Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 30, 2022 | Mar. 31, 2022 | |
Document And Entity Information | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Sep. 30, 2022 | |||
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 | $ 483,066,000 | |||
Entity Shell Company | false | |||
Entity Common Stock, Shares Outstanding | 25,606,636 | |||
Entity Central Index Key | 0000720154 | |||
Current Fiscal Year End Date | --09-30 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Auditor Name | Ernst & Young LLP | RSM US LLP | ||
Auditor Location | Indianapolis, IN | Indianapolis, Indiana | ||
Auditor Firm ID | 42 | 49 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,515 | $ 138,924 |
Restricted cash | 465 | 18,000 |
Trade receivables and contract assets, net of allowances for credit losses of $6,268 and $668, respectively | 100,073 | 28,364 |
Inventories, net | 71,441 | 602 |
Prepaid expenses and other current assets | 42,483 | 3,129 |
Total current assets | 232,977 | 189,019 |
Property and equipment, net | 186,199 | 47,978 |
Operating lease right-of-use assets, net | 32,489 | 8,358 |
Goodwill | 157,825 | 51,927 |
Other intangible assets, net | 345,886 | 24,233 |
Other assets | 7,524 | 341 |
Total assets | 962,900 | 321,856 |
Current liabilities: | ||
Accounts payable | 28,695 | 6,163 |
Accrued expenses and other liabilities | 35,801 | 8,968 |
Capex line of credit | 0 | 1,749 |
Revolving credit facility | 15,000 | 0 |
Fees invoiced in advance | 68,642 | 26,614 |
Current portion of long-term operating lease | 7,982 | 1,959 |
Current portion of long-term debt | 7,979 | 9,656 |
Total current liabilities | 164,099 | 55,109 |
Long-term operating leases, net | 24,854 | 6,554 |
Long-term debt, less current portion, net of debt issuance costs | 330,677 | 154,209 |
Other long-term liabilities | 6,477 | 512 |
Deferred tax liabilities, net | 77,027 | 344 |
Total liabilities | 603,134 | 216,728 |
Contingencies (Note 16) | ||
Shareholders' equity and noncontrolling interest: | ||
Common shares, no par value: Authorized 74,000,000 shares at September 30, 2022 and 19,000,000 shares at September 30, 2021; 25,598,289 issued and outstanding at September 30, 2022 and 15,931,485 at September 30, 2021 | 6,362 | 3,945 |
Additional paid-in capital | 707,787 | 112,198 |
Accumulated deficit | (348,277) | (11,015) |
Accumulated other comprehensive loss | (5,500) | 0 |
Total equity attributable to common shareholders | 360,372 | 105,128 |
Noncontrolling interest | (606) | 0 |
Total shareholders' equity and noncontrolling interest | 359,766 | 105,128 |
Total liabilities and shareholders' equity and noncontrolling interest | $ 962,900 | $ 321,856 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Allowance for credit losses | $ 6,268 | $ 668 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 74,000,000 | 19,000,000 |
Common Stock, Shares, Issued | 25,598,289 | 15,931,485 |
Common Stock, Shares, Outstanding | 25,598,289 | 15,931,485 |
Series A Preferred Stock | ||
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenue | $ 547,656 | $ 89,605 |
Costs and expenses: | ||
Selling | 16,650 | 3,517 |
General and administrative | 82,436 | 23,230 |
Amortization of intangible assets | 30,888 | 1,768 |
Other operating expense | 54,685 | 7,259 |
Goodwill impairment loss | 236,005 | 0 |
Operating loss | (263,452) | (5,618) |
Interest expense | (29,704) | (1,683) |
Other (expense) income | (59,293) | 13,420 |
Total (loss) income before income taxes | (352,449) | 6,119 |
Income tax (expense) benefit | 15,187 | 4,776 |
Consolidated net (loss) income | (337,262) | 10,895 |
Less: Net income (loss) attributable to noncontrolling interests | (244) | 0 |
Net (loss) income attributable to common shareholders | $ (337,018) | $ 10,895 |
(Loss) income per common share | ||
Basic net (loss) income per share (in dollars per share) | $ (13.84) | $ 0.83 |
Diluted net (loss) income per share (in dollar per share) | $ (13.84) | $ 0.19 |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 24,354 | 13,191 |
Diluted (in shares) | 24,354 | 13,865 |
Service | ||
Total revenue | $ 202,978 | $ 85,832 |
Total cost of revenue (excluding amortization of intangible assets) | 130,696 | 57,262 |
Product | ||
Total revenue | 344,678 | 3,773 |
Total cost of revenue (excluding amortization of intangible assets) | $ 259,748 | $ 2,187 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated net (loss) income | $ (337,262) | $ 10,895 |
Other comprehensive (loss), net of tax | ||
Foreign currency translation | (8,225) | |
Defined benefit plans: | ||
Actuarial gains, net of tax | 2,725 | 0 |
Foreign currency translation | (8,225) | |
Other comprehensive loss, net of tax | (5,500) | 0 |
Consolidated comprehensive (loss) income | (342,762) | 10,895 |
Less: Comprehensive income (loss) attributable to non-controlling interests | (244) | 0 |
