Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 01, 2021 | Mar. 31, 2021 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Entity File Number | 000-23357 | ||
Entity Registrant Name | INOTIV, INC. | ||
Entity Incorporation, State or Country Code | IN | ||
Entity Tax Identification Number | 35-1345024 | ||
Entity Address, Address Line One | 2701 KENT AVENUE | ||
Entity Address, City or Town | WEST LAFAYETTE | ||
Entity Address, State or Province | IN | ||
Entity Address, Postal Zip Code | 47906 | ||
City Area Code | 765 | ||
Local Phone Number | 463-4527 | ||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | NOTV | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
ICFR Auditor Attestation Flag | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 172,225,000 | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 24,266,099 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000720154 | ||
Current Fiscal Year End Date | --09-30 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 138,924 | $ 1,406 |
Restricted cash | 18,000 | |
Accounts receivable | ||
Trade, net of allowance of $668 at September 30, 2021 and $561 at September 30, 2020 | 20,734 | 8,681 |
Unbilled revenues and other | 7,630 | 2,142 |
Inventories, net | 602 | 700 |
Prepaid expenses and other current assets | 3,129 | 2,371 |
Total current assets | 189,019 | 15,300 |
Property and equipment, net | 47,978 | 28,729 |
Operating lease right-of-use assets, net | 8,358 | 4,001 |
Finance lease right-of-use assets, net | 60 | 4,778 |
Goodwill | 51,927 | 4,368 |
Other intangible assets, net | 24,233 | 4,261 |
Other assets | 281 | 156 |
Total assets | 321,856 | 61,593 |
Current liabilities: | ||
Accounts payable | 6,163 | 3,196 |
Accrued expenses | 8,777 | 2,856 |
Current portion of contingent liability | 167 | |
Customer advances | 26,614 | 11,392 |
Capex line of credit | 1,749 | 2,613 |
Current portion on long-term operating lease | 1,959 | 866 |
Current portion of long-term finance lease | 24 | 4,728 |
Current portion of long-term debt | 9,656 | 5,991 |
Total current liabilities | 55,109 | 31,642 |
Long-term operating leases, net | 6,554 | 3,344 |
Long-term finance leases, net | 39 | 44 |
Long-term portion of contingent liability | 473 | |
Long-term debt, less current portion, net of debt issuance costs | 154,209 | 18,826 |
Deferred tax liabilities, net | 344 | 141 |
Total liabilities | 216,728 | 53,997 |
Commitments and Contingencies (Note 11) | ||
Shareholders' equity: | ||
Preferred shares, authorized 1,000,000 shares, no par value: No Series A shares at September 30, 2021 and 25 shares at September 30, 2020 issued and outstanding at $1,000 stated value | 25 | |
Common shares, no par value: Authorized 19,000,000 shares; 15,931,485 issued and outstanding at September 30, 2021 and 10,977,675 at September 30, 2020 | 3,945 | 2,706 |
Additional paid-in capital | 112,198 | 26,775 |
Accumulated deficit | (11,015) | (21,910) |
Total shareholders' equity | 105,128 | 7,596 |
Total liabilities and shareholders' equity | $ 321,856 | $ 61,593 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Allowance for doubtful accounts | $ 668 | $ 561 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 19,000,000 | 19,000,000 |
Common Stock, Shares, Issued | 15,931,485 | 10,977,675 |
Common Stock, Shares, Outstanding | 15,931,485 | 10,977,675 |
Series A Preferred Stock | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Issued | 0 | 25 |
Preferred Stock, Shares Outstanding | 0 | 25 |
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 89,605 | $ 60,469 |
Total cost of revenue | 59,449 | 42,232 |
Gross profit | 30,156 | 18,237 |
Operating expenses: | ||
Selling | 3,517 | 3,373 |
Research and development | 405 | 617 |
Startup costs | 1,477 | 333 |
General and administrative | 30,375 | 16,977 |
Total operating expenses | 35,774 | 21,300 |
Operating loss | (5,618) | (3,063) |
Interest expense | (1,683) | (1,490) |
Other income | 13,420 | 15 |
Net income (loss) before income taxes | 6,119 | (4,538) |
Income tax (benefit) expense | (4,776) | 147 |
Net income (loss) | $ 10,895 | $ (4,685) |
Basic net income (loss) per share (in dollars per share) | $ 0.83 | $ (0.43) |
Diluted net income (loss) | $ 2,573 | $ (4,685) |
Diluted net income (loss) per share (in dollar per share) | $ 0.19 | $ (0.43) |
Weighted common shares outstanding: | ||
Basic (in shares) | 13,191 | 10,851 |
Diluted (in shares) | 13,865 | 10,851 |
Service | ||
Total revenue | $ 85,832 | $ 57,177 |
Total cost of revenue | 57,262 | 40,006 |
Product | ||
Total revenue | 3,773 | 3,292 |
Total cost of revenue | $ 2,187 | $ 2,226 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Shares | Common Shares | Additional paid-in capital | Accumulated deficit.Adoption of accounting standard | Accumulated deficit. | Adoption of accounting standard | Total |
Balance at Sep. 30, 2019 | $ 35 | $ 2,589 | $ 25,183 | $ (17,097) | $ 10,710 | ||
Balance (in shares) at Sep. 30, 2019 | 35 | 10,510,694 | |||||
Net (loss) income | (4,685) | (4,685) | |||||
Stock option exercises | $ 27 | (1) | 26 | ||||
Stock option exercises (in shares) | 113,748 | ||||||
Stock based compensation expense | $ 29 | 511 | 540 | ||||
Stock based compensation (in shares) | 108,233 | ||||||
Stock issued in acquisition | $ 60 | 1,073 | 1,133 | ||||
Stock issued in acquisition (In shares) | 240,000 | ||||||
Preferred stock conversion | $ (10) | $ 1 | 9 | ||||
Preferred stock conversion (in shares) | (10) | 5,000 | |||||
Balance at Sep. 30, 2020 | $ 25 | $ 2,706 | 26,775 | $ (128) | (21,910) | $ (128) | 7,596 |
Balance (in shares) at Sep. 30, 2020 | 25 | 10,977,675 | |||||
Net (loss) income | 10,895 | 10,895 | |||||
Stock option exercises | $ 34 | 212 | 246 | ||||
Stock option exercises (in shares) | 134,250 | ||||||
Stock based compensation expense | $ 32 | 1,754 | 1,786 | ||||
Stock based compensation (in shares) | 129,385 | ||||||
Stock issued in acquisition | $ 409 | 35,224 | 35,633 | ||||
Stock issued in acquisition (In shares) | 1,633,558 | ||||||
Preferred stock conversion | $ (25) | $ 3 | 22 | ||||
Preferred stock conversion (in shares) | (25) | 12,500 | |||||
Equity Raise, net of fees | $ 761 | 48,211 | 48,972 | ||||
Equity Raise, net of fees (in shares) | 3,044,117 | ||||||
Balance at Sep. 30, 2021 | $ 3,945 | $ 112,198 | $ (11,015) | $ 105,128 | |||
Balance (in shares) at Sep. 30, 2021 | 15,931,485 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |
Net fees to raise equity | $ 2,776 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net income (loss) | $ 10,895 | $ (4,685) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisitions: | ||
Depreciation and amortization | 6,268 | 4,074 |
Change on operating lease | (54) | 211 |
Employee stock compensation expense | 1,786 | 540 |
Provision for doubtful accounts | 208 | 180 |
Gain on extinguishment of PPP loan | (4,851) | |
Gain on fair value remeasurement of convertible senior notes | (8,362) | |
Gain on tax benefit due to acquisitions | (4,985) | |
Other non-cash operating activities | 14 | 10 |
Financing lease interest expense | 184 | |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | (11,951) | (620) |
Inventories | 98 | 395 |
Income tax accruals | 0 | 184 |
Prepaid expenses and other assets | (780) | (1,149) |
Accounts payable | 2,619 | (2,047) |
Accrued expenses | 5,103 | (130) |
Customer advances | 14,554 | 4,315 |
Other asset and liabilities, net | 12 | |
Net cash provided by operating activities | 10,746 | 1,290 |
Investing activities: | ||
Capital expenditures | (12,472) | (6,200) |
Proceeds from sale of equipment | 2 | |
Cash paid in acquisitions, net of cash received | (41,590) | (3,931) |
Net cash used in investing activities | (54,060) | (10,131) |
Financing activities: | ||
Payments on finance lease liability | (286) | (319) |
Repayment of PPP loan | (200) | |
Payments of long-term borrowings | (4,153) | (1,847) |
Payments of debt issuance costs | (6,223) | (127) |
Payments on revolving line of credit | 0 | (25,325) |
Borrowings on revolving line of credit | 0 | 24,263 |
Borrowings on construction loans | 0 | 1,287 |
Borrowings on capex lines of credit | 2,136 | 2,906 |
Borrowings on long-term loan | 18,305 | 8,777 |
Proceeds from issuance of convertible senior notes | 122,036 | |
Proceeds from issuance of convertible senior notes, restricted cash | 18,000 | |
Proceeds from exercise of stock options | 246 | 26 |
Proceeds from issuance of common stock, net | 48,971 | |
Net cash provided by financing activities | 198,832 | 9,641 |
Net increase in cash and cash equivalents | 155,518 | 800 |
Cash, cash equivalents, and restricted cash at beginning of period | 1,406 | 606 |
Cash, cash equivalents, and restricted cash at end of period | 156,924 | 1,406 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,267 | 1,039 |
Acquisitions: | ||
Assets acquired | 91,479 | 6,442 |
Liabilities assumed | (14,255) | (1,378) |
Common shares issued | (35,634) | (1,133) |
Cash paid | $ 41,590 | $ 3,931 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Inotiv, Inc. and its subsidiaries (“We,” “Our,” “Us,” the “Company,” and “Inotiv”) comprise a leading contract research organization specializing in 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 pharmaceutical companies, universities, government research centers and medical research institutions. The Company’s customers are located throughout the world. On March 18, 2021, the Company filed Articles of Amendment to the Company’s Second Amended and Restated Articles of Incorporation, as amended, and amended its Second Amended and Restated Bylaws, as amended, to reflect a corporate name change from Bioanalytical Systems, Inc. to Inotiv, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, the Company disaggregates its revenue from clients into three revenue streams, service revenue, product revenue and royalties. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. In accordance with ASC 606, the Company determines appropriate revenue recognition by completing the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as the Company satisfies a performance obligation. Service revenue 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. 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 consolidated balance sheets. Unbilled revenues represent revenues earned under contracts in advance of billings. Archive services provide climate controlled archiving for client’s 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. Product revenue The Company’s 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. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue, are recognized ratably over the applicable maintenance period and are included in customer advances on the consolidated balance sheet. Royalty revenue The Company has an agreement with Teva Pharmaceuticals (formerly Biocraft Laboratories, Inc,) which manufactures and markets pharmaceutical products. The Company receives royalties in accordance with sales of certain pharmaceuticals that Teva manufactures and sells. The royalties are received on a quarterly basis and the revenue is recognized over the quarter as earned. Royalty revenue is included in service revenue on the consolidated statements of operations. Total royalty revenue recognized was $377 and $641 in the years ended September 30, 2021 and 2020, respectively. The following table presents changes in the Company’s contract assets for the years ended September 30, 2021 and 2020. The contract assets are included in the unbilled revenues line item on the consolidated balance sheets for the years ended September 30, 2021 and 2020. Fiscal year ended September 30, 2021 2020 Opening balance $ 1,879 $ 2,119 Additions 6,985 2,511 Deductions (2,670) (2,751) Ending balance $ 6,194 $ 1,879 The following table presents changes in the Company’s contract liabilities for the years ended September 30, 2021 and 2020. The contract liabilities are included in the customer advances line item on the consolidated balance sheets for the years ended September 30, 2021 and 2020. Fiscal year ended September 30, 2021 2020 Opening balance $ 11,392 $ 6,726 Additions 208,377 106,956 Deductions (193,155) (102,290) Ending balance $ 26,614 $ 11,392 Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, cash in the bank deposit may exceed federally insured limits. Restricted Cash Restricted cash generally consists of amounts held by our creditors. For the year ended September 30, 2021, the Company had $18,000 of restricted cash held by First Internet Bank of Indiana pursuant to its credit facility with the Company. Accounts Receivable The Company evaluates the creditworthiness of its customers on a periodic basis, monitors economic conditions, and calculates allowances for estimated credit losses on its trade receivables on a quarterly basis using an expected credit loss model. The Company assesses whether collectability is probable at the time of sale and on an ongoing basis. Collateral is generally not required. The risk associated with this concentration is mitigated by the Company’s ongoing credit-review procedures. The Company’s allowance for doubtful accounts was $668 and $561 at September 30, 2021 and 2020, respectively. A summary of activity in our allowance for doubtful accounts is as follows: Fiscal year ended September 30, 2021 2020 Opening balance $ 561 $ 1,759 Charged to expense 208 180 Uncollectible invoices written off (77) (1,378) Amounts collected (24) — Ending balance $ 668 $ 561 Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) cost method of accounting. The Company evaluates inventory on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete, we provide a reserve. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates the estimate of future demand. A summary of activity in our inventory obsolescence is as follows for the years ended September 30, 2021 and 2020: Fiscal year ended September 30, 2021 2020 Opening balance $ 177 $ 198 Provision for slow moving and obsolescence 10 84 Write-off of obsolete and slow moving inventory (47) (105) Closing balance $ 140 $ 177 Property and Equipment The Company records property and equipment acquired as part of business combinations at fair value while other property and equipment is recorded at cost, including interest capitalized during the period of construction of major facilities. Depreciation, including amortization on capital leases, is computed using the straight-line method over the estimated useful lives of the assets, which we estimate to be: buildings and improvements, 34 to 40 years; machinery and equipment, 5 to 10 years, and office furniture and fixtures, 10 years. Expenditures for maintenance and repairs are expensed as incurred unless the life of the asset is extended beyond one year, which would qualify for asset treatment. Depreciation and amortization expense was $6,268 in fiscal 2021 and $4,074 in fiscal 2020. Property and equipment, net, as of September 30, 2021 and 2020 consisted of the following: As of September 30, 2021 2020 Land and improvements $ 2,276 $ 1,755 Buildings and improvements 40,169 29,813 Machinery and equipment 36,743 27,500 Office furniture and fixtures 1,338 828 Construction in progress 3,725 718 84,251 60,614 Less: accumulated depreciation (36,273) (31,885) Net property and equipment $ 47,978 $ 28,729 Right-of-use assets The Company records a 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 balance sheet. 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. Long-Lived Assets including Goodwill Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized of the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company carries goodwill at cost and is not amortized. The Company reviews goodwill for impairment on an annual basis and when impairment indicators are present in accordance with ASC 350, Intangibles- Goodwill and Other. Goodwill may be impaired if the carrying amount of a reporting unit exceeds the fair value of that reporting unit, calculated as based on discounted cash flows. An impairment charge would be recorded for the excess, if any, of the reporting unit's carrying amount over its fair value, but not to exceed the total amount of goodwill allocated to the reporting unit. The estimated fair value, and any potential impairment, is based on a number of assumptions, including, but not limited to, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other relevant entity-specific events, events affecting a reporting unit and, if applicable, a sustained decrease in share price. Changes in these estimates or a continued decline in general economic conditions could change our conclusion regarding an impairment of goodwill and potentially result in a non-cash impairment loss in a future period. The assumptions used in our impairment testing could be adversely affected by certain risks. The Company had one reporting unit with goodwill at September 30, 2021, our Services business, which is included in our Services operating segment based on the discrete financial information available, which is reviewed by management. An annual goodwill impairment assessment was performed for the Services reporting unit at September 30, 2021 and there was no indication of impairment. There have been no significant events since the timing of our impairment assessment that would have triggered additional impairment testing after fiscal year-end. Other intangible assets with definite lives are stated at cost and are amortized on a straight-line basis over their estimated useful lives. All intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented, or exchanged, are recognized as an asset apart from goodwill. Goodwill is not amortized . Goodwill Balance as of October 1, 2019 $ 3,617 Acquisition of PCRS 751 Balance as of September 30, 2020 $ 4,368 Acquisition of HistoTox Labs 9,129 Acquisition of Bolder BioPATH 36,223 Acquisition of Gateway Laboratories 2,207 Balance as of September 30, 2021 $ 51,927 At September 30, 2021, the intangible assets subject to amortization totaled $24,233 as compared to $4,261 at September 30, 2020. The increase in intangible assets is due to the HistoTox Labs, Bolder BioPATH, BioReliance and Gateway Laboratories acquisitions as described in Note 12. The changes in the balances of the intangible assets for the years ended September 30, 2021 and 2020 are as follows: Client Non-Compete Trademarks Relationships Agreements Backlog Patents Totals Balance as of October 1, 2019 $ 1,072 $ 1,670 $ 131 $ — $ 10 $ 2,883 Acquisition of PCRS 460 1,280 220 121 — 2,081 Amortization (103) (380) (93) (121) (6) (703) Balance as of September 30, 2020 $ 1,429 $ 2,570 $ 258 $ — $ 4 $ 4,261 Acquisition of HistoTox Labs — 6,800 1,700 — — 8,500 Acquisition of Bolder BioPATH — 12,500 — — — 12,500 Acquisition of BioReliance — 640 — — — 640 Acquisition of Gateway Laboratories — 100 — — — 100 Amortization (109) (1,413) (244) — (2) (1,768) Balance as of September 30, 2021 $ 1,320 $ 21,197 $ 1,714 $ — $ 2 $ 24,233 Future amortization expense for intangible assets at September 30, 2021 for the next five years and a total, thereafter, are as follows: 2022 2023 2024 2025 2026 Thereafter Totals Trademarks 109 109 109 108 108 777 1,320 Client Relationships 2,913 2,913 2,912 2,912 2,851 6,696 21,197 Non-Compete Agreements 431 395 349 340 199 — 1,714 Patents 2 — — — — — 2 $ 3,455 $ 3,417 $ 3,370 $ 3,360 $ 3,158 $ 7,473 $ 24,233 Stock-Based Compensation The Company has a stock option plan and an equity incentive plan for officers, outside directors and employees, which are described more fully in Note 9. In accordance with ASC 718, the Company recognizes the cost resulting from all share-based payment transactions in our financial statements using a fair-value based method. Compensation cost for all share-based awards are measured based on estimated fair values and compensation is recognized over the vesting period for awards. The Company uses the Black-Scholes option valuation model to determine the grant date fair value. The determination of fair value is affected by our common share price as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. We estimated the following key assumptions for the binomial valuation calculation: ● Risk-free interest rate . The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant for the expected term of the option. ● Expected volatility . The Company uses our historical share price volatility on our common shares for our expected volatility assumption. ● Expected term . The expected term represents the weighted-average period the stock options are expected to remain outstanding. The expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior. ● Expected dividends . The Company assumes that we will pay no dividends. The Company expenses the estimated fair value of stock options 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. Prior to October 1, 2020, stock-based compensation expense was reduced for estimated forfeitures, and if necessary, an adjustment was recognized in future periods if actual forfeitures differed from those estimates. The accounting change was made prospectively; therefore, stock-based compensation for equity grants subsequent to October 1, 2020, will not be reduced for estimated forfeitures as expense will be adjusted in the period that a forfeiture occurs. The Company believes that this accounting change will more accurately account for expense relating to forfeitures. The Company has assessed the cumulative effect of this change in accounting policy and has deemed the impact to be immaterial; therefore, an adjustment has not been recorded to beginning retained earnings. