Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2023. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) INDIANA ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) INDIAN ...

PART I FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201%20Condensed%20Consolidated%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements, including balance sheets, operations, cash flows, and key accounting notes Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2023 | September 30, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$868,666** | **$962,900** | | Cash and cash equivalents | $24,596 | $18,515 | | Goodwill | $94,286 | $157,825 | | **Total Liabilities** | **$596,031** | **$603,134** | | Long-term debt, less current portion | $370,040 | $330,677 | | **Total Shareholders' Equity** | **$272,635** | **$359,766** | Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2023 | Six Months Ended Mar 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$151,463** | **$140,313** | **$274,217** | **$224,524** | | Operating (Loss) Income | $(2,125) | $7,868 | $(92,703) | $(25,773) | | Goodwill Impairment Loss | $0 | $0 | $66,367 | $0 | | **Consolidated Net Loss** | **$(9,629)** | **$(6,664)** | **$(96,561)** | **$(90,075)** | | **Net Loss per Share (Basic & Diluted)** | **$(0.39)** | **$(0.24)** | **$(3.79)** | **$(3.84)** | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended Mar 31, 2023 | Six Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,426 | $4,027 | | Net cash used in investing activities | $(16,564) | $(303,621) | | Net cash provided by financing activities | $17,224 | $190,531 | | **Net increase (decrease) in cash** | **$7,138** | **$(109,455)** | [Note 1. Description of the Business and Basis of Presentation](index=10&type=section&id=1.%20DESCRIPTION%20OF%20THE%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) The company details its CRO operations and the significant liquidity impact from the temporary suspension of Cambodian NHP sales - The company operates through two segments: **Discovery and Safety Assessment (DSA)** and **Research Models and Services (RMS)**, the latter significantly expanded by the November 2021 acquisition of Envigo[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - A November 16, 2022 event involving criminal charges against the company's principal NHP supplier led to a temporary halt in selling Cambodian NHPs, which accounted for approximately **$140 million of revenue in fiscal 2022**[26](index=26&type=chunk)[28](index=28&type=chunk) - The NHP issue triggered a material adverse event clause in the company's credit agreement, limiting its ability to draw on its revolving credit facility, which was subsequently amended in January 2023[29](index=29&type=chunk) - To improve liquidity, the company is executing a **site optimization strategy**, including the closure of facilities in Cumberland (VA), Dublin (VA), Boyertown (PA), Haslett (MI), and planned closures in Europe[30](index=30&type=chunk) [Note 3. Segment and Geographic Information](index=13&type=section&id=3.%20SEGMENT%20AND%20GEOGRAPHIC%20INFORMATION) This note provides a financial breakdown by segment and geography, highlighting a significant operating loss in the RMS segment Segment Operating Income (Loss) (in thousands) | Segment | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2023 | Six Months Ended Mar 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | DSA | $1,924 | $3,752 | $4,296 | $9,794 | | RMS | $12,725 | $22,562 | $(58,547) | $22,642 | | Unallocated Corporate | $(16,774) | $(18,446) | $(38,452) | $(58,209) | | **Total Operating (Loss) Income** | **$(2,125)** | **$7,868** | **$(92,703)** | **$(25,773)** | Revenue by Geography (in thousands) | Region | Six Months Ended Mar 31, 2023 | Six Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | United States | $228,989 | $190,335 | | Netherlands | $26,744 | $18,655 | | Other | $18,484 | $15,534 | | **Total** | **$274,217** | **$224,524** | [Note 4. Business Combinations](index=14&type=section&id=4.%20BUSINESS%20COMBINATIONS) The company details several strategic acquisitions, most notably Envigo, which established the RMS reportable segment - The acquisition of Envigo on November 5, 2021, was a transformative deal with aggregate consideration including **$217.8 million in cash** and **8.25 million common shares** valued at $439.6 million, establishing the RMS segment[55](index=55&type=chunk) - Several other strategic acquisitions were completed to bolster capabilities, including Plato BioPharma (DSA), Integrated Laboratory Systems (DSA), Robinson Services (RMS), and Orient BioResource Center (RMS)[50](index=50&type=chunk)[63](index=63&type=chunk)[67](index=67&type=chunk)[72](index=72&type=chunk) [Note 5. Goodwill and Intangible Assets](index=21&type=section&id=5.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) A goodwill impairment loss of $66.4 million was recorded in the RMS segment due to uncertainty surrounding NHP imports - A **goodwill impairment loss of $66,367 thousand** was recorded in the RMS segment during the six months ended March 31, 2023[89](index=89&type=chunk) - The impairment was triggered by the November 16, 2022 event related to Cambodian NHP imports, which created uncertainty and led to a decrease in the company's stock price[89](index=89&type=chunk) - As of March 31, 2023, the remaining goodwill balance of **$94,286 thousand** is entirely allocated to the DSA segment[89](index=89&type=chunk) [Note 6. Debt](index=22&type=section&id=6.%20DEBT) The company's debt structure and recent credit agreement amendments, which imposed stricter covenants, are detailed Long-Term Debt Composition (in thousands) | Debt Instrument | March 31, 2023 | September 30, 2022 | | :--- | :--- | :--- | | Convertible Senior Notes | $107,729 | $104,965 | | Term Loan Facility, DDTL and Incremental Term Loans | $273,188 | $238,200 | | Seller Notes & Payables | $5,401 | $6,442 | | **Total Long-Term Debt (net)** | **$370,040** | **$330,677** | - The company executed the Second and Third Amendments to its Credit Agreement on December 29, 2022, and January 9, 2023, respectively, to address the material adverse event triggered by the NHP issue[96](index=96&type=chunk)[112](index=112&type=chunk)[117](index=117&type=chunk) - The Third Amendment allows borrowing under the revolver for operational expenses but imposes **higher interest rates** (e.g., SOFR + 6.75% for term loans) and restricts activities like acquisitions and investments[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) [Note 10. Restructuring and Assets Held for Sale](index=29&type=section&id=10.