Comprehensive (loss) income attributable to common stockholders | (342,518) | 10,895 |
Defined benefit plans | ||
Other comprehensive (loss), net of tax | ||
Foreign currency translation | (110) | 0 |
Defined benefit plans: | ||
Foreign currency translation | (110) | 0 |
Operating related | ||
Other comprehensive (loss), net of tax | ||
Foreign currency translation | (8,115) | 0 |
Defined benefit plans: | ||
Foreign currency translation | $ (8,115) | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Shares | Common Shares | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interests | Total |
Balance at Sep. 30, 2020 | $ 25 | $ 2,706 | $ 26,775 | $ (21,910) | $ 7,596 | ||
Balance (in shares) at Sep. 30, 2020 | 25 | 10,977,675 | |||||
Consolidated net income (loss) | 10,895 | 10,895 | |||||
Stock issued in acquisitions | $ 409 | 35,224 | $ 35,633 | ||||
Stock issued in acquisitions (In shares) | 1,633,558 | 1,633,558 | |||||
Issuance of stock under employee stock plans | $ 34 | 212 | $ 246 | ||||
Issuance of stock under employee stock plans (in shares) | 134,250 | ||||||
Stock based compensation | $ 32 | 1,754 | 1,786 | ||||
Stock based compensation (in shares) | 129,385 | ||||||
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 net income (loss) | (337,262) | $ 244 | (337,018) | ||||
Stock issued in acquisitions | $ 2,393 | 493,035 | $ 495,428 | ||||
Stock issued in acquisitions (In shares) | 9,573,210 | 9,573,210 | |||||
Noncontrolling interest related to Envigo acquisition | (880) | $ (880) | |||||
Issuance of stock under employee stock plans | $ 24 | 94 | 118 | ||||
Issuance of stock under employee stock plans (in shares) | 93,594 | ||||||
Stock based compensation | 24,202 | 24,202 | |||||
Actuarial gains (net of tax) | $ (2,725) | (2,725) | |||||
Foreign currency translation | (8,225) | (8,225) | |||||
Other | 30 | 30 | |||||
Reclassification of convertible note embedded derivative to equity (Note 7) | 78,258 | 78,258 | |||||
Balance at Sep. 30, 2022 | $ 6,362 | $ 707,787 | $ (348,277) | $ (5,500) | $ (606) | $ 359,766 | |
Balance (in shares) at Sep. 30, 2022 | 25,598,289 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | |
Net fees to raise equity | $ 2,776 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Consolidated net (loss) income | $ (337,262) | $ 10,895 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisitions: | ||
Depreciation and amortization | 49,324 | 6,268 |
Employee stock compensation expense | 24,202 | 1,786 |
Gain on tax benefit due to acquisitions | 0 | (4,985) |
Changes in deferred taxes | (17,835) | 0 |
Provision for doubtful accounts | 1,306 | 208 |
Amortization of debt issuance costs and original issue discount | 2,257 | 0 |
Noncash interest and accretion expense | 5,316 | 0 |
Loss (Gain) on fair value remeasurement of embedded derivative | 56,714 | (8,362) |
Other non-cash operating activities | 781 | 14 |
Goodwill impairment loss | 236,005 | 0 |
Loss on debt extinguishment | 877 | 0 |
Non-cash amortization of inventory fair value step-up | 10,246 | 0 |
Non-cash restructuring costs | 3,129 | 0 |
Financing lease interest expense | 0 | 184 |
Gain on extinguishment of PPP loan | 0 | (4,851) |
Changes in operating assets and liabilities: | ||
Trade receivables and contract assets | (23,838) | (11,951) |
Inventories | (35,198) | 98 |
Prepaid expenses and other current assets | (20,054) | (780) |
Operating lease right-of-use assets and liabilities, net | 824 | (54) |
Accounts payable | (8,042) | 2,619 |
Accrued expenses and other liabilities | 14,662 | 5,103 |
Fees invoiced in advance | 25,962 | 14,554 |
Other asset and liabilities, net | 5,407 | 0 |
Net cash (used in) provided by operating activities | (5,217) | 10,746 |
Investing activities: | ||
Capital expenditures | (36,300) | (12,472) |
Proceeds from sale of equipment | 290 | 2 |
Cash paid in acquisitions | (297,712) | (41,590) |
Net cash used in investing activities | (333,722) | (54,060) |
Financing activities: | ||
Payments on finance lease liability | 0 | (286) |
Payments of long-term debt | (36,777) | (4,153) |
Payments of debt issuance costs | (10,067) | (6,223) |
Payments on promissory notes | (2,166) | 0 |
Payments on revolving credit facility | (19,000) | 0 |
Payments on senior term notes and delayed draw term loans | (1,800) | 0 |
Borrowings on long-term loan | 0 | 18,305 |
Borrowings on convertible senior notes | 0 | 122,036 |
Borrowings on convertible senior notes, restricted cash | 0 | 18,000 |
Borrowings on revolving credit facility | 34,000 | 0 |
Borrowings on senior term notes and delayed draw term loans | 240,000 | 0 |
Proceeds from exercise of stock options | 118 | 246 |
Proceeds from issuance of common stock, net | 0 | 48,971 |
Repayment of PPP loan | (200) | |
Borrowings on capex lines of credit | 0 | 2,136 |