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized 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. Deferred tax assets and liabilities are measured 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record valuation allowances based on a determination of the expected realization of tax assets. The Company may recognize 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 amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon settlement of the position. The Company records interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense. Any changes in the liability for uncertain tax positions would impact our effective tax rate. We do not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. Fair Value of Financial Instruments The provisions of the Fair Value Measurements and Disclosure Topic defines fair value, establishes a consistent framework for measuring fair value and provides 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. The carrying amounts for cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other assets, accounts payable and other accruals approximate their fair values because of their nature and respective duration. The carrying value of the credit facility approximates fair value as it was amended during fiscal year 2021 and subsequent to the amendment, there have been no factors that would indicate a change in the carrying value. As of September 30, 2021, the Company had $54,922 in long-term debt related to the conversion feature of convertible senior notes that were issued on September 27, 2021, as well as $640 of contingent consideration related to the BioReliance acquisition that are each subject to fair value measurement on a recurring basis as they include unobservable and significant inputs in each of the fair value determinations. The Company used a Black-Scholes model to value the embedded derivative convertible feature of the notes at September 30, 2021, and the inputs used included a volatility of 81.1%, risk-free interest rate of 1.195% and maturity period of 6.04 years. As a result of the fair value remeasurement of the convertible senior notes, the Company recognized a gain of $8,362 included in other income for the year ended September 30, 2021. 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 (see Note 7). As of September 30, 2020, the Company did not have any financial assets or liabilities measured at fair value on a recurring basis. The changes in the balances of the level three financial instruments for the year ended September 30, 2021 is as follows: Contingent Convertible Consideration Notes Totals Balance as of September 30, 2020 $ — $ — $ — Contingent consideration related to BioReliance acquisition 640 — 640 Convertible senior notes — 63,284 63,284 Fair value adjustment of convertible senior notes — (8,362) (8,362) Balance as of September 30, 2021 $ 640 $ 54,922 $ 55,562 Convertible Debt and Derivatives On September 27, 2021, the Company issued $140,000 principal amount of its 3.25% Convertible Senior Notes (“Notes”) due 2027. The Notes were issued pursuant to, and are governed by, an indenture, dated as of September 27, 2021, among the Company, BAS Evansville, Inc. ("BAS Evansville"), as secured term loan facility, to fund the cash portion of the purchase price of the acquisition of Envigo RMS Holding Corp., including related fees and expenses. In accordance with ASC 815, the Company evaluated the convertible feature of the Notes to determine if it was required to be bifurcated as an embedded derivative. The significant and unobservable inputs used in the measurement of the convertible senior notes as well as the balances for the year ending September 30, 2021 are described above. As a result of the fair value remeasurement of the convertible senior notes, the Company recognized a gain of $8,362 included in other income for the year ended September 30, 2021 The Company recorded $131,673 of long-term debt related to the Notes in the consolidated balance sheets for the year ended September 30, 2021, which included $54,922 related to the fair value of the conversion feature. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates as part of the issuance of these consolidated financial statements include but are not limited to the determination of fair values including derivatives and contingent consideration, allowance for doubtful accounts, inventory obsolescence, deferred tax valuations, depreciation, impairment charges and stock compensation. Our actual results could differ from those estimates. Research and Development In fiscal 2021 and 2020, the Company incurred $405 and $617, respectively, on research and development. Separate from our contract research services business, we maintain applications research and development to enhance our products business. The Company expenses research and development costs as incurred. Startup costs Costs related to the development and initiation of new service offerings that are not revenue generating at this time are shown on a new line in the consolidated statements of operations identified as startup costs. These expenses include, but are not limited to, employee compensation expenses, travel expenses, relocation fees, and recruiting expenses. While certain of these costs are one-time in nature, there are certain costs (e.g. employee compensation expenses) that will be expected to recur once the new offerings are revenue generating at which time the related costs will be reclassified on the consolidated statements of operations. Certain prior period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. The Company expenses startup costs as incurred. In fiscal 2021 and 2020, the Company incurred startup costs of $1,477 and $333, respectively. Debt issuance costs The Company capitalizes costs associated with the issuance of debt and amortizes them as additional interest expense over the lives of the debt on a straight-line basis, which approximates the effective interest method. The Company believes the difference between the straight-line basis and the effective interest method is not material to the consolidated financial statements. Debt issuance costs of $6,458 and $235, as of September 30, 2021 and 2020, respectively, were netted with long-term debt less current portion on the consolidated balance sheets. Debt issuance costs paid in the years ending September 30, 2021 and 2020 were $6,223 and $127, respectively. Upon prepayment of the related debt, the Company accelerates the recognition of an appropriate amount of the costs as refinancing or extinguishment of debt. New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 “ Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument the Company on October 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. On October 1, 2019, the Company adopted ASU 2016-02, Leases In August 2020, the FASB issued ASU No. 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). In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income taxes The previous guidance in ASC 740-10-25-4 prohibited recognition of a DTA for a subsequent step-up in the tax basis of goodwill that is related to the portion of goodwill from a prior business combination for which a DTL was not initially recognized an entity can consider a list of factors in determining whether the step-up in tax basis is related to the business combination that caused the initial recognition of goodwill or to a separate transaction. The amendments are effective for public business entities for fiscal years beginning after December 15, 2020. The Company does In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is still evaluating the potential impact Building Lease The Lease Agreement with Cook Biotech, Inc. (“lessee”) for a portion of the Company’s headquarters facility is recorded as an operating lease with the escalating rents being recognized on a straight-line basis once the lessee took full possession of the space on May 1, 2015 through the end of the lease on December 31, 2024. The straight-line rents of $53 per month are recorded as a reduction to general and administrative expenses on the consolidated statements of operations and other accounts receivable on the consolidated balance sheets. The cash rent received is recorded in lease rent receivable on the consolidated balance sheets. The variance between the straight-line rents recognized and the actual cash rents received will net to zero by the end of the agreement on December 31, 2024. |
SALE OF PREFERRED SHARES AND WA
SALE OF PREFERRED SHARES AND WARRANTS | 12 Months Ended |
Sep. 30, 2021 | |
SALE OF PREFERRED SHARES AND WARRANTS | |
SALE OF PREFERRED SHARES AND WARRANTS | 3. SALE OF PREFERRED SHARES AND WARRANTS (not in thousands) On May 11, 2011, the Company completed a registered public offering of 5,506 units at a price of $1,000 per unit. Each unit consisted of one 6% Series A convertible preferred share which is convertible into 500 common shares. The Series A preferred shares were valued using the common shares available upon conversion of all preferred shares of 2,753,000 and the closing market price of our stock on May 11, 2011 of $1.86. As of September 30, 2021, all 5,506 preferred shares have been converted into 3,156,608 common shares and 217,366 common shares have been issued for quarterly preferred dividends. At September 30, 2021, no preferred shares remained outstanding. All dividends have been paid according to the agreement. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Sep. 30, 2021 | |
INCOME (LOSS) PER SHARE | |
INCOME (LOSS) PER SHARE | 4. INCOME (LOSS) PER SHARE The Company computes basic income (loss) per share using the weighted average number of common shares outstanding. The Company had two categories of dilutive potential common shares: the Series A preferred shares issued in May 2011 in connection with the registered direct offering and shares issuable upon exercise of options. We compute diluted earnings per share using the if-converted method for preferred stock and the treasury stock method for stock options, respectively. Shares issuable upon exercise of 674,000 stock options were included in computing diluted net income per share for the year ended September 30, 2021. There were no Series A preferred shares outstanding as of September 30, 2021. Shares issuable upon exercise of 711,760 stock options and 12,500 common shares issuable upon conversion of preferred shares were not considered in computing diluted income (loss) per share for the year ended September 30, 2020, because they were anti-dilutive. Computation of basic and diluted net income (loss) per share is shown in the following table: Fiscal Year Ended September 30, 2021 2020 Basic and diluted net income (loss) per share: Net income (loss) applicable to common shareholders $ 10,895 $ (4,685) Diluted net income (loss) applicable to common shareholders $ 2,573 $ (4,685) Weighted average common shares outstanding (in thousands) Basic 13,191 10,851 Diluted 13,865 10,851 Net income (loss) per share Basic $ 0.83 $ (0.43) Diluted $ 0.19 $ (0.43) |
INVENTORIES
INVENTORIES | 12 Months Ended |
Sep. 30, 2021 | |
INVENTORIES | |
INVENTORIES | 5. INVENTORIES Inventories consisted of the following: As of September 30, 2021 2020 Raw materials $ 513 $ 577 Work in progress 37 70 Finished goods 192 230 742 877 Obsolescence reserve (140) (177) $ 602 $ 700 |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2021 | |
LEASES | |
LEASES | 6. LEASES The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASU 2016-02. The Company adopted ASU 2016-02, Leases, effective October 1, 2019, using a modified retrospective transition approach which applies the standard to leases existing at the effective date with no restatement of prior periods. Leases with an initial term of 12 months or less are not recorded on the balance sheet. 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, the Company uses to conduct its operations. Facilities leases two lease expires Equipment leases provide for office equipment, laboratory equipment or services the Company uses to conduct its operations. Equipment leases Right-of-use lease assets and lease liabilities that are reported in the Company’s consolidated balance sheets are as follows: As of As of September 30, 2021 September 30, 2020 Operating right-of-use assets, net $ 8,358 $ 4,001 Current portion of operating lease liabilities 1,959 866 Long-term operating lease liabilities 6,554 3,344 Total operating lease liabilities $ 8,513 $ 4,210 Finance right-of-use assets, net $ 60 $ 4,778 Current portion of finance lease liabilities 24 4,728 Long-term finance lease liabilities 39 44 Total finance lease liabilities $ 63 $ 4,772 The increase in right-of-use lease assets and lease liabilities in the twelve months ended September 30, 2021 is primarily attributable to the HistoTox Labs and Bolder BioPATH acquisitions as described in Note 12, partially offset by a decrease related to the St. Louis facility lease as the Company purchased the building in May 2021. During the twelve months ended September 30, 2021 and September 30, 2020, the Company had operating lease amortizations of $1,192 and $906, respectively, and finance lease amortization of $103 and $145, respectively. Finance lease interest recorded in the twelve months ended September 30, 2021 and September 30, 2020 was $184 and $283, respectively. One of the operating leases contains a variable lease component based on revenue for one component of the Company. The total variable payments for this lease for fiscal year 2021 and 2020 was $176 and $126, 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 lease for the twelve months ended September 30, 2021 were: Twelve months Ended Twelve months Ended September 30, 2021 September 30, 2020 Operating lease costs: Fixed operating lease costs $ 1,464 $ 906 Short-term lease costs 76 42 Lease income (657) (636) Finance lease costs: Amortization of right-of-use asset expense 103 145 Interest on finance lease liability 184 283 Total lease cost $ 1,170 $ 740 The Company serves as lessor to a lessee in one facility through the end of calendar year 2024 and serves as a sublessor to a sublessee in another portion of a facility through October 31, 2024. The gross rent receivable and underlying lease liability are presented gross in the Company’s consolidated balance sheets. The Company received total rental income of $657 and $636 for the twelve months ended September 30, 2021 and 2020, respectively. Supplemental cash flow information related to leases was as follows: Twelve months ended Twelve months ended September 30, 2021 September 30, 2020 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,389 $ 948 Operating cash flows from finance leases 184 283 Finance cash flows from finance leases 286 145 Non-cash lease activity: Right-of-use assets obtained in exchange for new operating lease liabilities $ 6,285 $ 448 Right-of-use assets obtained in exchange for new finance lease liabilities 17 — The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of September 30, 2021 were: As of As of September 30, 2021 September 30, 2020 Weighted-average remaining lease term (in years) Operating lease 4.66 4.81 Finance lease 3.25 0.88 Weighted-average discount rate (in percentages) Operating lease 4.45 % 5.23 % Finance lease 4.86 % 5.87 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of September 30, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases 2022 $ 2,055 $ 24 2023 2,057 18 2024 2,013 18 2025 1,506 7 2026 1,354 1 Thereafter 447 — Total minimum future lease payments 9,432 68 Less interest (919) (5) Total lease liability 8,513 63 |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2021 | |
DEBT | |
DEBT | 7. DEBT Credit Facility On April 30, 2021, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (“FIB”) to, among other things, secure additional debt financing in order to fund portions of the consideration for the HistoTox Labs Acquisition and the Bolder Merger. The Credit Agreement included eleven term loans (the “Term Loans” ), an equipment draw loan (the “Equipment Loan”), and a revolving line of credit (the “Revolving Facility”). On May 26, 2021, the Company and FIB entered into an amendment to the Credit Agreement to, among other things, provide a new term loan facility to finance the acquisition and refurbishment of the Company’s St. Louis facility, which it had previously leased. The material terms of each of the loans under the Credit Agreement, as amended, are described below. Included in the Credit Agreement is a requirement that the Company maintain certain financial covenants, including maintaining a senior funded debt to adjusted EBITDA ratio (as defined in the Credit Agreement) of not greater than (i) 5.25 to 1.00 as of the date of the Credit Agreement and as of June 30, 2021, (ii) 4.75 to 1.00 as of September 30, 2021, (iii) 4.50 to 1.00 as of December 31, 2021, (iv) 4.25 to 1.00 as of March 31, 2022, (v) 4.00 to 1.00 as of June 30, 2022, and (vi) 3.50 to 1.00 as of September 30, 2022 and as of each fiscal quarter end thereafter. Also included in the Credit Agreement is a requirement that the Company maintain a fixed charge coverage ratio (as defined in the Credit Agreement) of not less than (i) 1.20 to 1.00, commencing as of September 30, 2021, and continuing as of each fiscal quarter end thereafter up to and including June 30, 2022, and (ii) 1.25 to 1.00 as of September 30, 2022 and as of each fiscal quarter end thereafter. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, FIB may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The obligations of the Company under the Credit Agreement are secured by all of the assets of the Company and are guaranteed by each of its subsidiaries and secured by the assets thereof. The Company has also obtained a life insurance policy in an amount not less than $5,000 for its President and Chief Executive Officer and provided FIB an assignment of such life insurance policy as collateral. (a) Terms of the Equipment Loan . The Company may borrow under the Equipment Loan on or before April 30, 2022 in the aggregate principal amount of up to $3,000 (the “Equipment Loan Commitment”). The Equipment Loan Commitment will automatically terminate upon the earlier of (x) any funding of the maximum amount of the Equipment Loan Commitment and (y) 5:00 p.m., Indianapolis time, on April 30, 2022. Until April 30, 2022, the Company must pay interest on the amount outstanding under the Equipment Loan at a fixed annual rate of 4.00%. On April 30, 2022, all amounts outstanding under the Equipment Loan will be converted to a term loan and repaid monthly in installments of principal based on a five (b) Terms of the Revolving Facility. The Revolving Facility provides a line of credit for up to $5,000, which the Company may borrow from time to time, subject to the terms of the Credit Agreement, including as may be limited by the amount of the Company’s outstanding eligible receivables. The Revolving Facility requires monthly accrued and unpaid interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4.00%, or (b) the Prime Index (as defined in the Credit Agreement). The Company did not have an outstanding balance on the Revolving Facility as of September 30, 2021. Advances under the Revolving Facility will be used for general working capital purposes of the Company. (c) Terms of the Term Loans: Principal Amount as of date of Credit Monthly Agreement Annual Payment April 30, 2021 Interest Amount Loan Name (000) Rate (000) Maturity Date Use of Proceeds Term Loan 1 $ 3,980 5.20 % $ 36 March 28, 2025 Funded expansion of building on real property in Mount Vernon, IN Term Loan 2 $ 3,571 5.06 % $ 78 July 2, 2023 Funded a portion of the cash consideration for the Seventh Wave Laboratories acquisition Term Loan 3 $ 1,076 5.20 % $ 32 March 28, 2025 Funded equipment needs associated with expansion of real property in Mount Vernon, IN Term Loan 4 $ 1,001 4.63 % $ 20 November 1, 2025 Funded the cash consideration for the Smithers Avanza acquisition Term Loan 5 $ 810 4.00 % $ 17 June 30, 2025 Funded certain capital expenditures Term Loan 6 $ 2,865 4.25 % $ 56 December 31, 2025 Funded certain capital expenditures Term Loan 7 $ 1,263 4.00 % $ 28 June 1, 2025 Financed aspects of the Pre-Clinical Research Services and related real property acquisitions Term Loan 8 $ 1,853 4.00 % $ 12 December 1, 2024 Financed aspects of the Pre-Clinical Research Services and related real property acquisitions Term Loan 9 $ 10,000 3.85 % $ 184 (a) April 30, 2026 Funded a portion of the cash consideration of the Bolder BioPATH merger Term Loan 10 $ 5,000 3.85 % $ 92 (a) April 30, 2026 Funded a portion of the cash consideration of the HistoTox Labs acquisition Term Loan 11 $ 3,622 3.99 % $ 33 June 23, 2022 Refinanced debt with The Huntington Bank for general business purposes Term Loan 12 $ 4,832 (b) 3.85 % $ 10 (c) December 26, 2026 Financed the acquisition of the St. Louis facility and associated expansion (a) See Mandatory Prepayments information below (b) Principal amount as of May 26, 2021 (c) The Monthly payment amount increases to $29 on January 1, 2022 (d) Mandatory Prepayments. Commencing with the fiscal year ending September 30, 2021 and for each fiscal year thereafter until the Term Loan 9 and/or Term Loan 10, in each case, are paid in full, the Company is required to prepay Term Loan 9 and Term Loan 10 on a pro rata basis on the following January 31 st Effective as of September 21, 2021, the Company entered into a Second Amendment to Amended and Restated Credit Agreement (the "Amendment"), which amended the Amended and Restated Credit Agreement between the Company and First Internet Bank of Indiana (“FIB”) as amended (the "Credit Agreement"). Pursuant to the Amendment, FIB consented to the incurrence by the Company of up to $150,000 of indebtedness pursuant to an indenture to be entered into among the Company, BAS Evansville, as guarantor, and U.S. Bank National Association, as trustee (the "Indenture"), and to the guarantee of such indebtedness by BAS Evansville, provided that $18,000 of the proceeds of the issuance of notes under the Indenture were deposited in an account with the Lender and that all remaining proceeds of such issuance were used solely for the purpose of financing the Envigo Acquisition as described in Note 16. The $18,000 cash deposit is included in the restricted cash line item in the Company’s consolidated balance sheet for the year ended September 30, 2021. In addition, the Amendment amended the Credit Agreement to (i) add the notes issued under the Indenture as permitted indebtedness, (ii) exclude Subordinated Debt (as defined in the Credit Agreement) and, through the earlier of (a) a certain determination that the Envigo Acquisition shall not be consummated or (b) March 31, 2022, the indebtedness incurred pursuant to the Indenture from the calculation of the Senior Funded Debt to Adjusted EBITDA Ratio (as defined in the Amendment) and modified the financial ratio covenants to provide for the treatment of operating leases as operating leases (and not capital leases) in the calculation thereof, regardless of the requirements of FASB ASC 842 or other GAAP changes. The Amendment included an agreement by the Company to repay all of its obligations under the Indenture within 90 days following the earlier of (a) a certain determination that the Envigo Acquisition would not be consummated or (b) March 31, 2022. The Company consummated the Envigo Acquisition and repaid all of its obligations under the FIB Credit Facility in November 2021 as described in Note 16. 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 PCRS Acquisition, the Company’s Bronco Research Services subsidiary issued an unsecured subordinated promissory note payable to the PCRS seller in the initial principal amount of $800. The promissory note bears interest at a rate of 4.5% per annum with monthly payments of principal and interest and a maturity date of December 1, 2024. As part of the acquisition of Boulder BioPATH, the Company’s Inotiv Boulder subsidiary, Inotiv Boulder, LLC, issued unsecured subordinated promissory notes payable to the former shareholders of Boulder 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. As consideration for the acquisition of certain assets of BioReliance Corporation, the Company will pay 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 recorded contingent consideration of $640 in the consolidated balance sheets for the year ended September 30, 2021 as described in Notes 2 and 12. PPP Loan On April 23, 2020, the Company was granted a loan (the “Loan”) from Huntington National Bank in the aggregate amount of $5,051, pursuant to the Paycheck Protection Program (PPP) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The terms of the PPP Loan called for repayment of the principal and accrued interest under the Loan in eighteen installments of $283 beginning on November 16, 2020 and continuing monthly until the final payment was due on April 16, 2022. The Company applied for forgiveness of the loan in the amount of $4,851, and on July 16, 2021, received notice from Huntington Bank that the SBA had approved the application for forgiveness of the PPP Loan in the full amount requested. The Company recorded a gain on the extinguishment of debt in the amount of $4,851 included in other income in the consolidated statements of operations for the year ended September 30, 2021. Convertible Senior Notes 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 BAS Evansville (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 common shares per $1,000 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. 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. 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. The convertible feature of the Notes is subject to fair value remeasurement of each balance sheet date due to the level three inputs required in the fair value measurement as described in Note 2. As a result of the fair value remeasurement of the convertible senior notes, the Company recognized a gain of $8,362 included in other income for the year ended September 30, 2021. The weighted-average assumptions used to compute the fair-value of the Notes as of September 30, 2021 is shown below. 2021 Risk-free interest rate 1.20 % Dividend yield — % Volatility of the expected market price of the Company’s common shares 81.10 % Maturity period (years) 6.04 Long-term debt is detailed in the table below. As of September 30: 2021 2020 Term Loan #1 $ 3,888 $ 4,230 Term Loan #2 3,255 4,004 Term Loan #3 963 1,266 Term Loan #4 920 1,115 Term Loan #5 737 920 Term Loan #6 2,590 — Term Loan #7 1,145 1,425 Term Loan #8 1,825 1,891 Term Loan #9 9,395 — Term Loan #10 4,697 — Term Loan #11 3,495 3,748 Term Loan #12 3,275 — Subtotal Term Loans 36,185 18,599 Seller Note – Bolder BioPATH 1,500 — Seller Note – Smithers Avanza 280 650 Seller Note – Preclinical Research Services 685 752 Paycheck protection program loan — 5,051 Convertible Senior Notes 131,673 — 170,323 25,052 Less: Current portion (9,656) (5,991) Less: Debt issue costs not amortized (6,458) (235) Total Long-term debt $ 154,209 $ 18,826 Cash interest payments of $1,267 and $1,039 were made in 2021 and 2020, respectively. The following table summarizes the combined aggregate amount of maturities over the next five fiscal years, excluding the FIB credit facility debt that was repaid in November 2021 as described in Note 16: 2022 2023 2024 2025 2026 Thereafter Total Long-term debt (a) $ 550 $ 363 $ 412 $ 869 $ 270 $ 131,673 $ 134,137 (a) excludes indebtedness to FIB repaid in November 2021. Refer to Note 16 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES Significant components of our deferred tax assets and liabilities are as follows: As of September 30, 2021 2020 Deferred tax assets: Inventory $ 117 $ 85 Accrued compensation and vacation 224 137 Accrued expenses and other — 172 Domestic net operating loss carryforwards 5,277 3,580 Basis difference for intangible assets — 457 Goodwill 138 — Stock compensation expense 501 96 Business Interest Limitation 226 — Leases 94 108 PPP loan expenses — 1,276 Total deferred tax assets 6,577 5,911 Deferred tax liabilities: Prepaid expenses (126) (143) Accrued expenses and other (926) — Basis difference for fixed assets (2,077) (211) Basis difference for intangible assets (2,841) — Goodwill — (141) Total deferred tax liabilities (5,970) (495) Total net deferred tax assets 607 5,416 Valuation allowance for net deferred tax assets (951) (5,557) Net deferred tax liability $ (344) $ (141) Significant components of the provision (benefit) for income taxes are as follows as of the years ended September 30, 2021 and 2020: 2021 2020 Current: Federal $ — $ (31) State and local 7 6 Deferred: Federal (3,902) 143 State and local (881) 29 Income tax (income) expense $ (4,776) $ 147 The effective income tax rate on continuing operations varied from the statutory federal income tax rate as follows: 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Increases (decreases): State and local income taxes, net of Federal tax benefit, if applicable 0.1 % (0.1) % Other nondeductible expenses (24.3) % 1.3 % Goodwill 3.3 % (3.1) Valuation allowance changes from activity 3.3 % (22.3) % Valuation allowance changes from acquisitions (81.4) — Effective income tax rate (78.0) % (3.2) % The U.S. GAAP requires that valuation allowances should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. The Company assess its deferred income taxes to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. The Company’s U.S. tax reporting group has a cumulative three-year prior period loss. The reversal of a deferred tax liability cannot be determined or considered a source of income for valuation allowance purposes where an NOL in the reversal period is limited (“naked credit” deferred tax liability). Therefore, the result is a valuation allowance in excess of net deferred tax assets and a net credit balance. The valuation allowance in fiscal 2021 and 2020 was $951 and $5,557, respectively for the Company’s domestic operations, as the Company does not believe that these deferred tax assets will be realized in the foreseeable future. Payments made in fiscal 2021 and 2020 for income taxes amounted to $8 and $7, respectively. At September 30, 2021, the Company had domestic net operating loss carryforwards for federal tax purposes of $18,637, which expire from September 30, 2033 through 2036 2033 The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon regulatory examination based on the technical merits of the position. The amount of the benefit for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position. There have been no additional gross uncertain tax positions during fiscal 2021 based on any federal or state tax position. The Company is no longer subject to U.S. Federal tax examinations for years before 2017 or state and local for years before 2016, with limited exceptions. For federal purposes, the tax attributes carried forward could be adjusted through the examination process and are subject to examination 3 years from the date of utilization. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act, due to the coronavirus pandemic. Among other things, the legislation provides tax relief for businesses. The Company is still assessing the tax benefit, if any, that it could receive under this legislation. The Company received a PPP loan of $5,051 and applied for forgiveness of $4,851. The Company’s application for the forgiveness of the PPP loan in the amount of $4,851 was approved in July 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION Summary of Equity Plans and Activity In March 2008, the Company's shareholders approved the 2008 Stock Option Plan (the “Plan”) to replace the 1997 Outside Director Stock Option Plan and the 1997 Employee Stock Option Plan. The purpose of the Plan was to promote the Company’s long-term interests by providing a means of attracting and retaining officers, directors and key employees. The Compensation Committee administered the Plan and approved the particular officers, directors or employees eligible for grants. Under the Plan, employees were granted options to purchase common shares at an exercise price equal to the fair market value of the common shares of the end of the trading day prior to the date of the grant. Generally, options granted vest and become exercisable in three equal installments commencing one year from date of grant and expire upon the earlier of the employee’s termination of employment, or ten years from the date of grant. Restricted shares are valued at the average of the high and low sale prices of the Company’s common shares on the day prior to the date of the grant. In March 2018, the Company's shareholders approved the amendment and restatement of the Plan in the form of the Amended and Restated 2018 Equity Incentive Plan, and in March 2020, the shareholders approved a further amendment to increase the number of shares issuable under the amended and restated plan by 700,000 and to make corresponding changes to the number of shares issuable as incentive options and as restricted stock or pursuant to restricted stock units (as amended, the "Equity Plan"). The Company currently grants equity awards from the Equity Plan. The maximum number of new common shares that may be granted under the Equity Plan is 307,759 shares plus the remaining shares from the 2008 Stock Option Plan. At September 30, 2021, 430,063 shares remained available for grants under the Plan. The Company expenses the estimated fair value of stock options 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. Prior to October 1, 2020, stock-based compensation expense was reduced for estimated forfeitures, and if necessary, an adjustment was recognized in future periods if actual forfeitures differed from those estimates. The accounting change was made prospectively; therefore, stock-based compensation for equity grants subsequent to October 1, 2020, will not be reduced for estimated forfeitures as expense will be adjusted in the period that a forfeiture occurs. The Company believes that this accounting change will more accurately account for expense relating to forfeitures. The Company has assessed the cumulative effect of this change in accounting policy and has deemed the impact to be immaterial; therefore, an adjustment has not been recorded to beginning retained earnings. Stock based compensation expense for the fiscal years ended September 30, 2021 and 2020 was $1,786 and $540, respectively. In fiscal 2021, 336,900 options were granted to employees and independent directors. In fiscal 2020, 152,100 options were granted to employees and independent directors. The weighted-average assumptions used to compute the fair value of options granted for the fiscal years ended September 30, 2021 and 2020 were as follows: 2021 2020 Risk-free interest rate 0.93 % 1.36 % Dividend yield — % — % Volatility of the expected market price of the Company’s common shares 70.30 % 76.56 % Expected life of the options (years) 5.95 5.95 A summary of the Company’s stock option activity for all options and related information for the year ended September 30, 2021, is as follows (in thousands except for share prices): Weighted- Weighted- Average Average Remaining Aggregate Options Exercise Contractual Intrinsic (shares) Price Life Value Outstanding - October 1, 2020 712 $ 2.21 7.59 $ 1,939 Granted 337 $ 22.55 Exercised (134) $ 1.83 Forfeited (74) $ 9.98 Expired (9) $ 1.98 Outstanding - September 30, 2021 831 $ 9.82 7.80 $ 17,058 Exercisable at September 30, 2021 356 $ 2.00 6.29 $ 10,075 The aggregate intrinsic value is the product of the total options outstanding and the net positive difference of the Company’s common share price on September 30, 2021 and the options’ exercise price. The total intrinsic value of stock options exercised for fiscal years ended September 30, 2021 and 2020 were $2,503 and $562, respectively. The weighted average estimated fair value of stock options granted for the fiscal years ended September 30, 2021 and 2020 were $13.90 and $3.11 per stock option, respectively. As of September 30, 2021, the total unrecognized compensation cost related to non-vested stock options was $3,813 and is expected to be recognized over a weighted-average service period of 2.5 years. During the year ended September 30, 2021, the Company granted a total of 150,150 restricted shares to officers, outside directors and employees. A summary of the Company’s restricted share activity for the year ended September 30, 2021 is as follows (in thousands except for share prices): Weighted- Average Restricted Grant Date Shares Fair Value Outstanding – September 30, 2020 128 $ 3.88 Granted 150 $ 10.50 Vested (20) $ 1.99 Forfeited (21) $ 6.80 Outstanding – September 30, 2021 237 $ 7.96 As of September 30, 2021, the total unrecognized compensation cost related to unvested restricted stock was $1,049 and is expected to be recognized over a weighted-average service period of 1.5 years. The total fair value of the restricted shares granted during the year ended September 30, 2021 was $1,576. On November 4, 2021, the Company's shareholders approved an amendment to the Company's 2018 Equity Incentive Plan to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to the plan as described in Note 16. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Sep. 30, 2021 | |
RETIREMENT PLAN | |
RETIREMENT PLAN | 10. RETIREMENT PLAN The Company has a 401(k) Retirement Plan (the “Plan”) covering all employees with at least 90 days of service. Under the terms of the Plan, the Company matches 50% of the first 6% of the employee contribution. The Plan also includes provisions for various contributions which may be instituted at the discretion of the Board of Directors. The contribution made by the participant may not exceed the annual limits set by the IRS. Contribution expense was $852 and $538 in fiscal 2021 and 2020, respectively. The contribution expense increased primarily due to growth in overall headcount through organic growth and the acquisitions in fiscal 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Sep. 30, 2021 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 12. BUSINESS COMBINATIONS The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will initially 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. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. PCRS acquisition Overview On November 8, 2019, the Company and Bronco Research Services LLC, a wholly owned subsidiary of the Company (the “PCRS Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pre-Clinical Research Services, Inc., a Colorado corporation (the “PCRS Seller”), and its shareholder. Pursuant to the Purchase Agreement, on December 1, 2019, the Company indirectly acquired (the “PCRS Acquisition”) substantially all of the assets of PCRS Seller used or useful by PCRS Seller in connection with PCRS Seller's provision of GLP and non-GLP preclinical testing for the pharmaceutical and medical device industries. The total consideration for the PCRS Acquisition was $5,857, which consisted of $1,500 in cash, subject to certain adjustments, 240,000 of the Company’s common shares valued at $1,133 using the closing price of the Company’s common shares on November 29, 2019 and an unsecured promissory note in the initial principal amount of $800 made by PCRS Purchaser. The promissory note bears interest at 4.5%. The Company also purchased certain real property located in Fort Collins, Colorado, comprising the main facility for the PCRS Seller’s business and additional property located next to the facility available for future expansion, for $2,500. The Company funded the cash portion of the purchase price for the PCRS Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB, as described in Note 7. As contemplated by the Purchase Agreement, the Company also entered into a lease arrangement for an ancillary property used by PCRS Seller’s business, located in Livermore, Colorado. Accounting for the Transaction Results are included in the Company’s results from the acquisition date of December 1, 2019. The Company’s allocation of the $5,857 purchase price to PCRS Purchaser’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of December 1, 2019, is included in the table below. 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 is deductible for tax purposes. The purchase price allocation as of September 30, 2021 was as follows: Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 578 Property and equipment 2,836 Unbilled revenues 162 Prepaid expenses 27 Intangible assets 2,081 Goodwill 751 Accounts payable (109) Accrued expenses (118) Customer advances (351) $ 5,857 The allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment. The Company incurred transaction costs of $248 for the twelve months ended September 30, 2020 related to the PCRS Acquisition. These costs were expensed as incurred and were primarily recorded as selling, general, and administrative expenses on the Company’s consolidated statements of operations. PCRS Purchaser recorded revenues of $7,770 and $4,780 and net income of $177 and $176 for the twelve-month periods ending September 30, 2021 and 2020, respectively. 