%20RESTRUCTURING%20AND%20ASSETS%20HELD%20FOR%20SALE) The company outlines its ongoing site optimization plan, including completed and planned facility closures and assets held for sale - The company has an ongoing site consolidation strategy, with closures completed at **Cumberland, Dublin, Boyertown, and Haslett facilities**[148](index=148&type=chunk)[150](index=150&type=chunk)[154](index=154&type=chunk) - Future closures are planned for Gannat, Blackthorn, and the RMS St. Louis facilities, expected to be completed by June 2023 and June 2024[153](index=153&type=chunk) Assets and Liabilities Held for Sale (in thousands) | Category | March 31, 2023 | | :--- | :--- | | Total assets held for sale | $7,270 | | Total liabilities held for sale | $2,101 | | **Net assets held for sale** | **$5,169** | [Note 14. Contingencies](index=34&type=section&id=14.%20CONTINGENCIES) Significant legal and regulatory challenges are outlined, including class action lawsuits and government investigations - The company is a defendant in a putative **securities class action lawsuit** alleging violations of the Securities Exchange Act related to the Envigo acquisition and NHP business[180](index=180&type=chunk) - Multiple **shareholder derivative lawsuits** have been filed, asserting claims for breach of fiduciary duty, gross mismanagement, and waste of corporate assets arising from the same issues[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) - The company is subject to ongoing government investigations, including **grand jury subpoenas** from the U.S. Attorney's Office for the Southern District of Florida regarding NHP importation[191](index=191&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, focusing on the impact of the NHP supplier issue and the company's strategic response [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Revenue grew 22.1% year-over-year, but a significant goodwill impairment led to a consolidated net loss of $96.6 million Six Months Ended March 31, 2023 vs 2022 (in millions) | Metric | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$274.2** | **$224.5** | **$49.7** | **22.1%** | | DSA Revenue | $88.1 | $71.9 | $16.2 | 22.5% | | RMS Revenue | $186.1 | $152.6 | $33.5 | 22.0% | | **Consolidated Net Loss** | **$(96.6)** | **$(90.1)** | **$(6.5)** | **7.2%** | - The RMS segment recorded an operating loss of **$(58.5) million** for the six months ended March 31, 2023, compared to operating income of $22.6 million in the prior year, primarily due to a **$66.4 million non-cash goodwill impairment charge**[233](index=233&type=chunk)[234](index=234&type=chunk) - The DSA segment's operating income **decreased by 56.1% to $4.3 million** for the six-month period, impacted by higher costs from laboratory capacity investments and recruitment of scientists[230](index=230&type=chunk)[231](index=231&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company details its liquidity position and measures taken to ensure sufficient funding for the next twelve months - Cash and cash equivalents stood at **$24.6 million** at March 31, 2023, compared to $18.5 million at September 30, 2022[240](index=240&type=chunk) - The company drew its **$35.0 million delayed draw term loan** (Additional DDTL) on October 12, 2022, to repay its revolver and fund capital expenditures[251](index=251&type=chunk) - Management believes existing cash, cash from operations, and cost-saving measures will be **sufficient to fund operations** and comply with debt covenants for at least the next twelve months[214](index=214&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risks are identified as interest rate fluctuations and foreign currency exchange rate volatility - A **one-percentage-point increase in interest rates** would result in an estimated **$2.7 million pre-tax reduction** in net earnings over a one-year period[298](index=298&type=chunk) - A hypothetical **10% change in foreign exchange rates** would alter the March 31, 2023 cash balance by approximately **$1.0 million** and revenue for the six-month period by approximately **$4.5 million**[301](index=301&type=chunk) [Item 4. Controls and Procedures](index=50&type=section&id=Item%204%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective due to material weaknesses in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of March 31, 2023, due to existing material weaknesses[303](index=303&type=chunk) - Material weaknesses identified include **ineffective IT general controls** (user access, change management) and an inadequate process for designing and monitoring internal controls over financial reporting[305](index=305&type=chunk)[306](index=306&type=chunk) - **Remediation efforts are ongoing**, including hiring additional personnel, improving IT procedures, and enhancing the overall control environment[307](index=307&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=51&type=section&id=Item%201%20Legal%20Proceedings) This section references Note 14 for details on legal matters, including lawsuits and government investigations - Information regarding legal proceedings is **incorporated by reference from Note 14** to the condensed consolidated financial statements[310](index=310&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A%20Risk%20Factors) No material changes to the company's risk factors have occurred since the last Annual Report on Form 10-K - There have been **no material changes** in the company's risk factors since the filing of its Annual Report on Form 10-K for the fiscal year ended September 30, 2022[311](index=311&type=chunk)