Other, net | (1,157) | 0 |
Net cash provided by financing activities | 203,151 | 198,832 |
Effect of exchange rate changes on cash and cash equivalents | (2,156) | 0 |
Net (decrease) increase in cash and cash equivalents | (137,944) | 155,518 |
Cash, cash equivalents, and restricted cash at beginning of period | 156,924 | 1,406 |
Cash, cash equivalents, and restricted cash at end of period | 18,980 | 156,924 |
Noncash financing activity: | ||
Seller financed acquisition | 6,888 | 1,500 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 17,063 | 1,267 |
Income taxes paid, net | $ 479 | $ 8 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF THE BUSINESS | |
DESCRIPTION OF THE BUSINESS | 1. Inotiv, Inc. and its subsidiaries (“We,” “Our,” “us,” the Company,” “Inotiv”) began operating in 1975 as Bioanalytical Systems, Inc. Bioanalytical Systems, Inc. was incorporated in 1974 and we completed our initial public offering in 2000. 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. Our stock is traded on the Nasdaq Stock Market LLC under the symbol “NOTV.” We are headquartered in West Lafayette, Indiana. Our headquarters mailing address is 2701 Kent Avenue, West Lafayette, Indiana, 47906, and the telephone number at that location is (765) 463-4527. Our Internet site is www.inotivco.com. The information contained on our website is not a part of this Report and is not incorporated by reference herein. Temporarily Suspended or Limited Operations On November 16, 2022, the Company became aware that the U.S. Attorney’s Office for the Southern District of Florida (“USAO-SDFL”) had criminally charged employees of the principal supplier of NHPs to the Company, along with two Cambodian government officials, with conspiring to illegally import NHPs into the U.S. from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021 (“November 16, 2022 event”). Also as previously disclosed, two of the Company’s subsidiaries, Orient BioResource Center and Envigo Global Services, Inc., companies acquired by the Company on January 27, 2022 and November 5, 2021, respectively, had received grand jury subpoenas from USAO-SDFL requiring the production of documents and information related to their importation of NHPs into the U.S. The Company has been fully cooperating, and will continue to cooperate, with USAO-SDFL. The Company has not been directed to refrain from selling the Cambodian NHPs in its possession in the U.S. However, due to the allegations contained in the indictment involving the Supplier and the Cambodian government officials, the Company believed that it was prudent, at the time and through the date of its Annual Report on Form 10-K, to refrain from selling or delivering any of its Cambodian NHPs held in the U.S. until the Company’s staff and external experts can evaluate what additionally could be done to satisfy itself that the NHPs in inventory from Cambodia can be reasonably determined to be purpose-bred. Historically, the Company has relied on the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) documentation and related processes and procedures, including release of each import by U.S. Fish and Wildlife Service. The Company has continued to sell NHPs from other suppliers. The Company has shipments of its Cambodian NHP inventory scheduled, which will be resumed once existing inventory can be reasonably determined to be purpose-bred. Of the Company’s total revenue of $547,656 in fiscal year ended September 30, 2022, approximately $140,000 was from NHPs that it had imported from Cambodia. Refer to the Liquidity section below and Note 18 – Subsequent Events for further discussion of anticipated impacts. Liquidity As of September 30, 2022, the Company has cash and cash equivalents of approximately $18,515. The November 16, 2022 event and subsequent decision to refrain from selling or delivering Cambodian NHPs held in the U.S., triggered a material adverse event clause in our Credit Agreement discussed in Note 7 to these consolidated financial statements resulting in, among other things a limitation of our ability to draw on our revolving credit facility. The loss of access to our revolving credit facility and reduced liquidity resulting from the decision to refrain from selling Cambodian NHPs held in the U.S. resulted in reduced forecasted liquidity. As a result of these events, the Company took steps to improve its liquidity, which included negotiating an amendment to its Credit Agreement to reinstate its ability to borrow under its revolving credit facility. Without the amendment, the Company was at risk of not having the revolving credit facility available. During the three months ended December 31, 2022, the Company announced the completion of the closure of the Cumberland and Dublin, Virginia facilities and announced further intended site optimizations plans for 2023 and 2024, including two U.S. facilities, which have been approved, and two non-U.S. facilities, which are subject to approval. Further, the Company has communicated price increases that will begin in January 2023. The Company also took steps in reducing its 2023 budgeted capital expenditures and certain forecasted expenses, including a reduction of nonessential travel and employee-related expenses among other efficiency-based reductions. As a result, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. 