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. The Company recognized transaction costs related to the acquisition of HistoTox Labs of $576 for the twelve months ended September 30, 2021. These costs were associated with legal and professional services related to the acquisition and are reflected within general and administrative expenses in the Company’s consolidated statements of operations. HistoTox Labs and Bolder BioPATH (discussed below) were combined into one business unit and recorded combined revenues of $11,343 and combined net income of $2,017 from their respective dates of acquisition that are included in the Company’s consolidated statements of operations for the twelve months ending September 30, 2021. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2021. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, income taxes, goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no 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. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 982 Unbilled revenues 337 Operating lease ROU asset (i) 2,239 Property and equipment 4,021 Intangible assets 8,500 Other assets 25 Goodwill (ii) 9,129 Accounts payable (132) Accrued expenses (266) Customer advances (207) Operating lease liability (i) (2,239) $ 22,389 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. The allocation of the preliminary purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. 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 primarily 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 8 years for customer relationships and 5 years for the non-compete agreement 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 September 30, 2021 is based on preliminary assumptions which are subject to change as we complete the valuation procedures. 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 $10,804 is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s Services 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 net working capital adjustment receivable of approximately $970, 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. The Company recognized transaction costs related to the acquisition of Bolder BioPATH of $584 for the twelve months ended September 30, 2021. These costs were associated with legal and professional services related to the acquisition and are reflected within general and administrative expenses in the Company’s consolidated statements of operations. 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. Subsequent to the establishment of the deferred tax liability as of the opening balance sheet, the Company reversed a portion of its pre-existing valuation allowance and recognized an income tax benefit of approximately $4,867 in the statement of operations for the year ended September 30, 2021. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2021. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, income taxes, goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no 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. In the fourth quarter of Fiscal 2021, the Company recognized a decrease of $970 to goodwill and a decrease of $970 in total consideration related to the Bolder BioPATH acquisition. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 2,258 Unbilled revenues 1,798 Prepaid expenses 6 Operating lease ROU asset (i) 2,750 Property and equipment 6,609 Intangible asset 12,500 Other assets 70 Goodwill (ii) 36,223 Accounts payable (159) Accrued expenses (294) Deferred revenue (662) Deferred tax liability (4,867) Operating lease liability (i) (2,750) $ 53,482 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. The allocation of the preliminary purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. 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. The fair value of intangible assets as of September 30, 2021 is based on preliminary assumptions which are subject to change as we complete the valuation procedures. The intangible asset acquired relates to customer relationships. The acquired definite-lived intangible asset is being amortized over a weighted-average estimated useful life of approximately 8 years on a straight-line basis. The estimated fair value of the identifiable intangible asset was 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 the intangible asset as of September 30, 2021 is based on preliminary assumptions which are subject to change as the Company completes its valuation procedures. 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 none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s Services segment. Gateway acquisition Overview 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. The Company recognized transaction costs related to the acquisition of Gateway of $93 for the twelve months ended September 30, 2021. These costs were associated with legal and professional services related to the acquisition and are reflected within general and administrative expenses in the Company’s consolidated statement of operations. 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 Gateway Laboratories acquisition as a result of book-to-tax differences primarily related to the customer relationship intangible and property and equipment. Subsequent to the establishment of the deferred tax liability as of the opening balance sheet, the Company reversed a portion of its pre-existing valuation allowance and recognized an income tax benefit of approximately $118 in the statement of operations for the year ended September 30, 2021. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2021. 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 no 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. 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 none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s Services segment. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 422 Operating lease ROU asset (i) 120 Property and equipment 359 Intangible asset 100 Other assets 9 Goodwill (ii) 2,207 Accounts payable (54) Accrued expenses (72) Deferred tax liability (118) Operating lease liability (i) (120) $ 2,853 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. The allocation of the preliminary purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. BioReliance acquisition Overview acquisition of certain assets of to further expand its service offerings to include in genetic toxicology services. The assets acquired consisted of fixed assets and an intangible asset related to customer relationships. The Company did not incur any transaction costs related to the acquisition of BioReliance for the twelve months ended September 30, 2021. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2021. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, income taxes, goodwill, and contingent consideration, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no 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. Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Property and equipment $ 175 Intangible asset 640 $ 815 Pro Forma Results The Company’s unaudited supplemental pro forma results of operations for the twelve months ended September 30, 2021 and 2020 assuming the PCRS, HistoTox Labs and Bolder BioPATH acquisitions had occurred as of October 1, 2019 are presented for comparative purposes below. These amounts are based on available information of the results of operations of the Sellers’ operations prior to the acquisition dates and are not necessarily indicative of what the results of operations would have been had the acquisitions been completed on October 1, 2019. The acquisitions related to BioReliance and Gateway were deemed to not be material to the Company’s results of operations for the twelve months ended September 20, 2021 and 2020 and therefore are not included in the information below. The unaudited supplemental pro forma information is as follows: Twelve Months Twelve Months Ended Ended September 30, 2021 September 30, 2020 Total revenues $ 104,084 $ 81,739 Net income 8,741 335 The following pro-forma adjustments have been made to reflect the impact of the acquisition of HistoTox Labs and Bolder BioPATH and the associated financing transactions: ● Elimination of sales and costs of sales related to transactions between HistoTox Labs and Bolder BioPATH ● Recognition of incremental depreciations expense, reflected in cost of sales, related to the increase in fair value of the property and equipment based on the estimated fair value of the property and equipment and amortization expense, reflected in selling general and administrative expenses, related to the estimated fair value of the acquired intangible assets. Depreciation expense for the step up in fair value of the property, plant and equipment and amortization of intangible assets are recognized on a straight-line basis over weighted average useful lives of approximately 6 years and 8 years , respectively. ● Record transaction expense of $1,128 during the year ended September 30, 2020, which is reflected in selling general and administrative expenses ● Recognition of $302 incremental interest expense and amortization of deferred financing costs associated with the financing of the acquisitions partially offset by the removal of previously recorded interest expense for debt that was not acquired. ● Subsequent to the establishment of the deferred tax liability as of the opening balance sheet, the Company reversed a portion of its pre-existing valuation allowance and recognized an income tax benefit of approximately $4,867 related to Bolder BioPATH in the statement of operations for the year ended September 30, 2020, assuming the acquisition had been completed on October 1, 2019. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2021 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 13. SEGMENT INFORMATION The Company operates in two principal segments - research services and research products. The Services segment provides research and development support on a contract basis directly to pharmaceutical companies. The Products segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. The accounting policies of these segments are the same as those described in the summary of significant accounting policies found in Note 2. (a) Operating Segments Fiscal Year Ended September 30, 2021 2020 Revenue: Service $ 85,832 $ 57,177 Product 3,773 3,292 $ 89,605 $ 60,469 Operating Income (Loss) Service $ 13,986 $ 8,210 Product 202 (437) Unallocated corporate (19,806) (10,836) $ (5,618) $ (3,063) Interest expense (1,683) (1,490) Other income 13,420 15 Income (loss) before income taxes $ 6,119 $ (4,538) As of September 30, Fiscal Year Ended September 30, 2021 2020 2021 2020 Identifiable assets: Depreciation Services $ 161,805 $ 54,480 Services $ 5,320 $ 3,272 Products 1,772 1,535 Products 34 23 Unallocated corporate 158,279 5,578 Unallocated corporate 914 779 $ 321,856 $ 61,593 $ 6,268 $ 4,074 Goodwill, net: Capital expenditures: Services $ 51,927 $ 4,368 Services $ 12,241 $ 4,781 Products — — Products 28 9 Unallocated corporate — — Unallocated corporate 203 1,410 $ 51,927 $ 4,368 $ 12,472 $ 6,200 (b) Geographic Information Fiscal Year Ended September 30, 2021 2020 Sales to External Customers: United States $ 85,272 $ 56,253 Other North America 143 148 Pacific Rim 2,040 2,826 Europe 1,795 1,207 Other 355 35 $ 89,605 $ 60,469 (c) Major Clients Sales are predominately to customers located principally in the United States. The Company extends trade credit to its customers on terms that are generally practiced in the industry. As of and for the years ended September 30, 2021 and 2020, no customers accounted for more than 10 percent of sales or accounts receivable. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 14. ACCRUED EXPENSES As part of a fiscal 2012 restructuring, the Company accrued for lease payments at the cease use date for its United Kingdom facility and have considered free rent, sublease rentals and the number of days it would take to restore the space to its original condition prior to improvements. Based on these matters, the Company had a $1,117 reserve for lease related costs and for legal and professional fees and other costs to remove improvements previously made to the facility. During fiscal 2021, the Company released all of the remaining reserve for lease related liabilities. At September 30, 2021 and September 30, 2020, respectively, the Company had $0 and $168 reserved for the remaining liability. The reserve was classified as a current liability on the consolidated balance sheets as of September 30, 2020. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2021 | |
RELATED-PARTY TRANSACTIONS | |
RELATED-PARTY TRANSACTIONS | 15. RELATED-PARTY TRANSACTIONS In April 2017, the Company renewed a consulting agreement with a shareholder, incurring $73 and $76 in fees and reimbursed travel costs in fiscal 2021 and fiscal 2020, respectively. Additionally, the Company has a consulting agreement with LS Associates by which the Company paid consulting fees of $86 and $64 in fiscal 2021 and fiscal 2020, respectively. LS Associates is owned in part by the Company’s CEO, Robert W. Leasure Jr. The Company received consulting services form LS Associates prior to Mr. Leasure being elected as CEO and continues to use services of the consulting firm on an as needed basis. The Company leased space from SWL Properties, LLC. SWL Properties is owned by two current employees, one of which is an officer, and one former employee of the company. The lease term was seven years, with the possibility of extension for two successive terms of seven years each. The Company purchased the building in May 2021 as the lease included an option to purchase the building during the first five years of the lease at fair market value. The lease was reflected as a financing lease on the balance sheets as of September 30, 2020. Lease expense incurred was $260 and $390 in fiscal years 2021 and 2020, respectively. The Company has an unsecured promissory note in the initial principal amount of $800 made by PCRS Purchaser, in favor of Don Maul, who is an affiliate of the Company. See description of promissory note in Note 7. In addition, the affiliate leases space to the Company. The initial term of the lease is five years The Company has unsecured subordinated promissory notes in an aggregate principal amount of $1,500 payable to the former shareholders of Boulder BioPATH, who are affiliates of the Company. See description of the promissory notes in Note 7. The Company sub-leases space to the prior owner of HistoTox Labs. The Company purchased HistoTox Labs in April 2021 as described in Note 12. The Company recorded $20 of rental income related to the sub-lease in fiscal 2021. Additionally, the Company has a consulting agreement with the prior owner of HistoTox Labs by which the Company paid consulting fees of $100 in fiscal 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS in vivo twenty On October 4, 2021, the Company entered into a Third Amendment to Amended and Restated Credit Agreement, which amended the Amended and Restated Credit Agreement between the Company and First Internet Bank of Indiana (“FIB”), as amended. Pursuant to the Amendment, FIB consented to the acquisition by the Company of Plato by merger of Plato 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 Amendment amended the Credit Agreement to (i) add the promissory notes to be issued to former Plato shareholders in the Plato Acquisition as permitted indebtedness, which notes will be issued by the surviving company, guaranteed by the Company and subordinated in favor of the Lender, and (ii) add references to the Plato Acquisition to certain provisions of the Credit Agreement relating to subordination agreements, representations and warranties, and certain covenants to permit the Plato Acquisition to occur. The Amendment includes agreements by the Company to obtain certain landlord waivers within 30 days of the closing of the Plato Acquisition and to deliver to the Lender signed subordination agreements. On November 5, 2021, the Company repaid all indebtedness and terminated the credit agreement related to the FIB credit facility as described in Note 7. 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 Common 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 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 to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to the plan. On November 4, 2021, the Company’s shareholders approved, among other matters, the issuance of Inotiv common shares to the stockholders and option holders of Envigo RMS Holding Corp. (“Envigo”) in connection with the acquisition of Envigo by merger of Envigo with a newly formed, wholly owned subsidiary of the Company. Approval of this matter by the Inotiv shareholders was a condition to the closing of the Envigo acquisition. On November 5, 2021, the Company completed the Envigo Acquisition of all outstanding Envigo stock by merger of a wholly owned subsidiary of the Company with and into Envigo. Envigo is primarily a products business that provides research-quality animals for use in laboratory tests, as well as standard and custom laboratory animal diets and bedding and other associated services for contract research organizations, biopharmaceutical companies, universities, governments and other research organizations. Envigo provides our customers with laboratory animals used in basic research and product development and non-clinical testing of compounds to support the development and approval of new medicines. Utilizing its portfolio of products, Envigo enables our customers to create a more flexible product development model and reduce their costs, enhance their productivity, and increase speed to market. Envigo's vision, working together to build a healthier and safer world, includes helping our customers meet certain regulatory requirements in order to bring life-saving and life-enhancing new medicines to patients. The aggregate consideration paid to the holders of outstanding capital stock in Envigo in the merger consisted of $205,200 in base cash consideration, plus preliminary estimated net working capital adjustments paid in cash of approximately $13,000 and 8,245,918 Inotiv common shares issued as of the date of the transaction, which were valued at the Company’s opening stock price of . Additionally, there were 790,620 common shares issuable upon the exercise of certain Envigo stock options that were assumed by the Company in the transaction and were valued at $44.80 per share utilizing a Black-Scholes option valuation model. A portion of those stock options were included within the consideration transferred of approximately $19,500 , while the remaining options, and some cash considerations, were included as post-combination expense. The total consideration transferred, as well as the valuation of assets acquired and liabilities assumed, has not yet been finalized and the purchase price allocation has not yet been completed. Significant, relevant information needed to complete the initial accounting is not available because the valuation of assets acquired and liabilities assumed is not complete. As a result, determining these values is not practicable, and we are unable to disclose these values or provide other related disclosures at this time. The amounts will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. The Company recorded transaction costs of $4,124 related to the Envigo acquisition for the year ended September 30, 2021. On November 5, 2021, pursuant to the Merger Agreement, the Company issued 8,245,918 of the Company’s common shares to the stockholders of Envigo at the closing of the Envigo Acquisition. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder as sales by an issuer not involving any public offering. On November 5, 2021, pursuant to the Merger Agreement, the Company entered into a Shareholders Agreement with certain stockholders of Envigo. On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement. On November 5, 2021, Richard A. Johnson, Ph.D. tendered his resignation as a director of the Company, to be effective automatically upon notice to Dr. Johnson from the Company that the Board is prepared to elect the Approved Director as provided in the Shareholders Agreement. On November 5, 2021, the Company repaid all indebtedness related to the FIB credit facility as described in Note 7. On November 5, 2021, the Company, certain of subsidiaries of the Company, the lenders party thereto, and Jefferies Finance LLC, as administrative agent, entered into a Credit Agreement (the “New Credit Agreement”). The New Credit Agreement provides for a term loan facility in the original principal amount of $165 million, a delayed draw term loan facility in the original principal amount of $35 million (available to be drawn up to 18 months from the date of the New Credit Agreement), and a revolving loan facility in the original principal amount of $15 million. In addition, the New Credit Agreement provides for an aggregate combined increase of the revolving loan facility and the term loan facility of up to $25,000 , 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 facility. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, the Company disaggregates its revenue from clients into three revenue streams, service revenue, product revenue and royalties. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. In accordance with ASC 606, the Company determines appropriate revenue recognition by completing the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as the Company satisfies a performance obligation. Service revenue 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. 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 consolidated balance sheets. Unbilled revenues represent revenues earned under contracts in advance of billings. Archive services provide climate controlled archiving for client’s 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. Product revenue The Company’s 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. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue, are recognized ratably over the applicable maintenance period and are included in customer advances on the consolidated balance sheet. Royalty revenue The Company has an agreement with Teva Pharmaceuticals (formerly Biocraft Laboratories, Inc,) which manufactures and markets pharmaceutical products. The Company receives royalties in accordance with sales of certain pharmaceuticals that Teva manufactures and sells. The royalties are received on a quarterly basis and the revenue is recognized over the quarter as earned. Royalty revenue is included in service revenue on the consolidated statements of operations. Total royalty revenue recognized was $377 and $641 in the years ended September 30, 2021 and 2020, respectively. The following table presents changes in the Company’s contract assets for the years ended September 30, 2021 and 2020. The contract assets are included in the unbilled revenues line item on the consolidated balance sheets for the years ended September 30, 2021 and 2020. Fiscal year ended September 30, 2021 2020 Opening balance $ 1,879 $ 2,119 Additions 6,985 2,511 Deductions (2,670) (2,751) Ending balance $ 6,194 $ 1,879 The following table presents changes in the Company’s contract liabilities for the years ended September 30, 2021 and 2020. The contract liabilities are included in the customer advances line item on the consolidated balance sheets for the years ended September 30, 2021 and 2020. Fiscal year ended September 30, 2021 2020 Opening balance $ 11,392 $ 6,726 Additions 208,377 106,956 Deductions (193,155) (102,290) Ending balance $ 26,614 $ 11,392 |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, cash in the bank deposit may exceed federally insured limits. |