Financial Data and Key Metrics Changes - Total revenues increased by 8% to $151.5 million from $140.3 million in the same quarter last year [50] - Adjusted EBITDA was $17.1 million, down from $25.3 million in the same period last year, but improved from a negative $5.5 million in Q1 of fiscal 2023 [78] - Consolidated net loss attributable to common shareholders totaled $10 million or a negative $0.39 per share, compared to a net loss of $6.1 million or a negative $0.24 per diluted share in the same quarter of 2022 [77] Business Line Data and Key Metrics Changes - DSA segment revenues increased by 20.2% to $47 million from $39.1 million in the same quarter last year, driven by new customers and increased sales in genetic toxicology services [55][72] - RMS segment revenues rose by 3.3% to $104.5 million from $101.2 million in the same quarter last year, with favorable pricing for multiple product lines offsetting lower NHP volumes [58][72] Market Data and Key Metrics Changes - The book-to-bill ratio at DSA in Q2 was 0.95 times, with a backlog of $145.7 million, up from $133.6 million in Q2 of 2022 [57] - NHP volumes were significantly below historical levels, but pricing benefits were realized during the quarter [52][72] Company Strategy and Development Direction - The company is focusing on expanding service offerings in the DSA segment and optimizing the RMS operating footprint to improve production efficiencies and animal welfare [51][52] - The company is committed to maintaining a leadership role in helping clients discover and develop life-changing therapies, with expectations of margin and earnings improvements from ongoing expansions and integrations [69][71] Management's Comments on Operating Environment and Future Outlook - Management noted that customers are cautious in spending, which may lead to continued cancellations, but there has been a 20% increase in new orders and quoting activity [90][92] - The company expects to generate significant cash in the second half of the year and remains optimistic about compliance with financial covenants [17][63] Other Important Information - General and administrative expenses rose to $29 million, reflecting $6.7 million in legal and third-party fees primarily related to Cambodian NHP matters [75] - The company reiterated its full-year fiscal 2023 revenue guidance of at least $580 million and updated adjusted EBITDA guidance to at least $70 million [63] Q&A Session Summary Question: Can you quantify the duplicative operating costs? - Management indicated that quantifying duplicative costs is challenging due to hidden costs involved, but they expect significant cost reductions as integration progresses [21][27] Question: What is the outlook for free cash flow in the second half of the year? - Management expressed a positive outlook for Q3 and Q4, expecting to generate significant cash as site optimization projects wind down [17][18] Question: How is the demand and cancellation trend? - Cancellations in Q2 were reportedly less than in Q1, but management remains cautious about future spending behavior from customers [14][15] Question: What is the status of NHP imports and testing? - Management stated that they are prepared to import NHPs once allowed and have made significant progress in testing and auditing [88][90] Question: How is the staffing situation as new services roll out? - Management believes they are in a good position with staffing and do not anticipate significant increases in headcount for projected growth [93]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) IN ...

Inotiv, Inc. (NASDAQ:NOTV) Q1 2023 Earnings Conference Call February 13, 2023 4:30 PM ET Company Participants Devin Sullivan - The Equity Group Inc. Bob Leasure - President and Chief Executive Officer Beth Taylor - Senior Vice President and Chief Financial Officer Conference Call Participants Matt Hewitt - Craig-Hallum Capital Group Frank Takkinen - Lake Street Capital Markets David Windley - Jefferies Tim Daley - Wells Fargo Operator Hello, and welcome to Inotiv Inc.'s First Quarter Fiscal 2023 Financial R ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) | INDIAN ...

Inotiv, Inc. (NASDAQ:NOTV) Q4 2022 Earnings Conference Call January 10, 2023 5:00 PM ET Company Participants Devin Sullivan - Investor Relations, The Equity Group Inc. Bob Leasure - President and Chief Executive Officer Beth Taylor - Chief Financial Officer Conference Call Participants Frank Takkinen - Lake Street Capital Markets Matt Hewitt - Craig-Hallum Dave Windley - Jefferies Operator Greetings, and welcome to the Inotiv, Inc.'s Fourth Quarter and Full Year Fiscal 2022 Financial Results Conference Call ...

WHERE Insights LEAD TO >> answers 》》 Company Presentation November 2022 Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation ReformAct of 1995 that are subject to risks and uncertainties that could cause actual results to differ materially fromthose projected. Forward-looking statements can often be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) INDIAN ...