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. The Company consolidates a variable interest entity (“VIE”) as a result of the Envigo acquisition. The VIE does not materially impact our net assets or net (loss) income. The Company accounts for noncontrolling interests in accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). ASC 810 requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the consolidated statements of operations. Comprehensive loss for the year and period presented is comprised of consolidated net loss plus the change in the cumulative translation adjustment equity account and the adjustments, net of tax, for the current year actuarial gains (losses) and prior service costs in connection with the Company’s defined benefit plan. Transactions in currencies other than the functional currency of each entity are recorded at the rates of exchange at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange at the balance sheet date and the related transaction gains and losses are reported in the consolidated statements of operations, in operating income. The Company records gains and losses from re-measuring intercompany loans in other income (expense) in the consolidated statement of operations. Translation adjustments are excluded from the determination of net income and are recorded as a separate component of equity within accumulated other comprehensive loss in the consolidated financial statements. Foreign exchange losses recorded in other income (expense) on the statement of operations for fiscal year ended September 30, 2022 are $1,907 and $0, respectively. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation, including segment reporting updates as a result of the Envigo acquisition, reclassification of start-up costs and research and development expenses reclassified to other operating expense, reclassification of amortization of intangible assets to a separate financial statement line item. These reclassifications had no effect on the reported results of operations. Segment Reporting The Company reports its results in two reportable segments: Discovery and Safety Assessment (DSA) and Research Models and Services (RMS). The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, regulated and non-regulated (GLP and non-GLP) safety assessment services and internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. The Company’s RMS reportable segment includes research models, research model services and Teklad diets and bedding. bioproducts and Genetically Engineered Models and Services (“GEMS”). Research Models includes the commercial production and sale of small research models, the supply of large research models and biological products (“bioproducts”), including serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Research Model Services include GEMS, which includes the performance of contract breeding and other services associated with genetically engineered models, client-owned animal colony care, and health monitoring and diagnostics services related to research models. Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. In accordance with ASC 606, the Company determines appropriate revenue recognition by completing the following steps: (i) identifiying the contract(s) with a customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating of the transaction price to the performance obligations in the contract; and (v) recognizing revenue when or as the Company satisfies a performance obligation. Service revenue DSA The Company enters into contracts with clients to provide drug discovery and development services. The Company also offers archive storage services to its clients. The Company’s fixed fee arrangements may involve nonclinical research services (e.g., 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. In determining the appropriate amount of revenue to recognize over time, the Company forecasts remaining costs related to the contracts with customers. In order to forecast the remaining costs, the Company reviews the billings compared to original cost estimates, meets with project managers and updates cost estimates in relation to any scope changes requested by the client. 