Restricted Cash | Restricted Cash Restricted cash generally consists of amounts held by our creditors. For the year ended September 30, 2021, the Company had $18,000 of restricted cash held by First Internet Bank of Indiana pursuant to its credit facility with the Company. |
Accounts Receivable | Accounts Receivable The Company evaluates the creditworthiness of its customers on a periodic basis, monitors economic conditions, and calculates allowances for estimated credit losses on its trade receivables on a quarterly basis using an expected credit loss model. The Company assesses whether collectability is probable at the time of sale and on an ongoing basis. Collateral is generally not required. The risk associated with this concentration is mitigated by the Company’s ongoing credit-review procedures. The Company’s allowance for doubtful accounts was $668 and $561 at September 30, 2021 and 2020, respectively. A summary of activity in our allowance for doubtful accounts is as follows: Fiscal year ended September 30, 2021 2020 Opening balance $ 561 $ 1,759 Charged to expense 208 180 Uncollectible invoices written off (77) (1,378) Amounts collected (24) — Ending balance $ 668 $ 561 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) cost method of accounting. The Company evaluates inventory on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete, we provide a reserve. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates the estimate of future demand. A summary of activity in our inventory obsolescence is as follows for the years ended September 30, 2021 and 2020: Fiscal year ended September 30, 2021 2020 Opening balance $ 177 $ 198 Provision for slow moving and obsolescence 10 84 Write-off of obsolete and slow moving inventory (47) (105) Closing balance $ 140 $ 177 |
Property and Equipment | Property and Equipment The Company records property and equipment acquired as part of business combinations at fair value while other property and equipment is recorded at cost, including interest capitalized during the period of construction of major facilities. Depreciation, including amortization on capital leases, is computed using the straight-line method over the estimated useful lives of the assets, which we estimate to be: buildings and improvements, 34 to 40 years; machinery and equipment, 5 to 10 years, and office furniture and fixtures, 10 years. Expenditures for maintenance and repairs are expensed as incurred unless the life of the asset is extended beyond one year, which would qualify for asset treatment. Depreciation and amortization expense was $6,268 in fiscal 2021 and $4,074 in fiscal 2020. Property and equipment, net, as of September 30, 2021 and 2020 consisted of the following: As of September 30, 2021 2020 Land and improvements $ 2,276 $ 1,755 Buildings and improvements 40,169 29,813 Machinery and equipment 36,743 27,500 Office furniture and fixtures 1,338 828 Construction in progress 3,725 718 84,251 60,614 Less: accumulated depreciation (36,273) (31,885) Net property and equipment $ 47,978 $ 28,729 |
Right-of-use assets | Right-of-use assets The Company records a 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 balance sheet. 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. |
Long-Lived Assets including Goodwill | Long-Lived Assets including Goodwill Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized of the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company carries goodwill at cost and is not amortized. The Company reviews goodwill for impairment on an annual basis and when impairment indicators are present in accordance with ASC 350, Intangibles- Goodwill and Other. Goodwill may be impaired if the carrying amount of a reporting unit exceeds the fair value of that reporting unit, calculated as based on discounted cash flows. An impairment charge would be recorded for the excess, if any, of the reporting unit's carrying amount over its fair value, but not to exceed the total amount of goodwill allocated to the reporting unit. The estimated fair value, and any potential impairment, is based on a number of assumptions, including, but not limited to, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other relevant entity-specific events, events affecting a reporting unit and, if applicable, a sustained decrease in share price. Changes in these estimates or a continued decline in general economic conditions could change our conclusion regarding an impairment of goodwill and potentially result in a non-cash impairment loss in a future period. The assumptions used in our impairment testing could be adversely affected by certain risks. The Company had one reporting unit with goodwill at September 30, 2021, our Services business, which is included in our Services operating segment based on the discrete financial information available, which is reviewed by management. An annual goodwill impairment assessment was performed for the Services reporting unit at September 30, 2021 and there was no indication of impairment. There have been no significant events since the timing of our impairment assessment that would have triggered additional impairment testing after fiscal year-end. Other intangible assets with definite lives are stated at cost and are amortized on a straight-line basis over their estimated useful lives. All intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented, or exchanged, are recognized as an asset apart from goodwill. Goodwill is not amortized . Goodwill Balance as of October 1, 2019 $ 3,617 Acquisition of PCRS 751 Balance as of September 30, 2020 $ 4,368 Acquisition of HistoTox Labs 9,129 Acquisition of Bolder BioPATH 36,223 Acquisition of Gateway Laboratories 2,207 Balance as of September 30, 2021 $ 51,927 At September 30, 2021, the intangible assets subject to amortization totaled $24,233 as compared to $4,261 at September 30, 2020. The increase in intangible assets is due to the HistoTox Labs, Bolder BioPATH, BioReliance and Gateway Laboratories acquisitions as described in Note 12. The changes in the balances of the intangible assets for the years ended September 30, 2021 and 2020 are as follows: Client Non-Compete Trademarks Relationships Agreements Backlog Patents Totals Balance as of October 1, 2019 $ 1,072 $ 1,670 $ 131 $ — $ 10 $ 2,883 Acquisition of PCRS 460 1,280 220 121 — 2,081 Amortization (103) (380) (93) (121) (6) (703) Balance as of September 30, 2020 $ 1,429 $ 2,570 $ 258 $ — $ 4 $ 4,261 Acquisition of HistoTox Labs — 6,800 1,700 — — 8,500 Acquisition of Bolder BioPATH — 12,500 — — — 12,500 Acquisition of BioReliance — 640 — — — 640 Acquisition of Gateway Laboratories — 100 — — — 100 Amortization (109) (1,413) (244) — (2) (1,768) Balance as of September 30, 2021 $ 1,320 $ 21,197 $ 1,714 $ — $ 2 $ 24,233 Future amortization expense for intangible assets at September 30, 2021 for the next five years and a total, thereafter, are as follows: 2022 2023 2024 2025 2026 Thereafter Totals Trademarks 109 109 109 108 108 777 1,320 Client Relationships 2,913 2,913 2,912 2,912 2,851 6,696 21,197 Non-Compete Agreements 431 395 349 340 199 — 1,714 Patents 2 — — — — — 2 $ 3,455 $ 3,417 $ 3,370 $ 3,360 $ 3,158 $ 7,473 $ 24,233 |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock option plan and an equity incentive plan for officers, outside directors and employees, which are described more fully in Note 9. In accordance with ASC 718, the Company recognizes the cost resulting from all share-based payment transactions in our financial statements using a fair-value based method. Compensation cost for all share-based awards are measured based on estimated fair values and compensation is recognized over the vesting period for awards. The Company uses the Black-Scholes option valuation model to determine the grant date fair value. The determination of fair value is affected by our common share price as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. We estimated the following key assumptions for the binomial valuation calculation: ● Risk-free interest rate . The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant for the expected term of the option. ● Expected volatility . The Company uses our historical share price volatility on our common shares for our expected volatility assumption. ● Expected term . The expected term represents the weighted-average period the stock options are expected to remain outstanding. The expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior. ● Expected dividends . The Company assumes that we will pay no dividends. The Company expenses the estimated fair value of stock options 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. Prior to October 1, 2020, stock-based compensation expense was reduced for estimated forfeitures, and if necessary, an adjustment was recognized in future periods if actual forfeitures differed from those estimates. The accounting change was made prospectively; therefore, stock-based compensation for equity grants subsequent to October 1, 2020, will not be reduced for estimated forfeitures as expense will be adjusted in the period that a forfeiture occurs. The Company believes that this accounting change will more accurately account for expense relating to forfeitures. The Company has assessed the cumulative effect of this change in accounting policy and has deemed the impact to be immaterial; therefore, an adjustment has not been recorded to beginning retained earnings. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized 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. Deferred tax assets and liabilities are measured 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record valuation allowances based on a determination of the expected realization of tax assets. The Company may recognize 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 amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon settlement of the position. The Company records interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense. Any changes in the liability for uncertain tax positions would impact our effective tax rate. We do not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of the Fair Value Measurements and Disclosure Topic defines fair value, establishes a consistent framework for measuring fair value and provides 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. The carrying amounts for cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other assets, accounts payable and other accruals approximate their fair values because of their nature and respective duration. The carrying value of the credit facility approximates fair value as it was amended during fiscal year 2021 and subsequent to the amendment, there have been no factors that would indicate a change in the carrying value. As of September 30, 2021, the Company had $54,922 in long-term debt related to the conversion feature of convertible senior notes that were issued on September 27, 2021, as well as $640 of contingent consideration related to the BioReliance acquisition that are each subject to fair value measurement on a recurring basis as they include unobservable and significant inputs in each of the fair value determinations. The Company used a Black-Scholes model to value the embedded derivative convertible feature of the notes at September 30, 2021, and the inputs used included a volatility of 81.1%, risk-free interest rate of 1.195% and maturity period of 6.04 years. As a result of the fair value remeasurement of the convertible senior notes, the Company recognized a gain of $8,362 included in other income for the year ended September 30, 2021. 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 (see Note 7). As of September 30, 2020, the Company did not have any financial assets or liabilities measured at fair value on a recurring basis. The changes in the balances of the level three financial instruments for the year ended September 30, 2021 is as follows: Contingent Convertible Consideration Notes Totals Balance as of September 30, 2020 $ — $ — $ — Contingent consideration related to BioReliance acquisition 640 — 640 Convertible senior notes — 63,284 63,284 Fair value adjustment of convertible senior notes — (8,362) (8,362) Balance as of September 30, 2021 $ 640 $ 54,922 $ 55,562 |
Convertible Debt and Derivatives | Convertible Debt and Derivatives On September 27, 2021, the Company issued $140,000 principal amount of its 3.25% Convertible Senior Notes (“Notes”) due 2027. The Notes were issued pursuant to, and are governed by, an indenture, dated as of September 27, 2021, among the Company, BAS Evansville, Inc. ("BAS Evansville"), as secured term loan facility, to fund the cash portion of the purchase price of the acquisition of Envigo RMS Holding Corp., including related fees and expenses. In accordance with ASC 815, the Company evaluated the convertible feature of the Notes to determine if it was required to be bifurcated as an embedded derivative. The significant and unobservable inputs used in the measurement of the convertible senior notes as well as the balances for the year ending September 30, 2021 are described above. As a result of the fair value remeasurement of the convertible senior notes, the Company recognized a gain of $8,362 included in other income for the year ended September 30, 2021 The Company recorded $131,673 of long-term debt related to the Notes in the consolidated balance sheets for the year ended September 30, 2021, which included $54,922 related to the fair value of the conversion feature. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates as part of the issuance of these consolidated financial statements include but are not limited to the determination of fair values including derivatives and contingent consideration, allowance for doubtful accounts, inventory obsolescence, deferred tax valuations, depreciation, impairment charges and stock compensation. Our actual results could differ from those estimates. |
Research and Development | Research and Development In fiscal 2021 and 2020, the Company incurred $405 and $617, respectively, on research and development. Separate from our contract research services business, we maintain applications research and development to enhance our products business. The Company expenses research and development costs as incurred. |
Startup costs | Startup costs Costs related to the development and initiation of new service offerings that are not revenue generating at this time are shown on a new line in the consolidated statements of operations identified as startup costs. These expenses include, but are not limited to, employee compensation expenses, travel expenses, relocation fees, and recruiting expenses. While certain of these costs are one-time in nature, there are certain costs (e.g. employee compensation expenses) that will be expected to recur once the new offerings are revenue generating at which time the related costs will be reclassified on the consolidated statements of operations. Certain prior period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. The Company expenses startup costs as incurred. In fiscal 2021 and 2020, the Company incurred startup costs of $1,477 and $333, respectively. |
Debt issuance costs | Debt issuance costs The Company capitalizes costs associated with the issuance of debt and amortizes them as additional interest expense over the lives of the debt on a straight-line basis, which approximates the effective interest method. The Company believes the difference between the straight-line basis and the effective interest method is not material to the consolidated financial statements. Debt issuance costs of $6,458 and $235, as of September 30, 2021 and 2020, respectively, were netted with long-term debt less current portion on the consolidated balance sheets. Debt issuance costs paid in the years ending September 30, 2021 and 2020 were $6,223 and $127, respectively. Upon prepayment of the related debt, the Company accelerates the recognition of an appropriate amount of the costs as refinancing or extinguishment of debt. |
New Accounting Pronouncements | In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 “ Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument the Company on October 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. On October 1, 2019, the Company adopted ASU 2016-02, Leases In August 2020, the FASB issued ASU No. 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). In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income taxes The previous guidance in ASC 740-10-25-4 prohibited recognition of a DTA for a subsequent step-up in the tax basis of goodwill that is related to the portion of goodwill from a prior business combination for which a DTL was not initially recognized an entity can consider a list of factors in determining whether the step-up in tax basis is related to the business combination that caused the initial recognition of goodwill or to a separate transaction. The amendments are effective for public business entities for fiscal years beginning after December 15, 2020. The Company does In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is still evaluating the potential impact |
Building Lease | Building Lease The Lease Agreement with Cook Biotech, Inc. (“lessee”) for a portion of the Company’s headquarters facility is recorded as an operating lease with the escalating rents being recognized on a straight-line basis once the lessee took full possession of the space on May 1, 2015 through the end of the lease on December 31, 2024. The straight-line rents of $53 per month are recorded as a reduction to general and administrative expenses on the consolidated statements of operations and other accounts receivable on the consolidated balance sheets. The cash rent received is recorded in lease rent receivable on the consolidated balance sheets. The variance between the straight-line rents recognized and the actual cash rents received will net to zero by the end of the agreement on December 31, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of changes in contract assets and liabilities | Fiscal year ended September 30, 2021 2020 Opening balance $ 1,879 $ 2,119 Additions 6,985 2,511 Deductions (2,670) (2,751) Ending balance $ 6,194 $ 1,879 Fiscal year ended September 30, 2021 2020 Opening balance $ 11,392 $ 6,726 Additions 208,377 106,956 Deductions (193,155) (102,290) Ending balance $ 26,614 $ 11,392 |
