Company, the Guarantor or any of their respective significant subsidiaries; and (viii) the guarantee of the Notes ceases to be in full force and effect (except as permitted by the Indenture) or the Guarantor denies or disaffirms its obligations under its guarantee of the Notes.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company or the Guarantor (and not solely with respect to a significant subsidiary of the Company or the Guarantor) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

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In the first quarter of 2022, the Company adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible debt instruments and convertible preferred shares by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. As a result of the approval of the increase in authorized shares on November 4, 2021 (see Note 2 – Equity), the Note conversion rights met all equity classification criteria in ASC 815. As a result, the derivative liability was remeasured as of November 4, 2021 and reclassified out of long-term liabilities and into additional paid-in capital.

Based upon the above, the Company remeasured the fair value of the embedded derivative as of November 4, 2021, which resulted in a fair value measurement of $88.6 million and a loss on remeasurement included in other income (loss) for the ~~nine~~three months ended ~~June 30, 2022~~December 31, 2021 of $56.7 million. ~~The embedded derivative liability of $88.6 million was then reclassified to additional paid-in capital in accordance with ASC 815.~~

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to changes in interest rates while conducting normal business operations as a result of ongoing financing activities. As of ~~June 30,~~December 31, 2022, our debt portfolio was reliant on reference rates. Based on our interest rate exposure at ~~June 30,~~December 31, 2022, assumed debt levels throughout the next 12 months, a one-percentage-point increase in interest rates would result in an estimated ~~$2.4~~$2.7 million pre-tax reduction in net earnings over a one-year period.

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Foreign Currency Exchange Rate Risk

We operate on a global basis and have exposure to some foreign currency exchange rate fluctuations for our financial position, results of operations, and cash flows.

While the financial results of our global activities are reported in U.S. dollars, our foreign subsidiaries typically conduct their operations in their respective local currency. The principal functional currencies of the Company’s foreign subsidiaries are the Euro, British Pound and Israeli Shekel.

Fluctuations in the foreign currency exchange rates of the countries in which we do business will affect our financial position, results of operations, and cash flows. As the U.S. dollar strengthens against other currencies, the value of our non-U.S. revenue, expenses, assets, liabilities, and cash flows will generally decline when reported in U.S. dollars. The impact to net ~~income~~loss as a result of a U.S. dollar strengthening will be partially mitigated by the value of non-U.S. expenses, which will decline when reported in U.S. dollars. As the U.S. dollar weakens versus other currencies, the value of the non-U.S. revenue, expenses, assets, liabilities, and cash flows will generally increase when reported in U.S. dollars.

A hypothetical 10% change in the foreign exchange rates applicable to our business would change our ~~June 30,~~December 31, 2022 cash balance by approximately ~~$0.8~~$0.9 million and our revenue by approximately ~~$5.6~~$2.4 million for the ~~nine~~three months ended ~~June 30,~~December 31, 2022.

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ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

~~We maintain disclosure~~Disclosure controls and procedures ~~that~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures designed to provide reasonable assurance that information, which is required to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

~~Management performs periodic evaluations to determine if our disclosure controls and procedures are effective to provide reasonable assurance~~ensure that information required to be disclosed by ~~the Company~~us in the reports ~~that it files~~filed or ~~submits~~submitted by us under the ~~Securities~~ Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported, within the time periods specified byin the ~~SEC's~~SEC’s rules and ~~forms. An evaluation of~~forms, including those designed to ensure that information required to be disclosed by us in the ~~effectiveness of~~reports filed or submitted by us under the ~~design~~Exchange Act is accumulated and ~~operation~~communicated to the Company’s management, including our President and Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this ~~report was performed under the supervision and with the participation of management, which resulted in a determination by~~Report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~June 30, 2022.~~

On December ~~15, 2021, the Company's management and the Audit Committee~~31, 2022 because of the ~~Board of Directors concluded that, due to a failure to properly account for certain tax attributes related to an acquisition that occurred~~material weaknesses in the Company's third fiscal quarter of 2021, the Company's previously issued unaudited interim financial statements as of and for the three and nine months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the "Original Quarterly Report") should no longer be relied upon. The Company’s management, together with the Audit Committee, determined that the Company’s financial statements and other financial data as of and for the quarterly period ended June 30, 2021 included in the Original Quarterly Report should be restated and the Company issued restated financials for the period in the Form 10-Q/A filed on December 21, 2021. In connection with the restatement, management reevaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting described below.

Previously Identified Material Weaknesses

We have identified material weaknesses in our internal control over financial reporting. 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 Company's annual or interim financial statements will not be prevented or detected on a timely basis.