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 fees invoiced in advance on the consolidated balance sheets. Unbilled revenues represent revenues earned under contracts in advance of billings and classified within trade receivables and contract assets on the consolidated balance sheets. Our service contracts typically establish a fixed fee to be paid for identified services. In most cases, some percentage of the contract costs is paid in advance. While we are performing a contract, clients often adjust the scope of services to be provided based on interim project results. Fees are adjusted accordingly. Generally, our fee-for-service contracts are terminable by the client upon written notice of 30 days or less for a variety of reasons, including the client’s decision to forego a particular study, the failure of product prototypes to satisfy safety requirements, and unexpected or undesired results of product testing. Cancellation or delay of ongoing contracts may result in fluctuations in our annual results. We are generally able to recover, at minimum, our invested costs plus an appropriate margin when contracts are terminated. RMS The Company provides GEMS, which includes the performance of contract breeding and other services associated with genetically engineered models, client-owned animal colony care, and health monitoring and diagnostics services related to research models. For contracts that involve creation of a specific type of animal, revenue is recognized over time with each milestone as a separate performance obligation. The Company is due payment for work performed even if subsequent milestones are unable to be met. Contract breeding revenue and client-owned animal colony care revenue are recognized over time and are billed as per diems. Health monitoring revenue and diagnostic services revenue are recognized once the service is performed. Product revenue DSA DSA product revenue includes internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. These products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. RMS Product revenue includes research models, diets and bedding and bioproducts. Research models revenue represents the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers, and large-animal models. Diets and bedding revenue represents laboratory animal diets, bedding, and enrichment products under the Company’s Teklad product line. Bioproducts revenue represents the sale of serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Product revenue is recognized at the point in time when the Company’s performance obligations with the applicable customers have been satisfied. Revenue is recorded at the transaction price, which is the amount of consideration the Company expects to receive in exchange for transferring products to a customer. The performance obligations, including associated freight to deliver products, are met based agreed upon terms, which are generally upon delivery (destination point) and transfer of title. The Company determines the transaction price based on fixed consideration in its contractual agreements. In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers product to when the customers pay for the product is less than one year. Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less and consist primarily of amounts invested in money market funds and bank deposits. Restricted Cash Restricted cash generally consists of amounts held by our creditors. For the fiscal 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. Trade receivables and contract assets, net of allowances for credit losses The Company records trade receivables and contract assets, net of an allowance for credit losses. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Trade receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. The allowance for credit losses is determined each fiscal quarter based on the creditworthiness of its customers, historical collection patterns and economic conditions. Amounts deemed to be uncollectible are reserved or written off against the allowance. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables from customers in the biopharmaceutical, contract research, academic, and governmental sectors. The Company believes its exposure to credit risk is minimal, as the majority of the customers are predominantly well established and viable. Additionally, the Company maintains allowances for potential credit losses. During the fiscal year ended September 30, 2022, one customer related to the RMS segment accounted for 28.2% of total revenue. During the fiscal year ended September 30, 2021, no customer accounted for more than 10% of total revenue. During the fiscal year ended September 30, 2022, one vendor related to the RMS segment accounted for 19.7% of the sum of cost of services and cost of products. During the fiscal year ended September 30, 2021, no vendor accounted for more than 10% of cost