Summary of activity in allowance for doubtful accounts | Fiscal year ended September 30, 2021 2020 Opening balance $ 561 $ 1,759 Charged to expense 208 180 Uncollectible invoices written off (77) (1,378) Amounts collected (24) — Ending balance $ 668 $ 561 |
Summary of activity in inventory obsolescence | Fiscal year ended September 30, 2021 2020 Opening balance $ 177 $ 198 Provision for slow moving and obsolescence 10 84 Write-off of obsolete and slow moving inventory (47) (105) Closing balance $ 140 $ 177 |
Schedule of property, plant and equipment, net | As of September 30, 2021 2020 Land and improvements $ 2,276 $ 1,755 Buildings and improvements 40,169 29,813 Machinery and equipment 36,743 27,500 Office furniture and fixtures 1,338 828 Construction in progress 3,725 718 84,251 60,614 Less: accumulated depreciation (36,273) (31,885) Net property and equipment $ 47,978 $ 28,729 |
Schedule of changes in goodwill | Goodwill Balance as of October 1, 2019 $ 3,617 Acquisition of PCRS 751 Balance as of September 30, 2020 $ 4,368 Acquisition of HistoTox Labs 9,129 Acquisition of Bolder BioPATH 36,223 Acquisition of Gateway Laboratories 2,207 Balance as of September 30, 2021 $ 51,927 |
Schedule of changes in the balances of intangible assets | Client Non-Compete Trademarks Relationships Agreements Backlog Patents Totals Balance as of October 1, 2019 $ 1,072 $ 1,670 $ 131 $ — $ 10 $ 2,883 Acquisition of PCRS 460 1,280 220 121 — 2,081 Amortization (103) (380) (93) (121) (6) (703) Balance as of September 30, 2020 $ 1,429 $ 2,570 $ 258 $ — $ 4 $ 4,261 Acquisition of HistoTox Labs — 6,800 1,700 — — 8,500 Acquisition of Bolder BioPATH — 12,500 — — — 12,500 Acquisition of BioReliance — 640 — — — 640 Acquisition of Gateway Laboratories — 100 — — — 100 Amortization (109) (1,413) (244) — (2) (1,768) Balance as of September 30, 2021 $ 1,320 $ 21,197 $ 1,714 $ — $ 2 $ 24,233 |
Schedule of future amortization expense | Future amortization expense for intangible assets at September 30, 2021 for the next five years and a total, thereafter, are as follows: 2022 2023 2024 2025 2026 Thereafter Totals Trademarks 109 109 109 108 108 777 1,320 Client Relationships 2,913 2,913 2,912 2,912 2,851 6,696 21,197 Non-Compete Agreements 431 395 349 340 199 — 1,714 Patents 2 — — — — — 2 $ 3,455 $ 3,417 $ 3,370 $ 3,360 $ 3,158 $ 7,473 $ 24,233 |
Summary of changes in the balances of the level three financial instruments | Contingent Convertible Consideration Notes Totals Balance as of September 30, 2020 $ — $ — $ — Contingent consideration related to BioReliance acquisition 640 — 640 Convertible senior notes — 63,284 63,284 Fair value adjustment of convertible senior notes — (8,362) (8,362) Balance as of September 30, 2021 $ 640 $ 54,922 $ 55,562 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
INCOME (LOSS) PER SHARE | |
Schedule of computation of basic net loss per share | Computation of basic and diluted net income (loss) per share is shown in the following table: Fiscal Year Ended September 30, 2021 2020 Basic and diluted net income (loss) per share: Net income (loss) applicable to common shareholders $ 10,895 $ (4,685) Diluted net income (loss) applicable to common shareholders $ 2,573 $ (4,685) Weighted average common shares outstanding (in thousands) Basic 13,191 10,851 Diluted 13,865 10,851 Net income (loss) per share Basic $ 0.83 $ (0.43) Diluted $ 0.19 $ (0.43) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
INVENTORIES | |
Schedule of inventories | Inventories consisted of the following: As of September 30, 2021 2020 Raw materials $ 513 $ 577 Work in progress 37 70 Finished goods 192 230 742 877 Obsolescence reserve (140) (177) $ 602 $ 700 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
LEASES | |
Summary of right-of-use lease assets and lease liabilities that are reported in the Company's condensed consolidated balance sheets | As of As of September 30, 2021 September 30, 2020 Operating right-of-use assets, net $ 8,358 $ 4,001 Current portion of operating lease liabilities 1,959 866 Long-term operating lease liabilities 6,554 3,344 Total operating lease liabilities $ 8,513 $ 4,210 Finance right-of-use assets, net $ 60 $ 4,778 Current portion of finance lease liabilities 24 4,728 Long-term finance lease liabilities 39 44 Total finance lease liabilities $ 63 $ 4,772 |
Summary of components of lease expense | Twelve months Ended Twelve months Ended September 30, 2021 September 30, 2020 Operating lease costs: Fixed operating lease costs $ 1,464 $ 906 Short-term lease costs 76 42 Lease income (657) (636) Finance lease costs: Amortization of right-of-use asset expense 103 145 Interest on finance lease liability 184 283 Total lease cost $ 1,170 $ 740 |
Summary of supplemental cash flow information related to leases | Twelve months ended Twelve months ended September 30, 2021 September 30, 2020 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,389 $ 948 Operating cash flows from finance leases 184 283 Finance cash flows from finance leases 286 145 Non-cash lease activity: Right-of-use assets obtained in exchange for new operating lease liabilities $ 6,285 $ 448 Right-of-use assets obtained in exchange for new finance lease liabilities 17 — |
Summary of weighted average remaining lease term and discount rate | As of As of September 30, 2021 September 30, 2020 Weighted-average remaining lease term (in years) Operating lease 4.66 4.81 Finance lease 3.25 0.88 Weighted-average discount rate (in percentages) Operating lease 4.45 % 5.23 % Finance lease 4.86 % 5.87 % |
Summary of maturities of operating lease liabilities for each of the following five years and a total thereafter | Operating Leases Finance Leases 2022 $ 2,055 $ 24 2023 2,057 18 2024 2,013 18 2025 1,506 7 2026 1,354 1 Thereafter 447 — Total minimum future lease payments 9,432 68 Less interest (919) (5) Total lease liability 8,513 63 |
Summary of maturities of finance lease liabilities for each of the following five years and a total thereafter | Operating Leases Finance Leases 2022 $ 2,055 $ 24 2023 2,057 18 2024 2,013 18 2025 1,506 7 2026 1,354 1 Thereafter 447 — Total minimum future lease payments 9,432 68 Less interest (919) (5) Total lease liability 8,513 63 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
DEBT | |
Schedule of term loans | Principal Amount as of date of Credit Monthly Agreement Annual Payment April 30, 2021 Interest Amount Loan Name (000) Rate (000) Maturity Date Use of Proceeds Term Loan 1 $ 3,980 5.20 % $ 36 March 28, 2025 Funded expansion of building on real property in Mount Vernon, IN Term Loan 2 $ 3,571 5.06 % $ 78 July 2, 2023 Funded a portion of the cash consideration for the Seventh Wave Laboratories acquisition Term Loan 3 $ 1,076 5.20 % $ 32 March 28, 2025 Funded equipment needs associated with expansion of real property in Mount Vernon, IN Term Loan 4 $ 1,001 4.63 % $ 20 November 1, 2025 Funded the cash consideration for the Smithers Avanza acquisition Term Loan 5 $ 810 4.00 % $ 17 June 30, 2025 Funded certain capital expenditures Term Loan 6 $ 2,865 4.25 % $ 56 December 31, 2025 Funded certain capital expenditures Term Loan 7 $ 1,263 4.00 % $ 28 June 1, 2025 Financed aspects of the Pre-Clinical Research Services and related real property acquisitions Term Loan 8 $ 1,853 4.00 % $ 12 December 1, 2024 Financed aspects of the Pre-Clinical Research Services and related real property acquisitions Term Loan 9 $ 10,000 3.85 % $ 184 (a) April 30, 2026 Funded a portion of the cash consideration of the Bolder BioPATH merger Term Loan 10 $ 5,000 3.85 % $ 92 (a) April 30, 2026 Funded a portion of the cash consideration of the HistoTox Labs acquisition Term Loan 11 $ 3,622 3.99 % $ 33 June 23, 2022 Refinanced debt with The Huntington Bank for general business purposes Term Loan 12 $ 4,832 (b) 3.85 % $ 10 (c) December 26, 2026 Financed the acquisition of the St. Louis facility and associated expansion (a) See Mandatory Prepayments information below (b) Principal amount as of May 26, 2021 (c) The Monthly payment amount increases to $29 on January 1, 2022 |
Schedule of weighted-average assumptions used to compute the fair-value | 2021 Risk-free interest rate 1.20 % Dividend yield — % Volatility of the expected market price of the Company’s common shares 81.10 % Maturity period (years) 6.04 |
Schedule of long-term debt | Long-term debt is detailed in the table below. As of September 30: 2021 2020 Term Loan #1 $ 3,888 $ 4,230 Term Loan #2 3,255 4,004 Term Loan #3 963 1,266 Term Loan #4 920 1,115 Term Loan #5 737 920 Term Loan #6 2,590 — Term Loan #7 1,145 1,425 Term Loan #8 1,825 1,891 Term Loan #9 9,395 — Term Loan #10 4,697 — Term Loan #11 3,495 3,748 Term Loan #12 3,275 — Subtotal Term Loans 36,185 18,599 Seller Note – Bolder BioPATH 1,500 — Seller Note – Smithers Avanza 280 650 Seller Note – Preclinical Research Services 685 752 Paycheck protection program loan — 5,051 Convertible Senior Notes 131,673 — 170,323 25,052 Less: Current portion (9,656) (5,991) Less: Debt issue costs not amortized (6,458) (235) Total Long-term debt $ 154,209 $ 18,826 |
Schedule of maturities of long-term debt | 2022 2023 2024 2025 2026 Thereafter Total Long-term debt (a) $ 550 $ 363 $ 412 $ 869 $ 270 $ 131,673 $ 134,137 (a) excludes indebtedness to FIB repaid in November 2021. Refer to Note 16 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
INCOME TAXES | |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows: As of September 30, 2021 2020 Deferred tax assets: Inventory $ 117 $ 85 Accrued compensation and vacation 224 137 Accrued expenses and other — 172 Domestic net operating loss carryforwards 5,277 3,580 Basis difference for intangible assets — 457 Goodwill 138 — Stock compensation expense 501 96 Business Interest Limitation 226 — Leases 94 108 PPP loan expenses — 1,276 Total deferred tax assets 6,577 5,911 Deferred tax liabilities: Prepaid expenses (126) (143) Accrued expenses and other (926) — Basis difference for fixed assets (2,077) (211) Basis difference for intangible assets (2,841) — Goodwill — (141) Total deferred tax liabilities (5,970) (495) Total net deferred tax assets 607 5,416 Valuation allowance for net deferred tax assets (951) (5,557) Net deferred tax liability $ (344) $ (141) |
Schedule of components of the provision (benefit) for income taxes | Significant components of the provision (benefit) for income taxes are as follows as of the years ended September 30, 2021 and 2020: 2021 2020 Current: Federal $ — $ (31) State and local 7 6 Deferred: Federal (3,902) 143 State and local (881) 29 Income tax (income) expense $ (4,776) $ 147 |
Schedule of effective income tax rate reconciliation | The effective income tax rate on continuing operations varied from the statutory federal income tax rate as follows: 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % Increases (decreases): State and local income taxes, net of Federal tax benefit, if applicable 0.1 % (0.1) % Other nondeductible expenses (24.3) % 1.3 % Goodwill 3.3 % (3.1) Valuation allowance changes from activity 3.3 % (22.3) % Valuation allowance changes from acquisitions (81.4) — Effective income tax rate (78.0) % (3.2) % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |
Schedule of weighted-average assumptions used to compute the fair value of the options granted | 2021 2020 Risk-free interest rate 0.93 % 1.36 % Dividend yield — % — % Volatility of the expected market price of the Company’s common shares 70.30 % 76.56 % Expected life of the options (years) 5.95 5.95 |
Schedule of stock option activity | A summary of the Company’s stock option activity for all options and related information for the year ended September 30, 2021, is as follows (in thousands except for share prices): Weighted- Weighted- Average Average Remaining Aggregate Options Exercise Contractual Intrinsic (shares) Price Life Value Outstanding - October 1, 2020 712 $ 2.21 7.59 $ 1,939 Granted 337 $ 22.55 Exercised (134) $ 1.83 Forfeited (74) $ 9.98 Expired (9) $ 1.98 Outstanding - September 30, 2021 831 $ 9.82 7.80 $ 17,058 Exercisable at September 30, 2021 356 $ 2.00 6.29 $ 10,075 |
Schedule of restricted share activity | Weighted- Average Restricted Grant Date Shares Fair Value Outstanding – September 30, 2020 128 $ 3.88 Granted 150 $ 10.50 Vested (20) $ 1.99 Forfeited (21) $ 6.80 Outstanding – September 30, 2021 237 $ 7.96 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of unaudited pro forma information | Twelve Months Twelve Months Ended Ended September 30, 2021 September 30, 2020 Total revenues $ 104,084 $ 81,739 Net income 8,741 335 |
Pre-Clinical Research Services, Inc. | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 578 Property and equipment 2,836 Unbilled revenues 162 Prepaid expenses 27 Intangible assets 2,081 Goodwill 751 Accounts payable (109) Accrued expenses (118) Customer advances (351) $ 5,857 |
HistoTox Labs | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 982 Unbilled revenues 337 Operating lease ROU asset (i) 2,239 Property and equipment 4,021 Intangible assets 8,500 Other assets 25 Goodwill (ii) 9,129 Accounts payable (132) Accrued expenses (266) Customer advances (207) Operating lease liability (i) (2,239) $ 22,389 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. |
Bolder BioPATH | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 2,258 Unbilled revenues 1,798 Prepaid expenses 6 Operating lease ROU asset (i) 2,750 Property and equipment 6,609 Intangible asset 12,500 Other assets 70 Goodwill (ii) 36,223 Accounts payable (159) Accrued expenses (294) Deferred revenue (662) Deferred tax liability (4,867) Operating lease liability (i) (2,750) $ 53,482 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. |
Gateway Pharmacology Laboratories LLC | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Accounts receivable $ 422 Operating lease ROU asset (i) 120 Property and equipment 359 Intangible asset 100 Other assets 9 Goodwill (ii) 2,207 Accounts payable (54) Accrued expenses (72) Deferred tax liability (118) Operating lease liability (i) (120) $ 2,853 (i) Reflects the estimated right of use asset and associated liability to align with Inotiv accounting policy. (ii) The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information. |
BioReliance Corporation | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Preliminary Allocation as of September 30, 2021 Assets acquired and liabilities assumed: Property and equipment $ 175 Intangible asset 640 $ 815 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
SEGMENT INFORMATION | |
Schedule of operating segments | (a) Operating Segments Fiscal Year Ended September 30, 2021 2020 Revenue: Service $ 85,832 $ 57,177 Product 3,773 3,292 $ 89,605 $ 60,469 Operating Income (Loss) Service $ 13,986 $ 8,210 Product 202 (437) Unallocated corporate (19,806) (10,836) $ (5,618) $ (3,063) Interest expense (1,683) (1,490) Other income 13,420 15 Income (loss) before income taxes $ 6,119 $ (4,538) As of September 30, Fiscal Year Ended September 30, 2021 2020 2021 2020 Identifiable assets: Depreciation Services $ 161,805 $ 54,480 Services $ 5,320 $ 3,272 Products 1,772 1,535 Products 34 23 Unallocated corporate 158,279 5,578 Unallocated corporate 914 779 $ 321,856 $ 61,593 $ 6,268 $ 4,074 Goodwill, net: Capital expenditures: Services $ 51,927 $ 4,368 Services $ 12,241 $ 4,781 Products — — Products 28 9 Unallocated corporate — — Unallocated corporate 203 1,410 $ 51,927 $ 4,368 $ 12,472 $ 6,200 |
Schedule of geographical Information | (b) Geographic Information Fiscal Year Ended September 30, 2021 2020 Sales to External Customers: United States $ 85,272 $ 56,253 Other North America 143 148 Pacific Rim 2,040 2,826 Europe 1,795 1,207 Other 355 35 $ 89,605 $ 60,469 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in contract assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contract assets | ||
Opening balance | $ 1,879 | $ 2,119 |
Additions | 6,985 | 2,511 |
Deductions | (2,670) | (2,751) |
Ending balance | 6,194 | 1,879 |
Contract liabilities | ||
Opening balance | 11,392 | 6,726 |
Additions | 208,377 | 106,956 |
Deductions | (193,155) | (102,290) |
Ending balance | $ 26,614 | $ 11,392 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, rollforward | ||
Opening balance | $ 561 | $ 1,759 |
Charged to expense | 208 | 180 |
Accounts written off | (77) | (1,378) |
Amounts collected | (24) | 0 |
Ending balance | $ 668 | $ 561 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Opening balance | $ 177 | $ 198 |
Provision for slow moving and obsolescence | 10 | 84 |
Write-off of obsolete and slow moving inventory | (47) | (105) |
Closing balance | $ 140 | $ 177 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Property and Equipment | ||
Land and improvements | $ 2,276 | $ 1,755 |
Buildings and improvements | 40,169 | 29,813 |
Machinery and equipment | 36,743 | 27,500 |
Office furniture and fixtures | 1,338 | 828 |
Construction in progress | 3,725 | 718 |
Gross property and equipment | 84,251 | 60,614 |
Less: accumulated depreciation | (36,273) | (31,885) |
Net property and equipment | $ 47,978 | $ 28,729 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill | ||
Goodwill, beginning balance | $ 4,368 | $ 3,617 |
Goodwill, ending balance | 51,927 | 4,368 |
Pre-Clinical Research Services, Inc. | ||
Goodwill | ||
Acquisition during the period | $ 751 | |
HistoTox Labs | ||
Goodwill | ||
Acquisition during the period | 9,129 | |
Bolder BioPATH | ||
Goodwill | ||
Acquisition during the period | 36,223 | |
Gateway Pharmacology Laboratories LLC | ||
Goodwill | ||
Acquisition during the period | $ 2,207 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in the balances of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-lived Intangible Assets | ||
Amortization of intangible assets beginning balance | $ 4,261 | $ 2,883 |
Amortization | (1,768) | (703) |
Amortization of intangible assets ending balance | 24,233 | 4,261 |
Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | 2,081 | |
HistoTox Labs | ||
Finite-lived Intangible Assets | ||
Acquisition | 8,500 | |
Bolder BioPATH | ||
Finite-lived Intangible Assets | ||
Acquisition | 12,500 | |
BioReliance Corporation | ||
Finite-lived Intangible Assets | ||
Acquisition | 640 | |
Gateway Pharmacology Laboratories LLC | ||
Finite-lived Intangible Assets | ||
Acquisition | 100 | |
Trademarks | ||
Finite-lived Intangible Assets | ||
Amortization of intangible assets beginning balance | 1,429 | 1,072 |
Amortization | (109) | (103) |
Amortization of intangible assets ending balance | 1,320 | 1,429 |
Trademarks | Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | 460 | |
Client Relationships | ||
Finite-lived Intangible Assets | ||
Amortization of intangible assets beginning balance | 2,570 | 1,670 |
Amortization | (1,413) | (380) |
Amortization of intangible assets ending balance | 21,197 | 2,570 |
Client Relationships | Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | 1,280 | |
Client Relationships | HistoTox Labs | ||
Finite-lived Intangible Assets | ||
Acquisition | 6,800 | |
Client Relationships | Bolder BioPATH | ||
Finite-lived Intangible Assets | ||
Acquisition | 12,500 | |
Client Relationships | BioReliance Corporation | ||
Finite-lived Intangible Assets | ||
Acquisition | 640 | |
Client Relationships | Gateway Pharmacology Laboratories LLC | ||
Finite-lived Intangible Assets | ||
Acquisition | 100 | |
Non-Compete Agreements | ||
Finite-lived Intangible Assets | ||
Amortization of intangible assets beginning balance | 258 | 131 |
Amortization | (244) | (93) |
Amortization of intangible assets ending balance | 1,714 | 258 |
Non-Compete Agreements | Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | 220 | |
Non-Compete Agreements | HistoTox Labs | ||
Finite-lived Intangible Assets | ||
Acquisition | 1,700 | |
Backlog | ||
Finite-lived Intangible Assets | ||
Amortization | (121) | |
Backlog | Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | 121 | |
Patents | ||
Finite-lived Intangible Assets | ||
Amortization of intangible assets beginning balance | 4 | 10 |
Amortization | (2) | (6) |
Amortization of intangible assets ending balance | 2 | 4 |
Patents | Pre-Clinical Research Services, Inc. | ||
Finite-lived Intangible Assets | ||
Acquisition | $ 0 | |
Patents | HistoTox Labs | ||
Finite-lived Intangible Assets | ||
Acquisition | 0 | |
Patents | Bolder BioPATH | ||
Finite-lived Intangible Assets | ||
Acquisition | 0 | |
Patents | BioReliance Corporation | ||
Finite-lived Intangible Assets | ||
Acquisition | 0 | |
Patents | Gateway Pharmacology Laboratories LLC | ||
Finite-lived Intangible Assets | ||
Acquisition | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future amortization expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Finite-Lived Intangible Assets | |||
2022 | $ 3,455 | ||
2023 | 3,417 | ||
2024 | 3,370 | ||
2025 | 3,360 | ||
2026 | 3,158 | ||
Thereafter | 7,473 | ||
Totals | 24,233 | $ 4,261 | $ 2,883 |
Trademarks | |||
Finite-Lived Intangible Assets | |||
2022 | 109 | ||
2023 | 109 | ||
