8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): February 11, 2022 

INOTIV, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-23357	35-1345024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE, indiana	47906-1382
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Shares	NOTV	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 7.01 Regulation FD Disclosure.

The Company is furnishing certain information regarding its business, some of which has not been previously reported, derived from a Lender Presentation provided to potential secured lenders of the Company. This information is included in Exhibit 99.1. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed as part of this report:

Exhibit No.	Description
99.1	Excerpts from Lender Presentation circulated to the Potential Secured Lenders*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished, not filed.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements that involve risks and uncertainties. Those statements may include, but are not limited to, discussions regarding our intent, belief or current expectations with respect to (i) our strategic plans; (ii) trends in the demand for our products and services; (iii) trends in the industries that consume our products and services; (iv) our ability to develop new products and services; (v) our ability to make capital expenditures and finance operations; (vi) global economic conditions, especially as they impact our markets; (vii) our cash position; (viii) our ability to effectively integrate the operations and personnel related to recent acquisitions; (ix) our ability to effectively manage current expansion efforts in in St. Louis, Missouri and any other future expansion or acquisition initiatives we undertake; (x) our ability to develop and build infrastructure and teams to manage growth and projects; (xi) our ability to continue to retain and hire key talent; (xii) our ability to market our services and products under our new corporate name and relevant brand names; (xiii) our ability to service our outstanding indebtedness; (xiv) our expectations regarding the volume of new bookings, pricing, gross margins and liquidity, (xv) the impact of COVID-19 on the economy, demand for our services and products and our operations, including measures taken by government authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties, and (xvi) the Envigo Acquisition and its impact on our business, financial condition and results of operations.

All statements, other than statements of historical facts, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. Unless required by law, we will not undertake and we specifically disclaim any obligation to release publicly the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not anticipated. In that

respect, we wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made.

This Report may include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data.

SIGNATURES

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

	INOTIV, INC.
Date: February 11, 2022	By:	/s/ Beth A. Taylor
		Chief Financial Officer,
		Vice President—Finance

EX-99.1

Exhibit 99.1

Certain Financial Information

In January 2022, Inotiv, Inc. (the “Company”) conducted a confidentially marketed syndication of secured debt to its existing lenders. As part of the marketing effort, the Company disclosed to the lenders certain financial information regarding the Company and certain of its recent acquisition targets that has not been previously disclosed. That information included historical revenues and Adjusted EBITDA information for the Company and for the acquisition targets for the 12-month period ended September 30, 2021 (the “LTM Period”). The acquisition targets included Envigo RMS Holding Corp. (“Envigo”), Plato BioPharma, LLC (“Plato”), Robinson Services, Inc. (“RSI”), Integrated Laboratory Services, Inc. (“ILS”) and Orient BioResource Center, Inc. (“Orient”) Pro forma financial information giving effect to the acquisition of Envigo and the associated financing was included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2021 (the “Envigo Pro Forma Information”). The Adjusted EBITDA information provided to the lenders is set forth in the slide attached hereto. In addition, in order to enable investors and shareholders to better evaluate the information provided to the lenders, the Company is providing the following GAAP information for the LTM Period for each of the entities included in the pro forma calculation (amounts in thousands).

	Twelve Months Ended September 30, 2021
Entity	Net Revenue		Net Income
Inotiv	$	89,605	$	10,895
Envigo		291,700		12,670
Plato		6,596		1,234
RSI		2,469		1,265
ILS		20,425		3,072
Orient		27,085		5,961
Total	$	452,387	$	35,097

As noted in the Envigo Pro Forma Information, after giving effect to the acquisitions of Bolder BioPATH, Inc. and HistoTox Laboratories, Inc., which occurred in April and May 2021, the Company’s pro forma net revenue for the LTM Period was $104,112 thousand and its pro forma income from continuing operations for the LTM Period was $13,608 thousand.

Non-GAAP to GAAP Reconciliation

This information contains financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (GAAP), including Adjusted EBITDA for the twelve months ended September 30, 2021. Adjusted EBITDA as reported herein refers to a financial performance measure that excludes from net income (loss) income statement line items interest expense and income taxes (benefit) expense, as well as non-cash charges for depreciation and amortization, stock-based compensation expense, PPP loan forgiveness, gain on fair value remeasurement of convertible notes, gain on forgiveness of debt, gains on sale of animal colony, non-recurring acquisition and integration costs, and other items reflected in the Non-GAAP to GAAP reconciliations listed in the table below.