As of September 30, 2022, management identified the following material weaknesses in internal controls, which continued to exist as of ~~June~~December 31, 2022:

a) Management did not design and maintain effective controls over information technology general controls (ITGCs) for all applications that are relevant to the preparation of the consolidated financial statements throughout the year ended September 30, 2022, which resulted in ineffective business process controls (automated and IT-dependent manual controls) that could result in misstatements potentially impacting all of the financial statement accounts and disclosures. Specifically, management did not design and maintain: sufficient user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to appropriate Company personnel; and program change management controls to ensure that information technology (IT) program and data changes affecting financial information technology applications and underlying accounting records are authorized, tested, and implemented appropriately. As a result, business process controls (automated and IT-dependent manual controls) that are dependent on the ineffective ITGCs, or that use data produced from systems impacted by the ineffective ITGCs were deemed ineffective at September 30, 2022; and

b)Management did not have an adequate process in place to design and test the operating effectiveness of internal control over financial reporting in a timely manner or an adequate process in place to monitor and provide oversight over the completion of its assessment of internal controls over financial reporting. As such, we determined that management did not effectively design and implement components of the COSO framework to address all relevant risks of material misstatement, including elements of the control environment, information and communication, control activities and monitoring activities components, relating to: (i) providing sufficient and timely management oversight and ownership over the internal control evaluation process; (ii) hiring and training sufficient personnel to timely support the Company’s internal control objectives; and (iii) performing timely monitoring and oversight to ascertain whether the components of internal control are present and functioning effectively. As a result, controls relevant to all business processes and related controls (including relevant entity level controls) were deemed ineffective at September 30, 2022.

Additionally, management determined that the material weakness previously identified and disclosed related to the accounting for the tax impacts of acquisitions that qualify as stock transactions for tax purposes existing as of September 30, 2021 continued to exist as of December 31, 2022 without remediation and ~~concluded that, in light of~~is included and appropriately resides within the ~~error described above, a~~COSO related material weakness ~~existed in~~identified above.

Our management continues to re-assess the ~~Company’s~~design of controls and modifying processes designed to improve our internal control over financial reporting and remediate the control deficiencies that ~~certain~~led to the material weaknesses, including but not limited to, (a) hiring additional accounting and IT personnel with appropriate technical skillsets, (b) improving consistency in ITGCs supported by standard operating procedures to govern the authorization, testing and approval of ~~the Company’s disclosure controls and procedures were not effective as~~changes to information technology systems supporting all of ~~June 30, 2021.~~

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~~Management has begun and plans to continue to devote significant effort and resources to~~ the ~~remediation and improvement of its~~Company’s internal control ~~over~~processes, (c) enhancing design and implementation of our control environment, including the expansion of formal accounting and IT policies and procedures and financial reporting controls, and ~~to provide processes~~(d) implementing appropriate timely review and oversight responsibilities within the accounting and financial reporting functions.

The material weaknesses cannot be considered remediated until the applicable controls ~~over the research and understanding~~operate for a sufficient period of the tax impact of acquisitions that qualify as stock transactions for tax purposes. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the tax impact of acquisitions that qualify as stock transactions for tax purposes. We plan to include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding the tax impact of acquisitions that qualify as stock transactions for tax purposes. We have re-assessed our non-audit third-party professionals with whom we consult regarding application of accounting guidance related to the tax issues and have engaged more experienced advisers. The elements of our remediation plan can only be accomplished over time and ~~we can offer no assurance~~management has concluded, through testing, that these ~~initiatives will ultimately have the intended effects. Management has performed an analysis of the consolidated tax process, identifying material risks and formalizing key~~ controls to address the related material risks. Management is in the process of performing testing over these key controls and will continue into the fourth fiscal quarter. Until management has adequately tested the applicable key controls and confirmed that they are working as designed, management concluded that the same material weakness in the Company's internal control over financial reporting and deficiency in the Company's disclosure controls and procedures that existed at September 30, 2021 continued to exist at June 30, 2022.operating effectively.

Changes in Internal Controls

~~There~~Except for the changes in connection with our remediation activities as described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the ~~third~~first quarter of fiscal ~~2022~~2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

ITEM 1 – LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in Note 1514 to our condensed consolidated financial statements included in Part I, Item 1 of this Report and is incorporated herein by reference.

ITEM 1A – RISK FACTORS

You should carefully consider the risks ~~described below and~~ in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2021,~~2022, including those disclosed under the heading “Risk Factors” appearing in Item 1A of Part I of the Form ~~10-K, as well as the information contained in our subsequent Quarterly Reports.~~10-K. ~~Except as set forth below, there~~There have been no material changes in those risk factors. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The risks described in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q from time to time are not the only risks we face. New risk factors or risks that we currently deem immaterial emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business, financial condition and operating results, or the extent to which any such risk factor or combination of risk factors may impact our business, financial condition and operating results.