2024 | 109 | ||
2025 | 108 | ||
2026 | 108 | ||
Thereafter | 777 | ||
Totals | 1,320 | 1,429 | 1,072 |
Client Relationships | |||
Finite-Lived Intangible Assets | |||
2022 | 2,913 | ||
2023 | 2,913 | ||
2024 | 2,912 | ||
2025 | 2,912 | ||
2026 | 2,851 | ||
Thereafter | 6,696 | ||
Totals | 21,197 | 2,570 | 1,670 |
Non-Compete Agreements | |||
Finite-Lived Intangible Assets | |||
2022 | 431 | ||
2023 | 395 | ||
2024 | 349 | ||
2025 | 340 | ||
2026 | 199 | ||
Thereafter | 0 | ||
Totals | 1,714 | 258 | 131 |
Patents | |||
Finite-Lived Intangible Assets | |||
2022 | 2 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Totals | $ 2 | $ 4 | $ 10 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration related to BioReliance acquisition | $ 640 |
Convertible senior notes | 63,284 |
Fair value adjustment of convertible senior notes | (8,362) |
Ending balance | 55,562 |
Contingent Consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration related to BioReliance acquisition | 640 |
Ending balance | 640 |
Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Convertible senior notes | 63,284 |
Fair value adjustment of convertible senior notes | (8,362) |
Ending balance | $ 54,922 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) $ in Thousands | Sep. 27, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Total revenue recognized | $ 89,605 | $ 60,469 | ||
Restricted cash | 18,000 | |||
Allowance for doubtful accounts | 668 | 561 | ||
Depreciation and amortization | 6,268 | 4,074 | ||
Goodwill | 51,927 | 4,368 | $ 3,617 | |
Total amount of intangible assets subject to amortization | 24,233 | 4,261 | $ 2,883 | |
Long-term debt | 54,922 | |||
Contingent consideration | 640 | |||
Amount of gain from the fair value | 8,362 | |||
Long-term debt | 170,323 | 25,052 | ||
Fair value of the conversion | 54,922 | |||
Research and development expense | 405 | 617 | ||
Startup costs | 1,477 | 333 | ||
Debt issuance costs | 6,458 | 235 | ||
Debt issuance costs paid | 6,223 | 127 | ||
Straight-line rent per month | 53 | |||
Variance between the straight-line rents recognized and the actual cash rents received | 0 | |||
Convertible Senior Notes | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Long-term debt | 54,922 | |||
Amount of gain from the fair value | 8,362 | |||
Principal amount | $ 140,000 | |||
Annual Interest Rate (as a percent) | 3.25% | |||
Settlement period | 13 days | |||
Additional principal amount | $ 15,000 | |||
Long-term debt | 131,673 | |||
Fair value of the conversion | 54,922 | |||
Convertible Senior Notes | Other Income | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Amount of gain from the fair value | $ 8,362 | |||
Convertible Senior Notes | Measurement input - price volatility | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Measurement input | 81.1 | |||
Convertible Senior Notes | Measurement input - risk-free interest rate | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Measurement input | 1.195 | |||
Convertible Senior Notes | Measurement input - maturity period | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Maturity period (in years) | 6 years 14 days | |||
Building and Building Improvements | Minimum | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Useful life of property, plant and equipment | 34 years | |||
Building and Building Improvements | Maximum | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Useful life of property, plant and equipment | 40 years | |||
Machinery and Equipment | Minimum | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Useful life of property, plant and equipment | 5 years | |||
Machinery and Equipment | Maximum | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Useful life of property, plant and equipment | 10 years | |||
Furniture and Fixtures | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Useful life of property, plant and equipment | 10 years | |||
Royalty revenue | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Total revenue recognized | $ 377 | $ 641 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Finance lease right-of-use assets, net | $ 60 | $ 4,778 |
Finance lease liability | 63 | 4,772 |
Operating right-of-use assets, net | 8,358 | 4,001 |
Operating lease liability | $ 8,513 | 4,210 |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Finance lease right-of-use assets, net | 4,628 | |
Finance lease liability | 4,650 | |
Operating right-of-use assets, net | 4,581 | |
Operating lease liability | $ 4,687 |
SALE OF PREFERRED SHARES AND _2
SALE OF PREFERRED SHARES AND WARRANTS (Details) - $ / shares | May 11, 2011 | Sep. 30, 2021 | Sep. 30, 2020 |
SALE OF PREFERRED SHARES AND WARRANTS | |||
Units issues (in shares) | 5,506 | ||
Share price | $ 1,000 | ||
Series A Preferred Stock | |||
SALE OF PREFERRED SHARES AND WARRANTS | |||
Dividend rate (as a percent) | 6.00% | ||
Shares issued for each share of convertible preferred stock converted | 500 | ||
Number of common shares issued for all shares of convertible preferred stock converted | 2,753,000 | ||
Share Price | $ 1.86 | ||
Preferred shares converted | 5,506 | ||
Common shares as result of converted preferred shares | 3,156,608 | ||
Common shares issued for quarterly preferred dividends | 217,366 | ||
Preferred stock outstanding (in shares) | 0 | 25 |
INCOME (LOSS) PER SHARE (Detail
INCOME (LOSS) PER SHARE (Details) - shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Employee stock options | ||
LOSS PER SHARE | ||
Shares included in computing diluted income (loss) | 674,000 | |
Shares excluded in computing diluted income (loss) | 711,760 | |
Common shares issuable upon conversion of preferred shares | ||
LOSS PER SHARE | ||
Shares excluded in computing diluted income (loss) | 0 | 12,500 |
INCOME (LOSS) PER SHARE - Recon
INCOME (LOSS) PER SHARE - Reconciliation of basic net loss to diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME (LOSS) PER SHARE | ||
Net income (loss) applicable to common shareholders | $ 10,895 | $ (4,685) |
Diluted net income (loss) applicable to common shareholders | $ 2,573 | $ (4,685) |
Weighted average common shares outstanding, basic (in thousands) (in shares) | 13,191 | 10,851 |
Weighted average common shares outstanding, diluted (in thousands) (in shares) | 13,865 | 10,851 |
Net income (loss) per share, basic (in dollars per share) | $ 0.83 | $ (0.43) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.19 | $ (0.43) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
INVENTORIES | ||
Raw materials | $ 513 | $ 577 |
Work in progress | 37 | 70 |
Finished goods | 192 | 230 |
Gross inventories | 742 | 877 |
Obsolescence reserve | (140) | (177) |
Inventories | $ 602 | $ 700 |
LEASES (Details)
LEASES (Details) | 12 Months Ended |
Sep. 30, 2021 | |
LEASES | |
Lease term, operating lease | 7 years |
Renewal option, operating lease | true |
Renewal option, finance lease | true |
Facilities leases | Minimum | |
LEASES | |
Lease term, operating lease | 2 years |
Lease term, finance lease | 2 years |
Facilities leases | Maximum | |
LEASES | |
Lease term, operating lease | 10 years |
Lease term, finance lease | 10 years |
Equipment leases | Minimum | |
LEASES | |
Lease term, operating lease | 30 months |
Lease term, finance lease | 30 months |
Equipment leases | Maximum | |
LEASES | |
Lease term, operating lease | 60 months |
Lease term, finance lease | 60 months |
LEASES - Right-of-use lease ass
LEASES - Right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Right-of-use lease assets and lease liabilities | ||
Operating right-of-use assets, net | $ 8,358 | $ 4,001 |
Current portion of operating lease liabilities | 1,959 | 866 |
Long-term operating lease liabilities | 6,554 | 3,344 |
Total operating lease liabilities | 8,513 | 4,210 |
Finance right-of-use assets, net | 60 | 4,778 |
Current portion of finance lease liabilities | 24 | 4,728 |
Long-term finance lease liabilities | 39 | 44 |
Total finance lease liabilities | $ 63 | $ 4,772 |
LEASES - Operating and Finance
LEASES - Operating and Finance leases (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)facilitylease | Sep. 30, 2020USD ($) | |
LEASES | ||
Amortization of operating lease | $ 1,192 | $ 906 |
Amortization of right-of-use asset expense | 103 | 145 |
Financing lease interest expense | $ 184 | 283 |
Number of operating leases containing variable lease component | lease | 1 | |
Number of components of the Company's revenue which triggers the variable lease component of one operating lease | lease | 1 | |
Number of facilities the Company serves as a lessor to a lessee | facility | 1 | |
Variable payments for lease | $ 176 | 126 |
Sublease income | $ 657 | $ 636 |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating lease costs: | ||
Fixed operating lease costs | $ 1,464 | $ 906 |
Short-term lease costs | 76 | 42 |
Lease income | (657) | (636) |
Finance lease costs: | ||
Amortization of right-of-use asset expense | 103 | 145 |
Interest on finance lease liability | 184 | 283 |
Total lease cost | $ 1,170 | $ 740 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,389 | $ 948 |
Operating cash flows from finance leases | 184 | 283 |
Finance cash flows from finance leases | 286 | 145 |
Non-cash lease activity: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 6,285 | $ 448 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 17 |
LEASES - Weighted average remai
LEASES - Weighted average remaining lease term and discount rate (Details) | Sep. 30, 2021 | Sep. 30, 2020 |
LEASES | ||
Operating lease, weighted-average remaining lease term (in years) | 4 years 7 months 28 days | 4 years 9 months 21 days |
Finance lease, weighted-average remaining lease term (in years) | 3 years 3 months | 10 months 17 days |
Operating lease, weighted-average discount rate (as a percent) | 4.45% | 5.23% |
Finance lease, weighted-average discount rate (as a percent) | 4.86% | 5.87% |
LEASES - Maturities of operatin
LEASES - Maturities of operating and finance lease (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Maturities of operating lease liabilities | ||
2022 | $ 2,055 | |
2023 | 2,057 | |
2024 | 2,013 | |
2025 | 1,506 | |
2026 | 1,354 | |
Thereafter | 447 | |
Total minimum future lease payments | 9,432 | |
Less interest | (919) | |
Total operating lease liabilities | 8,513 | $ 4,210 |
Maturities of finance lease liabilities | ||
2022 | 24 | |
2023 | 18 | |
2024 | 18 | |
2025 | 7 | |
2026 | 1 | |
Total minimum future lease payments | 68 | |
Less interest | (5) | |
Total finance lease liabilities | $ 63 | $ 4,772 |
DEBT (Details)
DEBT (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2021USD ($)item$ / shares | Sep. 21, 2021USD ($) | Apr. 30, 2021USD ($) | Apr. 23, 2020USD ($)installment | Mar. 27, 2020USD ($) | Jul. 31, 2021USD ($) | Apr. 30, 2021USD ($)loan | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
DEBT | ||||||||||||||
Long-term debt | $ 170,323 | $ 25,052 | ||||||||||||
Fair value of the conversion | 54,922 | |||||||||||||
Interest paid | 1,267 | 1,039 | ||||||||||||
First Internet Bank of Indiana | ||||||||||||||
DEBT | ||||||||||||||
Long-term debt | 134,137 | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | ||||||||||||||
DEBT | ||||||||||||||
Number of term loans | loan | 11 | |||||||||||||
Life insurance policy | $ 5,000 | |||||||||||||
Percentage of excess cash flow | 50.00% | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | Maximum | ||||||||||||||
DEBT | ||||||||||||||
Senior funded debt to adjusted EBITDA ratio | 4.25 | 5.25 | 4.75 | |||||||||||
Fixed charge coverage ratio | 1.20 | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | Minimum | ||||||||||||||
DEBT | ||||||||||||||
Senior funded debt to adjusted EBITDA ratio | 1 | 1 | ||||||||||||
Fixed charge coverage ratio | 1 | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | Revolving Facility | ||||||||||||||
DEBT | ||||||||||||||
Maximum amount of line of credit | $ 5,000 | $ 5,000 | ||||||||||||
Percentage of excess cash flow | 4.00% | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | Forecast | Maximum | ||||||||||||||
DEBT | ||||||||||||||
Senior funded debt to adjusted EBITDA ratio | 3.50 | 4 | 4.50 | |||||||||||
Fixed charge coverage ratio | 1.25 | |||||||||||||
Credit Agreement | First Internet Bank of Indiana | Forecast | Minimum | ||||||||||||||
DEBT | ||||||||||||||
Senior funded debt to adjusted EBITDA ratio | 1 | 1 | 1 | 1 | ||||||||||
Fixed charge coverage ratio | 1 | |||||||||||||
Credit Agreement | Equipment loan | First Internet Bank of Indiana | ||||||||||||||
DEBT | ||||||||||||||
Annual Interest Rate (as a percent) | 4.00% | 4.00% | ||||||||||||
Amortization term | 5 years | |||||||||||||
Credit Agreement | Equipment loan | First Internet Bank of Indiana | Maximum | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 3,000 | $ 3,000 | ||||||||||||
Amendment | First Internet Bank of Indiana | ||||||||||||||
DEBT | ||||||||||||||
Maximum amount of line of credit | $ 150,000 | |||||||||||||
Line of credit facility deposit amount | $ 18,000 | |||||||||||||
Line of credit facility repayment term | 90 days | |||||||||||||
Seller Note - Smithers Avanza | ||||||||||||||
DEBT | ||||||||||||||
Long-term debt | $ 280 | 650 | ||||||||||||
Seller Note - Smithers Avanza | Unsecured promissory note | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 810 | |||||||||||||
Annual Interest Rate (as a percent) | 6.50% | |||||||||||||
Seller Note Pre-Clinical Research Services | ||||||||||||||
DEBT | ||||||||||||||
Long-term debt | $ 685 | $ 752 | ||||||||||||
Seller Note Pre-Clinical Research Services | Unsecured promissory note | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 800 | |||||||||||||
Annual Interest Rate (as a percent) | 4.50% | |||||||||||||
Seller Note - Bolder BioPATH | Unsecured promissory note | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 1,500 | |||||||||||||
Annual Interest Rate (as a percent) | 4.50% | |||||||||||||
Payroll Protection Program Loan | ||||||||||||||
DEBT | ||||||||||||||
Debt forgiveness | $ 4,851 | $ 4,851 | ||||||||||||
Payroll Protection Program Loan | Huntington National Bank | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 5,051 | |||||||||||||
Number of repayment installments | installment | 18 | |||||||||||||
Principal and interest payments | $ 283 | |||||||||||||
Debt forgiveness | $ 4,851 | |||||||||||||
Convertible Senior Notes | ||||||||||||||
DEBT | ||||||||||||||
Principal amount | $ 140,000 | |||||||||||||
Annual Interest Rate (as a percent) | 3.25% | |||||||||||||
Settlement period | 13 days | |||||||||||||
Additional principal amount | $ 15,000 | |||||||||||||
Long-term debt | $ 131,673 | |||||||||||||
Fair value of the conversion | $ 54,922 | |||||||||||||
Initial conversion rate | 1.7162 | |||||||||||||
Initial conversion price | $ / shares | $ 46.05 | |||||||||||||
Number of scheduled trading days | item | 40 | |||||||||||||
Conversion price | 130.00% | |||||||||||||
Number of trading days | 20 | |||||||||||||
Number of consecutive trading days | 30 | |||||||||||||
Cure period | 30 days | |||||||||||||
Cure or waiver period | 60 days | |||||||||||||
Guarantor or subsidiaries for the payment | $ 20,000 | |||||||||||||
Period for discharge or stay | 60 days | |||||||||||||
Percentage of noteholders | 25.00% | |||||||||||||
Right to receive special interest maximum term | 180 days | |||||||||||||
Right to receive special interest maximum rate | 0.50% |
DEBT - Terms of the Term Loans
DEBT - Terms of the Term Loans (Details) - First Internet Bank of Indiana - USD ($) $ in Thousands | Jan. 01, 2022 | Apr. 30, 2021 |
Term Loan 1 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 3,980 | |
Annual Interest Rate (as a percent) | 5.20% | |
Monthly Payment Amount | $ 36 | |
Term Loan 2 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 3,571 | |
Annual Interest Rate (as a percent) | 5.06% | |
Monthly Payment Amount | $ 78 | |
Term Loan 3 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 1,076 | |
Annual Interest Rate (as a percent) | 5.20% | |
Monthly Payment Amount | $ 32 | |
Term Loan 4 | ||
DEBT | ||
Monthly Payment Amount | 20 | |
Term Loan 4 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 1,001 | |
Annual Interest Rate (as a percent) | 4.63% | |
Term Loan 5 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 810 | |
Annual Interest Rate (as a percent) | 4.00% | |
Monthly Payment Amount | $ 17 | |
Term Loan 6 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 2,865 | |
Annual Interest Rate (as a percent) | 4.25% | |
Monthly Payment Amount | $ 56 | |
Term Loan 7 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 1,263 | |
Annual Interest Rate (as a percent) | 4.00% | |
Monthly Payment Amount | $ 28 | |
Term Loan 8 | ||
DEBT | ||
Monthly Payment Amount | 12 | |
Term Loan 8 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 1,853 | |
Annual Interest Rate (as a percent) | 4.00% | |
Term Loan 9 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 10,000 | |
Annual Interest Rate (as a percent) | 3.85% | |
Monthly Payment Amount | $ 184 | |
Term Loan 10 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 5,000 | |
Annual Interest Rate (as a percent) | 3.85% | |
Monthly Payment Amount | $ 92 | |
Term Loan 11 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 3,622 | |
Annual Interest Rate (as a percent) | 3.99% | |
Monthly Payment Amount | $ 33 | |
Term Loan 12 | Credit Agreement | ||
DEBT | ||
Principal Amount as of date of Credit Agreement | $ 4,832 | |
Annual Interest Rate (as a percent) | 3.85% | |
Monthly Payment Amount | $ 10 | |
Term Loan 12 | Credit Agreement | Forecast | ||
DEBT | ||
Monthly Payment Amount | $ 29 |
DEBT - Weighted-average assumpt
DEBT - Weighted-average assumptions used to compute fair-value (Details) - Convertible Senior Notes | Sep. 30, 2021 |
Measurement input - risk-free interest rate | |
DEBT | |
Measurement input | 1.195 |
Measurement input - price volatility | |
DEBT | |
Measurement input | 81.1 |
Measurement input - maturity period | |
DEBT | |
Maturity period (in years) | 6 years 14 days |
DEBT - Schedule of long-term de
DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
DEBT | ||
Long-term debt | $ 170,323 | $ 25,052 |
Less: Current portion | (9,656) | (5,991) |
Less: Debt issue costs not amortized | (6,458) | (235) |
Total Long-term debt | 154,209 | 18,826 |
Term Loan | ||
DEBT | ||
Long-term debt | 36,185 | 18,599 |
Term Loan 1 | ||
DEBT | ||
Long-term debt | 3,888 | 4,230 |
Term Loan 2 | ||
DEBT | ||
Long-term debt | 3,255 | 4,004 |
Term Loan 3 | ||
DEBT | ||
Long-term debt | 963 | 1,266 |
Term Loan 4 | ||
DEBT | ||
Long-term debt | 920 | 1,115 |
Term Loan 5 | ||
DEBT | ||
Long-term debt | 737 | 920 |
Term Loan 6 | ||
DEBT | ||
Long-term debt | 2,590 | |
Term Loan 7 | ||
DEBT | ||
Long-term debt | 1,145 | 1,425 |
Term Loan 8 | ||
DEBT | ||
Long-term debt | 1,825 | 1,891 |
Term Loan 9 | ||
DEBT | ||
Long-term debt | 9,395 | |
Term Loan 10 | ||
DEBT | ||
Long-term debt | 4,697 | |
Term Loan 11 | ||
DEBT | ||
Long-term debt | 3,495 | 3,748 |
Term Loan 12 | ||
DEBT | ||
Long-term debt | 3,275 | |
Seller Note - Bolder BioPATH | Construction and equipment loans | ||
DEBT | ||
Long-term debt | 1,500 | |
Seller Note - Smithers Avanza | ||
DEBT | ||
Long-term debt | 280 | 650 |
Seller Note Pre-Clinical Research Services | ||
DEBT | ||
Long-term debt | 685 | 752 |
Paycheck protection program loan | ||
DEBT | ||
Long-term debt | $ 5,051 | |
Convertible Senior Notes | ||
DEBT | ||
Long-term debt | $ 131,673 |
DEBT - Aggregate amount of matu
DEBT - Aggregate amount of maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
DEBT | ||
Long-term debt | $ 170,323 | $ 25,052 |
First Internet Bank of Indiana | ||
DEBT | ||
2022 | 550 | |
2023 | 363 | |
2024 | 412 | |
2025 | 869 | |
2026 | 270 | |
Thereafter | 131,673 | |
Long-term debt | $ 134,137 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets: | ||
Inventory | $ 117 | $ 85 |
Accrued compensation and vacation | 224 | 137 |
Accrued expenses and other | 172 | |
Domestic net operating loss carryforwards | 5,277 | 3,580 |
Basis difference for intangible assets | 138 | 457 |
Goodwill | 138 | 457 |
Stock compensation expense | 501 | 96 |
Business Interest Limitation | 226 | |
Leases | 94 | 108 |
PPP loan expenses | 1,276 | |
Total deferred tax assets | 6,577 | 5,911 |
Deferred tax liabilities: | ||
Prepaid expenses | (126) | (143) |
Accrued expenses and other | (926) | |
Basis difference for fixed assets | (2,077) | (211) |
Basis difference for intangible assets | (2,841) | |
Goodwill | (141) | |
Total deferred tax liabilities | (5,970) | (495) |
Total net deferred tax assets | 607 | 5,416 |
Valuation allowance for net deferred tax assets | (951) | (5,557) |
Net deferred tax liability | $ (344) | $ (141) |
INCOME TAXES - Provision (benef
INCOME TAXES - Provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Current: | ||
Federal | $ (31) | |
State and local | $ 7 | 6 |
Deferred: | ||
Federal | (3,902) | 143 |
State and local | (881) | 29 |
