Inotiv(NOTV) - 2021 Q1 - Quarterly Report

PART I FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and related management discussion for the reporting period Item 1 Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements for Bioanalytical Systems, Inc., including the balance sheets, statements of operations, shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, segment information, debt, and recent acquisitions Condensed Consolidated Balance Sheets This statement presents the Company's financial position, including assets, liabilities, and shareholders' equity, at specific reporting dates Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2020 | September 30, 2020 | Change (QoQ) | % Change (QoQ) | | :-------------------------------- | :------------------ | :------------------- | :------------- | :--------------- | | Total Assets | $62,798 | $61,593 | $1,205 | 1.96% | | Total Liabilities | $55,342 | $53,997 | $1,345 | 2.49% | | Total Shareholders' Equity | $7,456 | $7,596 | $(140) | -1.84% | | Cash and cash equivalents | $1,155 | $1,406 | $(251) | -17.85% | | Accounts receivable (net) | $8,937 | $8,681 | $256 | 2.95% | | Customer advances | $13,635 | $11,392 | $2,243 | 19.69% | Condensed Consolidated Statements of Operations This statement details the Company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Change (YoY) | % Change (YoY) | | :-------------------------- | :------------------------------ | :------------------------------ | :----------- | :--------------- | | Total Revenue | $17,885 | $12,918 | $4,967 | 38.45% | | Service Revenue | $17,032 | $12,142 | $4,890 | 40.27% | | Product Revenue | $853 | $776 | $77 | 9.92% | | Gross Profit | $5,877 | $3,477 | $2,400 | 69.03% | | Operating Income (Loss) | $14 | $(1,020) | $1,034 | -101.37% | | Net Loss | $(366) | $(1,426) | $1,060 | -74.33% | | Basic Net Loss Per Share | $(0.03) | $(0.13) | $0.10 | -76.92% | | Diluted Net Loss Per Share | $(0.03) | $(0.13) | $0.10 | -76.92% | Consolidated Statement of Shareholders' Equity This statement outlines changes in the Company's shareholders' equity, including net loss, stock option exercises, and stock-based compensation Shareholders' Equity Changes (in thousands) | Item | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :---------------------- | :------------------------------ | :------------------------------ | | Balance at Sep 30 | $7,596 | $10,710 | | Net Loss | $(366) | $(1,426) | | Stock Option Exercises | $45 | — | | Stock-Based Compensation | $181 | $81 | | Balance at Dec 31 | $7,456 | $10,370 | Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the reporting period Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net Cash Provided by Operating Activities | $1,652 | $1,452 | | Net Cash Used in Investing Activities | $(1,474) | $(6,096) | | Net Cash (Used in) Provided by Financing Activities | $(429) | $4,549 | | Net Decrease in Cash | $(251) | $(95) | | Cash at End of Period | $1,155 | $511 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION This note describes the Company's core business activities and the accounting principles used for interim financial reporting - The Company, operating as Bioanalytical Systems, Inc. and Inotiv, provides contract laboratory research services for pharmaceutical, chemical, and medical device development, biomedical research, and government-sponsored research, also manufacturing and selling scientific instruments globally[19] - The unaudited interim condensed consolidated financial statements are prepared in accordance with SEC rules for interim financial reporting and should be read with the annual Form 10-K[20] 2. STOCK-BASED COMPENSATION This note details the Company's equity incentive plan, stock option activity, restricted share grants, and related compensation expenses - The Company's Equity Incentive Plan aims to attract and retain officers, directors, and key employees, with 680 shares remaining available for grants as of December 31, 2020[22] - Effective October 1, 2020, the Company prospectively changed its accounting policy for forfeitures, no longer reducing stock-based compensation expense for estimated forfeitures, but adjusting it in the period a forfeiture occurs, with the impact deemed immaterial[23] Stock-Based Compensation Expense (in thousands) | Period | Stock-Based Compensation Expense | | :------------------------------ | :------------------------------- | | Three Months Ended Dec 31, 2020 | $181 | | Three Months Ended Dec 31, 2019 | $81 | Stock Option Activity (in thousands of shares, except for share prices) | Activity | Options (shares) | Weighted-Average Exercise Price | | :-------------------------------- | :--------------- | :------------------------------ | | Outstanding – October 1, 2020 | 712 | $2.21 | | Granted | 22 | $5.19 | | Exercised | (23) | $1.90 | | Forfeited | (5) | $3.41 | | Expired | (1) | $1.78 | | Outstanding – December 31, 2020 | 704 | $2.31 | | Exercisable at December 31, 2020 | 318 | $1.75 | - As of December 31, 2020, total unrecognized compensation cost for non-vested stock options was $515 thousand, expected to be recognized over a weighted-average service period of 2.0 years[27] Restricted Share Activity (in thousands of shares, except for fair value) | Activity | Restricted Shares | Weighted Average Grant Date Fair Value | | :-------------------------- | :---------------- | :------------------------------------- | | Outstanding – Sep 30, 2020 | 128 | $3.88 | | Granted | 117 | $7.86 | | Forfeited | — | — | | Outstanding – Dec 31, 2020 | 245 | $5.77 | - As of December 31, 2020, total unrecognized compensation cost for non-vested restricted shares was $1,160 thousand, expected to be recognized over a weighted-average service period of 2.1 years[28] 3. INCOME (LOSS) PER SHARE This note presents the calculation of basic and diluted net loss per share, including the impact of anti-dilutive securities Basic Net Loss Per Share | Metric | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net loss applicable to common shareholders | $(366) | $(1,426) | | Weighted average common shares outstanding | 11,016 | 10,669 | | Basic net loss per share | $(0.03) | $(0.13) | - 704 options and 12 common shares (from preferred conversion) were anti-dilutive and thus not included in diluted EPS calculation for the three months ended December 31, 2020[29] 4. INVENTORIES This note provides a breakdown of the Company's inventory components, including raw materials, work in progress, finished goods, and obsolescence reserves Inventories (in thousands) | Category | December 31, 2020 | September 30, 2020 | | :---------------- | :------------------ | :------------------- | | Raw materials | $573 | $577 | | Work in progress | $67 | $70 | | Finished goods | $396 | $230 | | Total | $1,036 | $877 | | Obsolescence reserve | $(160) | $(177) | | Net Inventories | $876 | $700 | 5. SEGMENT INFORMATION This note disaggregates the Company's financial performance into its Research Services and Research Products operating segments - The Company operates in two principal segments: Research Services (contract R&D support for pharmaceutical companies) and Research Products (liquid chromatography, electrochemical, and physiological monitoring products)[33] Revenue and Operating Income (Loss) by Segment (in thousands) | Metric | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :-------------------- | :------------------------------ | :------------------------------ | | Revenue: | | | | Service | $17,032 | $12,142 | | Product | $853 | $776 | | Total Revenue | $17,885 | $12,918 | | Operating Income (Loss): | | | | Service | $3,111 | $1,263 | | Product | $167 | $(271) | | Corporate | $(3,264) | $(2,012) | | Total Operating Income (Loss) | $14 | $(1,020) | 6. INCOME TAXES This note explains the Company's income tax accounting policies, effective tax rates, and the impact of deferred tax assets and valuation allowances - The Company uses the asset and liability method for income taxes, recognizing deferred tax assets and liabilities for temporary differences and carry-forwards[36] - The effective income tax rate for the three months ended December 31, 2020, was (9.89)%, primarily due to changes in the valuation allowance on net deferred tax assets[37] - The Company reversed a $1,276 thousand deferred tax asset and corresponding valuation allowance related to PPP loan expenses as of December 31, 2020, following clarification in the Consolidated Appropriations Act, 2021, allowing full deduction of these expenses[41][42] 7. DEBT This note details the Company's various credit facilities, term loans, and other debt instruments, including their balances and key terms - The Company's Credit Agreement with First Internet Bank of Indiana includes five term loans, a revolving line of credit, a construction draw loan, an equipment draw loan, and two capital expenditure instruments[43] Long-Term Debt Balances (in thousands) | Debt Type | December 31, 2020 | September 30, 2020 | | :-------------------------------- | :------------------ | :------------------- | | Initial Term Loan | $3,686 | $3,748 | | Second Term Loan | $3,820 | $4,004 | | Third Term Loan | $1,067 | $1,115 | | Fourth Term Loan | $1,356 | $1,425 | | Fifth Term Loan | $1,875 | $1,891 | | Initial Capex Line | $872 | $920 | | Construction and