The Company believes that these non-GAAP measures provide useful information to investors. Among other things, they may help investors evaluate the Company’s ongoing operations. They can assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the business, including to allocate resources. Investors should consider these non-GAAP measures as supplemental and in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.

Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of our results and to illustrate our results giving effect to the non-GAAP adjustments shown in the reconciliation. Management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Inotiv Net Income			10,895
Interest expense, net			1,683
Income tax expense			(4,776	)
Depreciation & Amortization			6,268
Inotiv EBITDA			14,070
Envigo Net Income			12,670
Interest expense, net			8,424
Income Tax Expense (Benefit)			17,127
Depreciation & Amortization			10,325
Envigo EBITDA			48,546
Inotiv + Envigo Adjustments
PPP Loan Forgiveness Inotiv			(4,851	)
Gain on Fair Value Remeasurement of Convertible Notes			(8,362	)
Gain on Sale of Animal Colony			(12,386	)
Israel RMS Removal			(2,040	)
Envigo Other Income			(736	)
PPP Loan Forgiveness Envigo			(11,516	)
Normalization Adjustments			(39,891	)
Inotiv + Envigo Normalized EBITDA			22,725
Impairment of PP&E, goodwill and intangibles			300
Inotiv Stock-based compensation	1,787
Envigo Stock-based compensation	574
Stock-based compensation			2,361
Inotiv Acquisition & Integration Expenses	5,377
Envigo Transaction Expenses	3,656
Transaction Expenses			9,033
Start-up costs for new service offerings			1,478
Envigo Integration costs	174
Envigo Restructuring Expenses	2,562
Restructuring and integration expenses			2,736
Envigo Sponsor Management Fees	2,256
Envigo Other Adjustments	954
Other non-recurring			3,210
Envigo Inventory step-up amortization	114
Envigo normalized bad debt	(142	)
Inotiv UK Lease Liability / other	(179	)
Other non-cash expenses			(207	)
ERP System Upgrade			1,329
Remediation Expenses			3,787
HistoTox (Apr-21)	2,086
Boulder BioPath (Apr-21)	3,093
Pre-acquisition EBITDA			5,180
Acquisition Synergies			1,500
Adjusted EBITDA, pro forma acquisitions closed through 9/30/21 + Envigo			53,432
Plato Net Income			1,234
Interest Expense			12
Tax			101
Depreciation			17
Amortization			1
PPP Loan Forgiveness			(460	)
Plato Adjusted EBITDA			905
RSI Net Income			1,265
ILS Net Income			3,072
Interest expense, net			31
Depreciation & Amortization			554
ILS EBITDA			3,657
Orient Net Income			5,961
Depreciation & Amortization			343
PPP Loan Forgiveness			(650	)
Legal fees for DOJ investigation			640
Net loss on disposition of fixed assets			117
Orient Adjusted EBITDA			6,412
Pro Forma Credit Agreement Adjusted EBITDA			65,671
Inotiv Net Income			10,895
Interest expense, net			1,683
Income tax expense			(4,776	)
Depreciation & Amortization			6,268
PPP Loan Forgiveness			(4,851	)
Stock-Based Compensation			1,787
UK Lease Liability / Other			(179	)
Acquisition & Integration Costs			5,377
Start-up costs for new service offerings			1,478
Gain on fair value remeasurement of convertible notes			(8,362	)
HistoTox (Apr-21)			2,086
Boulder BioPath (Apr-21)			3,093
Inotiv Pro Forma Adjusted EBITDA			14,500
Envigo Net Income			12,670
Interest expense, net			8,424
Income Tax Expense (Benefit)			17,127
Depreciation & Amortization			10,325
Loss on Disposition of Assets			764
Impairment of Property, Plant and Equipment, Goodwill and Intangible Assets			300
Gain on Sale of Animal Colony			(12,386	)
Gain on Extinguishment of Debt			(633	)
PPP Loan Forgiveness			(11,516	)
Transaction Expenses			3,656
Foreign Exchange Losses (Gains)			417
Non-cash Stock Compensation Expense			574
Pension Expense			259
Sponsor Management Fees and Expenses			2,256
Inventory Step-up Amortization			114
Integration Expenses			174
COVID-19 Expenses			362
Restructuring Expenses			2,084
ERP System Upgrade			1,329
Remediation Expenses			3,787
Haslett/Boyertown Estimated Savings from Restructuring			397
Bresso Restructuring			81
Consolidated VIE Removal			600
Israel RMS Removal			(2,040	)
Other Income			(736	)
Normalized Bad Debt			(142	)
Board of Directors			500
Unrecorded Audit Adjustments			(1,315	)
Envigo Pro Forma Adjusted EBITDA			37,432
Plato Net Income			1,234
Interest Expense			12
Tax			101
Depreciation			17
Amortization			1
PPP Loan Forgiveness			(460	)
RSI Net Income			1,265
ILS Net Income			3,072
Interest expense, net			31
Depreciation & Amortization			554
Orient Net Income			5,961
Depreciation & Amortization			343
PPP Loan Forgiveness			(650	)
Legal fees for DOJ investigation			640
Net loss on disposition of fixed assets			117
Plato, RSI, ILS, Orient Acquisitions			12,239
Acquisition Synergies			1,500
Total Pro Forma Credit Agreement Adjusted EBITDA			65,671