Income tax (income) expense | $ (4,776) | $ 147 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAXES | ||
Federal statutory income tax rate (as a percent) | 21.00% | 21.00% |
Increases (decreases): | ||
State and local income taxes, net of Federal tax benefit, if applicable | 0.10% | (0.10%) |
Other nondeductible expenses | (24.30%) | 1.30% |
Goodwill | 3.30% | (3.10%) |
Valuation allowance changes from activity | 3.30% | (22.30%) |
Valuation allowance changes from acquisitions | (81.40%) | |
Effective income tax rate | (78.00%) | (3.20%) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAXES | ||
Income taxes paid | $ 8,000 | $ 7,000 |
Additional gross uncertain tax positions | 0 | |
Business interest limitation | 226,000 | |
Domestic tax authority | ||
INCOME TAXES | ||
Operating loss carryforwards allowance | 951,000 | $ 5,557,000 |
Operating loss carryforwards | 18,637,000 | |
Operating loss carry forward indefinitely | $ 6,561,000 | |
Domestic tax authority | Earliest tax year | ||
INCOME TAXES | ||
Operating loss carryforwards expiration date | Sep. 30, 2033 | |
Domestic tax authority | Latest tax year | ||
INCOME TAXES | ||
Operating loss carryforwards expiration date | Sep. 30, 2036 | |
State and local jurisdiction | ||
INCOME TAXES | ||
Loss carryforwards which expires | $ 28,512,000 | |
Operating loss carry forward indefinitely | $ 2,180,000 | |
State and local jurisdiction | Earliest tax year | ||
INCOME TAXES | ||
Operating loss carryforwards expiration date | Sep. 30, 2023 | |
State and local jurisdiction | Latest tax year | ||
INCOME TAXES | ||
Operating loss carryforwards expiration date | Sep. 30, 2033 |
INCOME TAXES - CARES Act (Detai
INCOME TAXES - CARES Act (Details) - Payroll Protection Program Loan - USD ($) $ in Thousands | Mar. 27, 2020 | Jul. 31, 2021 |
INCOME TAXES | ||
Proceeds from debt | $ 5,051 | |
Debt forgiveness | $ 4,851 | $ 4,851 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average fair value (Details) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
STOCK-BASED COMPENSATION | ||
Risk-free interest rate | 0.93% | 1.36% |
Volatility of the expected market price of the Company's common shares | 70.30% | 76.56% |
Expected life of the options (years) | 5 years 11 months 12 days | 5 years 11 months 12 days |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock based compensation, stock option activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)installment$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | |
Options, share-based compensation arrangement rollforward | ||
Granted options (in shares) | 336,900 | 152,100 |
Options, share-based compensation arrangement additional disclosures | ||
Aggregate Intrinsic Value Exercised | $ | $ 2,503 | $ 562 |
Employee stock options | ||
EQUITY | ||
Number of installments over which options vest | installment | 3 | |
Period over which options granted vest and become exercisable | 1 year | |
Period over which options expire | 10 years | |
Options, share-based compensation arrangement rollforward | ||
Outstanding options (in shares) | 712,000 | |
Granted options (in shares) | 337,000 | |
Exercised options (in shares) | (134,000) | |
Forfeited options (in shares) | (74,000) | |
Expired options (in shares) | (9,000) | |
Outstanding options (in shares) | 831,000 | 712,000 |
Exercisable options (in shares) | 356,000 | |
Options, weighted-average exercise price share-based compensation arrangement rollforward | ||
Outstanding weighted-average exercise price (in dollars per share) | $ / shares | $ 2.21 | |
Granted weighted-average exercise price (in dollars per share) | $ / shares | 22.55 | |
Exercised weighted-average exercise price (in dollars per share) | $ / shares | 1.83 | |
Forfeited weighted-average exercise price (in dollars per share) | $ / shares | 9.98 | |
Expired weighted-average exercise price (in dollars per share) | $ / shares | 1.98 | |
Outstanding weighted-average exercise price (in dollars per share) | $ / shares | 9.82 | $ 2.21 |
Exercisable weighted-average exercise price (in dollars per share) | $ / shares | $ 2 | |
Options, share-based compensation arrangement additional disclosures | ||
Outstanding Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 18 days | 7 years 7 months 2 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 6 years 3 months 14 days | |
Aggregate Intrinsic Value Outstanding | $ | $ 17,058 | $ 1,939 |
Aggregate Intrinsic Value Exercisable | $ | $ 10,075 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock based compensation, restricted share activity (Details) - Restricted common shares | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted shares, share-based compensation arrangement rollforward | |
Beginning balance (in shares) | shares | 128,000 |
Granted (in shares) | shares | 150,150 |
Vested (in shares) | shares | (20,000) |
Forfeited (in shares) | shares | (21,000) |
Ending balance (in shares) | shares | 237,000 |
Restricted shares, weighted-average exercise price share-based compensation arrangement rollforward | |
Beginning balance (in dollars per share) | $ / shares | $ 3.88 |
Granted (in dollars per share) | $ / shares | 10.50 |
Vested (in dollars per share) | $ / shares | 1.99 |
Forfeited (in dollars per share) | $ / shares | 6.80 |
Ending balance (in dollars per share) | $ / shares | $ 7.96 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | Nov. 04, 2021shares | Sep. 30, 2021USD ($)installment$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares |
STOCK-BASED COMPENSATION | |||
Number of shares remained available for grants | 430,063 | ||
Stock based compensation expense | $ | $ 1,786 | $ 540 | |
Granted options (in shares) | 336,900 | 152,100 | |
Aggregate Intrinsic Value Exercised | $ | $ 2,503 | $ 562 | |
Weighted average estimated fair value of stock options granted | $ / shares | $ 13.90 | $ 3.11 | |
Fair value of the restricted shares granted | $ | $ 1,576 | ||
2018 Equity Incentive Plan | |||
STOCK-BASED COMPENSATION | |||
Number of shares remaining for grant under equity plan | 307,759 | ||
Number of shares added under amended and restated plan | 1,500,000 | 700,000 | |
Employee stock options | |||
STOCK-BASED COMPENSATION | |||
Number of installments over which options vest | installment | 3 | ||
Period over which options granted vest and become exercisable | 1 year | ||
Period over which options expire | 10 years | ||
Granted options (in shares) | 337,000 | ||
Unrecognized compensation cost | $ | $ 3,813 | ||
Time over which unrecognized compensation expense expected to vest (in years) | 2 years 6 months | ||
Restricted common shares | |||
STOCK-BASED COMPENSATION | |||
Unrecognized compensation cost | $ | $ 1,049 | ||
Number of shares granted | 150,150 | ||
Time over which unrecognized compensation expense expected to vest (in years) | 1 year 6 months |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
RETIREMENT PLAN | ||
Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan | 50.00% | |
Maximum percentage of participant's contribution to the plan that the employer will contribute a matching contribution | 6.00% | |
Contribution expense | $ 852 | $ 538 |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 01, 2019 |
Pre-Clinical Research Services, Inc. | ||
Assets acquired and liabilities assumed: | ||
Accounts receivable | $ 578 | |
Property and equipment | 2,836 | |
Unbilled revenues | 162 | |
Prepaid expenses | 27 | |
Intangible asset | 2,081 | $ 5,857 |
Goodwill (ii) | 751 | |
Accounts payable | (109) | |
Accrued expenses | (118) | |
Customer advances | (351) | |
Total | 5,857 | |
HistoTox Labs | ||
Assets acquired and liabilities assumed: | ||
Accounts receivable | 982 | |
Property and equipment | 4,021 | |
Unbilled revenues | 337 | |
Operating lease ROU asset (i) | 2,239 | |
Intangible asset | 8,500 | |
Other assets | 25 | |
Goodwill (ii) | 9,129 | |
Accounts payable | (132) | |
Accrued expenses | (266) | |
Customer advances | (207) | |
Operating lease liability (i) | (2,239) | |
Total | 22,389 | |
Bolder BioPATH | ||
Assets acquired and liabilities assumed: | ||
Accounts receivable | 2,258 | |
Property and equipment | 6,609 | |
Unbilled revenues | 1,798 | |
Prepaid expenses | 6 | |
Operating lease ROU asset (i) | 2,750 | |
Intangible asset | 12,500 | |
Other assets | 70 | |
Goodwill (ii) | 36,223 | |
Accounts payable | (159) | |
Accrued expenses | (294) | |
Deferred revenue | (662) | |
Deferred tax liability | (4,867) | |
Operating lease liability (i) | (2,750) | |
Total | 53,482 | |
Gateway Pharmacology Laboratories LLC | ||
Assets acquired and liabilities assumed: | ||
Accounts receivable | 422 | |
Property and equipment | 359 | |
Operating lease ROU asset (i) | 120 | |
Intangible asset | 100 | |
Other assets | 9 | |
Goodwill (ii) | 2,207 | |
Accounts payable | (54) | |
Accrued expenses | (72) | |
Deferred tax liability | (118) | |
Operating lease liability (i) | (120) | |
Total | 2,853 | |
BioReliance Corporation | ||
Assets acquired and liabilities assumed: | ||
Property and equipment | 175 | |
Intangible asset | 640 | |
Total | $ 815 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Aug. 02, 2021USD ($)shares | Jul. 09, 2021USD ($) | May 03, 2021USD ($)shares | Apr. 30, 2021USD ($) | Nov. 08, 2019USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 01, 2019USD ($) | Nov. 29, 2019USD ($) |
BUSINESS COMBINATIONS | |||||||||||
Consideration in cash | $ 41,590,000 | $ 3,931,000 | |||||||||
Income tax benefit | 4,776,000 | (147,000) | |||||||||
Contingent consideration | $ 640,000 | 640,000 | |||||||||
Revenues | 89,605,000 | 60,469,000 | |||||||||
Net loss | 10,895,000 | (4,685,000) | |||||||||
Pre-Clinical Research Services, Inc. | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Contingent consideration | $ 5,857,000 | ||||||||||
Transaction consideration in business acquisition | 1,500,000 | ||||||||||
Common shares value | 240,000 | $ 1,133,000 | |||||||||
Payments for purchase of certain real property | 2,500,000 | ||||||||||
Intangible assets | 2,081,000 | 2,081,000 | $ 5,857,000 | ||||||||
Transaction costs | 248,000 | ||||||||||
Revenues | 7,770,000 | 4,780,000 | |||||||||
Net loss | 177,000 | 176,000 | |||||||||
Pre-Clinical Research Services, Inc. | Unsecured promissory note | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Principal amount | $ 800,000 | ||||||||||
Annual interest rate | 4.50% | ||||||||||
HistoTox Labs | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Consideration in cash | $ 22,389,000 | ||||||||||
Adjustments for net working capital | $ 68,000 | ||||||||||
Intangible assets | 8,500,000 | 8,500,000 | |||||||||
Transaction costs | 576,000 | ||||||||||
Goodwill deductible for tax purposes | 10,804,000 | 10,804,000 | |||||||||
Bolder BioPATH | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Adjustments for net working capital | $ 970,000 | ||||||||||
Shares issued | shares | 1,588,235 | ||||||||||
Common shares value | $ 34,452,000 | ||||||||||
Principal amount | $ 1,500,000 | ||||||||||
Annual interest rate | 4.50% | ||||||||||
Escrowed amount | $ 1,250,000 | ||||||||||
Intangible assets | 12,500,000 | 12,500,000 | |||||||||
Cash and equivalents assumed | $ 17,530,000 | ||||||||||
Transaction costs | 584,000 | ||||||||||
Income tax benefit | 4,867,000 | ||||||||||
Decrease in goodwill | (970,000) | ||||||||||
Decrease in total consideration | 970,000 | ||||||||||
Goodwill deductible for tax purposes | 0 | $ 0 | |||||||||
Acquisition term | 1 year | ||||||||||
Goodwill impairment losses | $ 0 | ||||||||||
Gateway Pharmacology Laboratories LLC | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Shares issued | shares | 45,323 | ||||||||||
Common shares value | $ 1,182,000 | ||||||||||
Intangible assets | 100,000 | 100,000 | |||||||||
Cash and equivalents assumed | 1,671,000 | ||||||||||
Transaction costs | 93,000 | ||||||||||
Income tax benefit | $ 118,000 | ||||||||||
Goodwill deductible for tax purposes | 0 | $ 0 | |||||||||
Acquisition term | 1 year | ||||||||||
Goodwill impairment losses | $ 0 | ||||||||||
HistoTox Labs and Bolder BioPATH combined | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Transaction costs | $ 1,128,000 | ||||||||||
Number of operating segments | segment | 1 | ||||||||||
Revenues | $ 11,343,000 | ||||||||||
Net loss | $ 2,017,000 | ||||||||||
HistoTox Labs and Bolder BioPATH combined | Minimum | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Weighted-average estimated useful life | 6 years | ||||||||||
HistoTox Labs and Bolder BioPATH combined | Maximum | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Weighted-average estimated useful life | 8 years | ||||||||||
Paycheck protection program loan | Unsecured promissory note | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Principal amount | 800,000 | $ 800,000 | |||||||||
BioReliance Corporation | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Intangible assets | 640,000 | $ 640,000 | |||||||||
Cash and equivalents assumed | $ 175,000 | ||||||||||
Percentage of net sales from services to existing customers | 10.00% | 10.00% | |||||||||
Percentage of estimated fair value of net sales | 10.00% | ||||||||||
Contingent consideration | $ 640,000 | $ 640,000 | $ 640,000 | ||||||||
Acquisition term | 1 year | ||||||||||
Goodwill impairment losses | $ 0 | ||||||||||
BioReliance Corporation | Accrued Liabilities, Current | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Contingent consideration | $ 175,000 | ||||||||||
Customer Relationships | HistoTox Labs | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Weighted-average estimated useful life | 8 years | ||||||||||
Customer Relationships | Bolder BioPATH | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Weighted-average estimated useful life | 8 years | ||||||||||
Non-Compete Agreements | HistoTox Labs | |||||||||||
BUSINESS COMBINATIONS | |||||||||||
Weighted-average estimated useful life | 5 years |
BUSINESS COMBINATIONS - Unaudit
BUSINESS COMBINATIONS - Unaudited pro forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
BUSINESS COMBINATIONS | ||
Total revenues | $ 104,084 | $ 81,739 |
Net income (loss) | 8,741 | 335 |
Income tax benefit | 4,776 | (147) |
Pre-Clinical Research Services, Inc. | ||
BUSINESS COMBINATIONS | ||
Transaction costs | 248 | |
HistoTox Labs | ||
BUSINESS COMBINATIONS | ||
Transaction costs | 576 | |
Bolder BioPATH | ||
BUSINESS COMBINATIONS | ||
Transaction costs | 584 | |
Income tax benefit and other expenses | 4,867 | |
Income tax benefit | 4,867 | |
HistoTox Labs and Bolder BioPATH combined | ||
BUSINESS COMBINATIONS | ||
Transaction costs | $ 1,128 | |
Incremental interest expense and amortizaiton of deferred financing costs | $ 302 | |
HistoTox Labs and Bolder BioPATH combined | Minimum | ||
BUSINESS COMBINATIONS | ||
Weighted-average estimated useful life | 6 years | |
HistoTox Labs and Bolder BioPATH combined | Maximum | ||
BUSINESS COMBINATIONS | ||
Weighted-average estimated useful life | 8 years |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Segments Revenue and Operating Income (Loss) (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
SEGMENT INFORMATION | ||
Number of segments | segment | 2 | |
Revenue | $ 89,605 | $ 60,469 |
Operating Income (Loss) | (5,618) | (3,063) |
Interest expense | (1,683) | (1,490) |
Other income | 13,420 | 15 |
Income (loss) before income taxes | 6,119 | (4,538) |
Services Segment | ||
SEGMENT INFORMATION | ||
Revenue | 85,832 | 57,177 |
Operating Income (Loss) | 13,986 | 8,210 |
Products Segment | ||
SEGMENT INFORMATION | ||
Revenue | 3,773 | 3,292 |
Operating Income (Loss) | 202 | (437) |
Unallocated Corporate Segment | ||
SEGMENT INFORMATION | ||
Operating Income (Loss) | $ (19,806) | $ (10,836) |
SEGMENT INFORMATION - Operati_2
SEGMENT INFORMATION - Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
SEGMENT INFORMATION | |||
Identifiable assets: | $ 321,856 | $ 61,593 | |
Depreciation and amortization: | 6,268 | 4,074 | |
Goodwill, net: | 51,927 | 4,368 | $ 3,617 |
Capital expenditures: | 12,472 | 6,200 | |
Services Segment | |||
SEGMENT INFORMATION | |||
Identifiable assets: | 161,805 | 54,480 | |
Depreciation and amortization: | 5,320 | 3,272 | |
Goodwill, net: | 51,927 | 4,368 | |
Capital expenditures: | 12,241 | 4,781 | |
Products Segment | |||
SEGMENT INFORMATION | |||
Identifiable assets: | 1,772 | 1,535 | |
Depreciation and amortization: | 34 | 23 | |
Capital expenditures: | 28 | 9 | |
Unallocated Corporate Segment | |||
SEGMENT INFORMATION | |||
Identifiable assets: | 158,279 | 5,578 | |
Depreciation and amortization: | 914 | 779 | |
Capital expenditures: | $ 203 | $ 1,410 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
SEGMENT INFORMATION | ||
Revenues | $ 89,605 | $ 60,469 |
United States | ||
SEGMENT INFORMATION | ||
Revenues | 85,272 | 56,253 |
Other North America | ||
SEGMENT INFORMATION | ||
Revenues | 143 | 148 |
Pacific Rim | ||
SEGMENT INFORMATION | ||
Revenues | 2,040 | 2,826 |
Europe | ||
SEGMENT INFORMATION | ||
Revenues | 1,795 | 1,207 |
Other | ||
SEGMENT INFORMATION | ||
Revenues | $ 355 | $ 35 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
ACCRUED EXPENSES | ||
Current restructuring reserve | $ 0 | $ 168 |
Contract Termination | ||
ACCRUED EXPENSES | ||
Lease related restructuring reserve | $ 1,117 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)itememployee | Sep. 30, 2020USD ($) | |
RELATED-PARTY TRANSACTIONS | ||
Fees and reimbursed travel costs | $ 73 | $ 76 |
Lease term | 7 years | |
Sublease income | $ 657 | 636 |
SWL Properties, LLC | ||
RELATED-PARTY TRANSACTIONS | ||
Number of employees who owned properties | employee | 2 | |
Number of officers among employees who owned properties | employee | 1 | |
Number of former employee of the company who owned properties | employee | 1 | |
Lease term | 7 years | |
Number of successive terms for extension of lease term | item | 2 | |
Threshold period to purchase building | 5 years | |
Lease expense incurred | $ 260 | 390 |
LLC Bighorn Holdings | ||
RELATED-PARTY TRANSACTIONS | ||
Lease term | 5 years | |
Number of successive terms for extension of lease term | item | 2 | |
Lease expense incurred | $ 188 | 85 |
HistoTox Labs | ||
RELATED-PARTY TRANSACTIONS | ||
Sublease income | 20 | |
Consulting fees | 100 | |
Unsecured promissory note | Seller Note - Bolder BioPATH | ||
RELATED-PARTY TRANSACTIONS | ||
Principal amount | 1,500 | |
Paycheck protection program loan | Unsecured promissory note | ||
RELATED-PARTY TRANSACTIONS | ||
Principal amount | 800 | |
LS Associates | ||
RELATED-PARTY TRANSACTIONS | ||
Consulting fees | $ 86 | $ 64 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 05, 2021USD ($)$ / sharesshares | Nov. 04, 2021USD ($)itemshares | Oct. 04, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Nov. 03, 2021USD ($)shares |
SUBSEQUENT EVENTS | ||||||
Consideration in cash | $ 41,590,000 | $ 3,931,000 | ||||
Common Stock, Shares Authorized | shares | 19,000,000 | 19,000,000 | ||||
2018 Equity Incentive Plan | ||||||
SUBSEQUENT EVENTS | ||||||
Number of shares added under amended and restated plan | shares | 1,500,000 | 700,000 | ||||
Envigo | ||||||
SUBSEQUENT EVENTS | ||||||
Transaction costs | $ 4,124,000 | |||||
Subsequent events | ||||||
SUBSEQUENT EVENTS | ||||||
Common and preferred shares authorized | $ 75,000,000 | $ 20,000,000 | ||||
Common Stock, Shares Authorized | shares | 74,000,000 | 19,000,000 | ||||
Preferred Stock, Shares Authorized | shares | 1,000,000 | 1,000,000 | ||||
Number of shares added under amended and restated plan | shares | 1,500,000 | |||||
Subsequent events | Revolving Facility | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount of revolving loan facility | $ 15,000,000 | |||||
Maximum amount of line of credit | 25,000,000 | |||||
Subsequent events | Plato BioPharma Inc | ||||||
SUBSEQUENT EVENTS | ||||||
Transaction consideration in business acquisition | $ 15,000,000 | |||||
Consideration in cash | $ 10,000,000 | |||||
Shares issued | shares | 57,587 | |||||
Common shares value | $ 2,000,000 | |||||
Weighted average closing price of shares | 20 days | |||||
Liabilities incurred | $ 3,000,000 | |||||
Subsequent events | Envigo | ||||||
SUBSEQUENT EVENTS | ||||||
Consideration in cash | $ 205,200,000 | |||||
Shares issued | shares | 8,245,918 | |||||
Adjustments for net working capital | $ 13,000,000 | |||||
Shares issuable upon exercise of stock options | shares | 790,620 | |||||
Exercised weighted-average exercise price (in dollars per share) | $ / shares | $ 44.80 | |||||
Stock issued in acquisition (In shares) | shares | 8,245,918 | |||||
Stock price on acquisition date (per share) | $ / shares | $ 53.31 | |||||
Value of shares issued upon exercise of stock options included in consideration transferred | $ 19,500,000 | |||||
Number of board members | item | 7 | |||||
Subsequent events | Term Loan | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount | 165,000,000 | |||||
Subsequent events | Delayed Draw Term Loan | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount | $ 35,000,000 | |||||
Maximum term for drawing loan facility | 18 months |