Equipment Loans | $5,308 | $5,496 | | Seller Note – Smithers Avanza | $570 | $650 | | Seller Note – Pre-Clinical Research Services | $735 | $752 | | Paycheck Protection Program Loan | $5,051 | $5,051 | | Total Long-term Debt (net of current portion & issuance costs) | $17,208 | $18,826 | - The Revolving Facility had no outstanding balance as of December 31, 2020, and its maturity was extended to May 31, 2021[49] - The Company received a $5,051 thousand PPP loan in April 2020 and applied for forgiveness of $4,851 thousand, with repayment pending the forgiveness decision[59] 8. ACCRUED EXPENSES This note provides information on the Company's accrued expenses, specifically detailing the restructuring liability related to a facility lease Restructuring Liability (in thousands) | Date | Restructuring Liability | | :------------------ | :---------------------- | | December 31, 2020 | $178 | | September 30, 2020 | $168 | - The restructuring liability relates to lease payments and other costs for a United Kingdom facility from a fiscal 2012 restructuring[62] 9. NEW ACCOUNTING PRONOUNCEMENTS This note discusses the adoption of new accounting standards and their impact on the Company's consolidated financial statements - The Company adopted ASU 2016-13 "Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument" (CECL) on October 1, 2020, which did not have a material impact on its consolidated financial statements[63] 10. BUSINESS COMBINATIONS This note outlines the accounting treatment for business acquisitions, including purchase price allocation and pro forma financial information - The Company accounts for acquisitions under ASC 805, valuing consideration, assets, and liabilities at fair market value at the acquisition date, with acquisition costs generally expensed as incurred[65] - On December 1, 2019, the Company acquired substantially all assets of Pre-Clinical Research Services, Inc. (PCRS) for a total consideration of $5,857 thousand, including cash, common shares, and an unsecured promissory note[67] PCRS Acquisition Purchase Price Allocation (as of December 31, 2020, in thousands) | Category | Allocation | | :-------------------------- | :--------- | | Receivables | $578 | | Property and equipment | $2,836 | | Unbilled receivables | $162 | | Prepaid expenses | $27 | | Intangible assets | $2,081 | | Goodwill | $751 | | Accounts payable | $(109) | | Accrued expenses | $(118) | | Customer advances | $(351) | | Total | $5,857 | - Goodwill from the PCRS acquisition, allocated to the Services segment, is derived from enhanced scientific expertise, expanded client base, and broader service solutions[69] PCRS Pro Forma Results (Three Months Ended December 31, 2019, in thousands) | Metric | Amount | | :-------------------------- | :----- | | Total Revenues | $13,835 | | Net Loss | $(1,299) | | Pro Forma Basic Net Loss Per Share | $(0.12) | | Pro Forma Diluted Net Loss Per Share | $(0.12) | 11. REVENUE RECOGNITION This note describes the Company's policies for recognizing revenue from its service and product offerings, including contract assets and liabilities - The Company disaggregates revenue into service revenue, product revenue, and royalties, identifying performance obligations at contract inception[73] - Service revenue from fixed-fee arrangements (nonclinical research, bioanalytical, method development) is recognized over time using the input method or when services are performed; archive services revenue is recognized ratably over the service period[75][76] - Product revenue is recognized at a point in time, generally when title and control transfer to the client based on shipping terms, with maintenance agreements recognized ratably over the service period[77] Changes in Contract Assets and Liabilities (in thousands) | Category | Balance at Sep 30, 2020 | Additions | Deductions | Balance at Dec 31, 2020 | | :------------------------ | :---------------------- | :-------- | :--------- | :---------------------- | | Unbilled receivables | $1,879 | $720 | $(420) | $2,179 | | Customer advances | $11,392 | $35,042 | $(32,799) | $13,635 | 12. LEASES This note details the Company's accounting for leases, including right-of-use assets, lease liabilities, and related lease costs - The Company records a right-of-use (ROU) asset and lease liability for most leases (excluding those 12 months or less) in accordance with ASU 842, recognizing lease expense on a straight-line basis[81] Lease Assets and Liabilities (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :-------------------------------- | :------------------ | :------------------ | | Operating right-of-use assets, net | $4,093 | $4,739 | | Total operating lease liabilities | $4,307 | $4,908 | | Finance right-of-use assets, net | $4,742 | $4,641 | | Total finance lease liabilities | $4,733 | $4,633 | Total Lease Cost (in thousands) | Period | Total Lease Cost | | :------------------------------ | :--------------- | | Three Months Ended Dec 31, 2020 | $187 | | Three Months Ended Dec 31, 2019 | $169 | Weighted-Average Lease Terms and Discount Rates | Metric | December 31, 2020 | December 31, 2019 | | :-------------------------------- | :------------------ | :------------------ | | Weighted-average remaining lease term (Operating) | 4.51 years | 5.41 years | | Weighted-average remaining lease term (Finance) | 0.88 years | 0.58 years | | Weighted-average discount rate (Operating) | 5.22% | 5.22% | | Weighted-average discount rate (Finance) | 5.84% | 5.95% | Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and operational results for the three months ended December 31, 2020, highlighting growth initiatives, the impact of acquisitions, revenue and expense trends, and liquidity Forward-Looking Statements This section cautions readers about the inherent risks and uncertainties associated with the Company's forward-looking projections and expectations - The report contains forward-looking statements regarding strategic plans, demand trends, product development, capital expenditures, global economic conditions, cash position, integration of acquisitions, expansion efforts, talent retention, marketing, debt servicing, bookings, margins, liquidity, and COVID-19 impact[89] - Readers are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, with actual results potentially differing materially from expectations[89][90] Recent Developments and Executive Summary This section highlights the Company's strategic growth initiatives, recent acquisitions, operational performance, and the impact of external factors like COVID-19 - The Company has undertaken significant growth initiatives, including acquisitions (Seventh Wave, Smithers Avanza, PCRS), facility expansion in Evansville, and investments in infrastructure, scientific capabilities, and leadership[92] - Financial results for the three months ended December 31, 2020, were positively impacted by increased sales and gross margins from acquisitions and internal growth in the Service business, along with improved margins and expense reductions in the Products segment[93] - Despite the COVID-19 pandemic, the Company maintained operations as an "essential critical infrastructure" industry, implementing safety measures and work-from-home arrangements, and utilized a $5,051 thousand PPP loan[94][95] - The Company proposes adopting Inotiv, Inc. as its formal corporate name at the 2021 annual meeting of shareholders to further establish its brand[96] Business Overview This section describes the Company's core business of providing drug discovery and development services and selling analytical instruments, along with relevant industry trends - The Company provides drug discovery and development services and sells analytical instruments, aiming to deliver superior scientific research and innovative instrumentation to accelerate drug and product development[98] - Key industry trends benefiting the Company include large pharmaceutical companies outsourcing R&D due to patent expirations and cost pressures, the growth of the generic drug industry, and the reliance of smaller, venture capital-funded biotech companies on CROs for research and regulatory guidance[100][101] Financial Performance Metrics This section presents key financial indicators, including revenues, gross profit, operating expenses, and cash flow metrics, for the reporting period Key Financial Performance Metrics (in thousands) | Metric | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Change (YoY) | % Change (YoY) | | :-------------------------- | :------------------------------ | :------------------------------ | :----------- | :--------------- | | Total Revenues | $17,885 | $12,918 | $4,967 | 38.5% | | Gross Profit | $5,877 | $3,477 | $2,400 | 69.1% | | Operating Expenses | $5,863 | $4,497 | $1,366 | 30.4% | | Cash and Cash Equivalents | $1,155 | $1,406 (Sep 30, 2020) | $(251) | -17.85% | | Cash from Operations | $1,652 | $1,452 | $200 | 13.77% | | Capital Expenditures | $1,474 | $2,165 | $(691) | -31.92% | - As of December 31, 2020, the Company had no outstanding balance on its $5,000 thousand general line of credit but had a $3,000 thousand balance on its $3,000 thousand capex line of credit[104] Results of Operations This section provides a detailed analysis of the Company's revenues, cost of revenues, operating