The risk factor in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 entitled “We are subject to periodic inspections by regulatory authorities which could lead to enforcement actions if those authorities determine that our facilities or procedures do not meet applicable requirements” is replaced in its entirety by the following:

We are subject to inspections, investigations and enforcement actions by regulatory authorities, which could lead to penalties, including substantial fines, warning letters, a temporary restraining order or injunction, civil and/or criminal penalties, and/or license suspension or revocation.

We are subject to periodic inspections by regulatory authorities, including the FDA and the USDA. As part of these inspections, the regulatory authorities seek to determine whether our facilities and operations comply with applicable laws and regulations. Adverse findings as a result of these inspections could lead to enforcement actions, including substantial fines, warning letters that require corrective action (including potential facilities improvement requirements), revocation of approvals, exclusion from future participation in government healthcare programs, criminal prosecution and even the denial of the right to conduct business. Envigo RMS’ Cumberland, VA facility has been the subject of inspections by the USDA, a search and seizure warrant executed by the DOJ and federal and state law enforcement agents, and a civil action by the DOJ that was subsequently settled. Further, certain

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employees also received a grand jury subpoena requested by the USAO-VA. For further information on these and other actions, see Note 15 – Contingencies of the condensed consolidated financial statements.

Inspections, investigations and/or other actions could result in penalties that could include a temporary restraining order or injunction, civil and/or criminal penalties, and/or license suspension or revocation. The imposition of any of these penalties or other restrictions on our business could adversely affect our business reputation and could have a material adverse impact on our financial condition, results of operations and stock price.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 25, 2022, pursuant to an Interest Purchase Agreement among Bronco Research Services, LLC., Inotiv, Inc., Histion, Inc., and the owners of Histion Inc, the Company issued 17,618 common shares to the owners of Histion, Inc. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.

ITEM 6 – EXHIBITS

Number

Description of Exhibits
(3)
3.1

Second Amended and Restated Articles of Incorporation of Inotiv, Inc. as amended through November 4, 2021 (incorporated by reference to Exhibit 3.1 to Form 8-K filed November 5, 2021)

3.2

Second Amended and Restated Bylaws of Inotiv, Inc. as amended through March 18, 2021 (incorporated by reference to Exhibit 3.2 to Form 8-K filed March 19, 2021)

(10)
10.1

First Amendment to Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan (As amended through January 25, 2022) (filed herewith)

(31)
31.1

Certification of Principal Executive Officer (filed herewith).

31.2

Certification of Principal Financial Officer (filed herewith).

(32)
32.1

Written Statement of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

32.2

Written Statement of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

101

Inline XBRL data file (filed herewith)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


Number		Description of Exhibits
(3)	3.1	Second Amended and Restated Articles of Incorporation of Inotiv, Inc. as amended through November 4, 2021 (incorporated by reference to Exhibit 3.1 to Form 8-K filed November 5, 2021).

	3.2	Third Amended and Restated Bylaws of Inotiv, Inc. as amended through November 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 10-K filed January 13, 2023).

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	10.1	Second Amendment to Credit Agreement, dated as of December 29, 2022, among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto, and Jefferies Finance LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 5, 2023).

	10.2	Third Amendment to Credit Agreement, dated as of January 9, 2023, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto and Jefferies Finance LLC (incorporated by reference to Exhibit 10.27 to Form 10-K filed January 13, 2023).

(31)	31.1	Certification of Principal Executive Officer (filed herewith).

	31.2	Certification of Principal Financial Officer (filed herewith).

(32)	32.1	Written Statement of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

	32.2	Written Statement of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

	101	Inline XBRL data file (filed herewith)
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:


Date: ~~August 12, 2022~~February 14, 2023	INOTIV, INC.
	(Registrant)

	By:	/s/ Robert W. Leasure
	Robert W. Leasure
	President and Chief Executive Officer
	(Principal Executive Officer)



Date: ~~August 12, 2022~~February 14, 2023	By:	/s/ Beth A. Taylor
	Beth A. Taylor
	Chief Financial Officer and Senior Vice President of Finance (Principal Financial ~~Officer~~Officer)



Date: February 14, 2023	By:	/s/ Brennan Freeman
	Brennan Freeman
	Vice President of Finance and Corporate Controller (Principal Accounting Officer)

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		Employee Related		Other		Total
Liability as of September 30, 2021		0		0		0
Charges	$	1,193	$	364	$	1,557
Cash Payments		0		0		0
Liability as of June 30, 2022	$	1,193	$	364	$	1,557