 

Pro Forma Credit Agreement Adjusted EBITDA Pro Forma Revenue & Pro Forma Credit Agreement Adj. EBITDA (FYE 9/30; $ in millions) $452.4 $56.6 $65.7 $291.7 $1.5 $12.2 $37.4 $104.1 $14.5 2021 PF Revenue 2021 PF CA Adj. EBITDA Inotiv Envigo Plato + RSI + ILS + Orient Acquisition Synergies Note: Envigo financials recalendarized for FYE 9/30. FYE 9/30 2021 Inotiv EBITDA $ 14.1 Envigo EBITDA 48.5 Normalization Adjustments(1) (39.9) Inotiv + Envigo Normalized EBITDA $ 22.7 Impairment of PP&E, goodwill and intangibles 0.3 Stock-based compensation 2.4 Transaction Expenses 9.0 New product start-up costs 1.5 Restructuring and integration expenses 2.7 Other non-recurring 3.2 Other non-cash expenses (0.2) ERP System Upgrade 1.3 Remediation Expenses 3.8 Pre-acquisition EBITDA(2) 5.2 Acquistion Synergies(3) 1.5 Adjusted EBITDA, pro forma acquisitions closed through 9/30/21 + Envigo $ 53.4 Plato Adj. EBITDA 0.9 RSI Net Income(4) 1.3 ILS Adj. EBITDA 3.7 Orient Adj. EBITDA 6.4 Pro Forma Credit Agreement Adj. EBITDA $ 65.7 FYE 9/30 2021 Inotiv PF Adj. EBITDA $ 14.5 Envigo PF Adj. EBITDA 37.4 Plato, RSI, ILS, Orient Acquisitions 12.2 Acquisition Synergies(3) 1.5 Total Pro Forma Credit Agreement Adj. EBITDA $ 65.7 1) Normalization adjustments include non-operational and / or non-cash adjustments including PPP loan forgiveness, gain on fair value remeasurement of convertible notes, gain on sale of animal colony, gain on purchase of assets of In Vivo, Israel RMS removal, and Envigo other income. 22 2) Pre-acquisition EBITDA related to Histotox and Bolder BioPATH acquisitions. Does not include pre-acquisition EBITDA related to BioReliance or Gateway. 3) Includes $1.5 million of acquisition related synergies. 4) RSI Net Income for the nine-month period ended 9/30/21.

XML

Cover	Feb. 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2022
Entity File Number	0-23357
Entity Registrant Name	INOTIV, INC.
Entity Central Index Key	0000720154
Entity Tax Identification Number	35-1345024
Entity Incorporation, State or Country Code	IN
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	47906-1382
City Area Code	765
Local Phone Number	463-4527
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	NOTV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false