expenses, and net income or loss for the reporting period Service and Product Revenues This section breaks down the Company's total revenue into service and product categories, detailing changes and contributing factors - Total revenues increased by 38.5% to $17,885 thousand for the three months ended December 31, 2020, compared to $12,918 thousand in the prior year[107] Service Revenue Breakdown (in thousands) | Service Type | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Change (YoY) | % Change (YoY) | | :---------------------- | :------------------------------ | :------------------------------ | :----------- | :--------------- | | Bioanalytical analysis | $1,650 | $1,327 | $323 | 24.3% | | Nonclinical services | $13,687 | $10,128 | $3,559 | 35.1% | | Other laboratory services | $1,695 | $687 | $1,008 | 146.7% | | Total Service Revenue | $17,032 | $12,142 | $4,890 | 40.3% | Product Revenue Breakdown (in thousands) | Product Type | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Change (YoY) | % Change (YoY) | | :-------------------------- | :------------------------------ | :------------------------------ | :----------- | :--------------- | | Culex, in-vivo sampling systems | $261 | $176 | $85 | 48.3% | | Analytical instruments | $504 | $389 | $115 | 29.6% | | Other instruments | $88 | $211 | $(123) | -58.3% | | Total Product Revenue | $853 | $776 | $77 | 9.9% | Cost of Revenues This section analyzes the cost of service and product revenues, highlighting changes in percentages and underlying operational efficiencies - Cost of Service revenue as a percentage of Service revenue decreased to 68.1% (from 73.4% YoY), reflecting operating leverage and greater utilization of expanded capacity[112] - Cost of Products revenue as a percentage of Products revenue decreased to 48.2% (from 68.2% YoY) due to expense reductions and improved margins on existing sales[113] Operating Expenses This section details the Company's selling, research and development, and general and administrative expenses, explaining significant fluctuations - Selling expenses decreased by 29.1% to $625 thousand, primarily due to a reduction in non-recurring costs related to the Inotiv brand launch and lower trade show/travel expenses due to COVID-19[114] - Research and development expenses increased by 21.0% to $196 thousand, mainly driven by internal development investments for new services[115] - General and administrative expenses increased by 46.0% to $5,042 thousand, primarily due to increased employee-related costs (including non-cash stock compensation) and additional expenses from the PCRS acquisition[116] Other Income (Expense) This section reports non-operating income and expenses, primarily focusing on interest expense from debt arrangements - Other expense for the first quarter of fiscal 2020 was $347 thousand, an increase from $309 thousand in the prior year, mainly due to higher interest expense from the PPP loan and credit arrangements with FIB[117] Net Income/Loss This section presents the Company's overall profitability or loss for the period, comparing it to the prior year - The Company reported a net loss of $366 thousand for the three months ended December 31, 2020, a significant reduction from the $1,426 thousand net loss in the comparable prior year period[118] Income Taxes This section discusses the Company's income tax expense, effective tax rate, and the factors influencing tax provisions Effective Income Tax Rate | Period | Effective Income Tax Rate | | :------------------------------ | :------------------------ | | Three Months Ended Dec 31, 2020 | (9.89)% | | Three Months Ended Dec 31, 2019 | (7.32)% | - The tax expense primarily relates to certain credits arising when deferred tax liabilities from indefinite-lived assets cannot support the realization of deferred tax assets for valuation allowance purposes[119] Liquidity and Capital Resources This section assesses the Company's ability to meet its short-term and long-term financial obligations, including cash flow and debt management Comparative Cash Flow Analysis This section analyzes the Company's cash flows from operating, investing, and financing activities, highlighting significant changes - Cash and cash equivalents decreased to $1,155 thousand at December 31, 2020, from $1,406 thousand at September 30, 2020[121] - Net cash provided by operating activities increased to $1,652 thousand for the three months ended December 31, 2020, from $1,452 thousand in the prior year, driven by noncash charges, increased customer advances, and accounts payable, partially offset by increases in accounts receivable and prepaid expenses[122] - Investing activities used $1,474 thousand in the first three months of fiscal 2021 for capital expenditures, a decrease from $6,096 thousand in the prior year which included the PCRS acquisition cash payment[125] - Financing activities used $429 thousand in the first three months of fiscal 2021, a shift from $4,549 thousand provided in the prior year, primarily due to payments on long-term debt and finance leases, partially offset by capex line borrowings and stock option exercises[126] - Days' sales in accounts receivable decreased to 49 days at December 31, 2020, from 56 days at September 30, 2020[123] Capital Resources This section details the Company's available capital, including credit facilities and debt arrangements, and management's outlook on future liquidity - The Company's Credit Agreement with First Internet Bank includes various term loans, a revolving facility, construction/equipment draw loans, and capex lines, with balances detailed in Note 7[127] - A Credit Agreement modification on December 18, 2020, suspended Fixed Charge Coverage Ratio testing for December 31, 2020, and revised future covenant calculations, which would have otherwise resulted in non-compliance[140] - Future financial covenants include maintaining a Fixed Charge Coverage Ratio of at least 1.05 to 1.0 by March 31, 2021, increasing to 1.20 to 1.00 by September 30, 2021, and a Cash Flow Leverage Ratio not exceeding 6.00 to 1.00 by December 31, 2020, decreasing to 4.25 to 1.00 by September 30, 2021[141] - The Company's liquidity for fiscal 2021 is expected to come from cash generated from operations, cash on-hand, and additional borrowings under its Credit Agreement, which management believes will be sufficient to fund operations and capital expenditures[146] Item 3 Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, Bioanalytical Systems, Inc. is not required to provide quantitative and qualitative disclosures about market risk - A smaller reporting company is not required to provide the information required by Item 3[147] Item 4 Controls and Procedures This section details the Company's disclosure controls and procedures, confirming their effectiveness, and reports no material changes in internal control over financial reporting during the quarter Disclosure Controls and Procedures This section confirms that management, including the CEO and CFO, evaluated and determined the effectiveness of the Company's disclosure controls and procedures - Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2020, and determined them to be effective[149] Changes in Internal Controls This section reports that there were no material changes in the Company's internal control over financial reporting during the first quarter of fiscal 2021 - There were no changes in the Company's internal control over financial reporting during the first quarter of fiscal 2021 that materially affected or are reasonably likely to materially affect internal control over financial reporting[150] PART II OTHER INFORMATION This section provides additional disclosures not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1 Legal Proceedings This section states that there were no material changes to the Company's legal proceedings disclosure during the first quarter of fiscal 2021 - There were no material changes during the first quarter of fiscal 2021 to the Company's disclosure in Item 3 of its Form 10-K for fiscal 2020 regarding legal proceedings[151] Item 1A Risk Factors This section refers investors to the comprehensive risk factors detailed in the Company's Annual Report on Form 10-K and acknowledges that new or currently immaterial risks may emerge - Investors should carefully consider the risks described in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, including those under "Risk Factors"[152] - The Company acknowledges that new risk factors or risks currently deemed immaterial may emerge, and it is not possible to predict all such factors or their potential impact[153] Item 6 Exhibits This section lists the exhibits filed as part of the Form 10-Q, including amendments to the credit agreement, an employment agreement, and various certifications - Key exhibits filed include the Third Amendment to the Amended and Restated Credit Agreement (December 18, 2020), the Amended and Restated Employment Agreement with Robert W. Leasure, Jr. (December 29, 2020), and certifications from the Principal Executive Officer and Chief Financial Officer[154] Signatures This section contains the official signatures of the Company's President and Chief Executive Officer, and Chief Financial Officer and Vice President of Finance, certifying the report