of revenues. Refer to Note 1 for further information related to this vendor and the potential impact to the Company’s business. Fair Value of Financial Instruments 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. Valuation methodologies used for assets and liabilities measured or disclosed at fair value are disclosed in Note 7 – Debt and Note 9 – Post-employment Benefits. Inventories Inventories consist primarily of research models stock, biomedical products, diets and bedding, and are stated at the lower of cost or net realizable value using the average costing methodology. The determination of net realizable value is assessed using the selling price of the products. Provisions are recorded to reduce the carrying value of inventory determined to be unsalable. Property and Equipment Property and equipment, net, including improvements that significantly add to productive capacity or extend useful life, are carried at cost and are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Leasehold buildings and improvements are depreciated over the lesser of its estimated useful life or remaining lease term. The cost of normal, recurring, or periodic repairs and maintenance activities related to property and equipment is expensed as incurred. When the Company disposes of property and equipment, it removes the associated cost and accumulated depreciation from the related accounts on its consolidated balance sheet and includes any resulting gain or loss recorded in other (expense) income, net in the accompanying consolidated statements of income. The Company generally depreciates the cost of its property and equipment using the straight-line method over the estimated useful lives of the respective assets as follows: Asset Estimated Useful Lives Land Indefinite Land improvements 5 - 20 Buildings and building improvements 2 - 40 Machinery and equipment 1 - 15 Furniture and fixtures 1 - 11 Computer hardware and software 1 - 10 Vehicles 1 - 5 Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The Company allocates the amounts that it pays for each acquisition to the assets acquired, liabilities assumed and noncontrolling interests based on their fair values at the dates of acquisition, including identifiable intangible assets, which typically represents a significant portion of the purchase price. Goodwill and Intangible Assets We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of our acquisitions, requires the use of significant judgment with regard to the fair value. We utilize commonly accepted valuation techniques, such as the income, cost and market approaches, as appropriate, in establishing the fair value of intangible assets. Typically, key assumptions include projections of cash flows that arise from identifiable intangible assets of acquired businesses as well as discount rates based on an analysis of the weighted average cost of capital, adjusted for specific risks associated with the assets. Customer relationship intangible assets are the most significant identifiable definite-lived asset acquired. To determine the fair value of the acquired customer relationships, the Company typically utilizes the multiple period excess earnings model (a commonly accepted valuation technique), which relies on the following key assumptions: projections of cash flows from the acquired entities, which includes future revenue growth rates, operating income margins, and customer attrition rates; as well as discount rates based on an analysis of the acquired entities’ weighted average cost of capital. Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed when accounted for using the acquisition method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, utilizing an assessment date of September 30th, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative impairment test. In the quantitative test, the Company compares the fair value of its reporting units to their carrying values. The estimated cash flows used to determine the fair value of the reporting units used in the impairment test requires significant judgment with respect to revenue growth, gross margin, EBITDA margin, and weighted average cost of capital. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units an impairment loss equal to the difference would be recorded. See Note 6 for further discussion related to goodwill impairment charges during the fiscal year ended September 30, 2022. Definite-lived intangible assets are amortized over the pattern in which the economic benefits of the intangible assets are utilized and qualitatively reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. If quantitative determination of recoverability is required, recoverability of assets to be held and used is determined by the Company at the level for which there are identifiable cash flows by comparison of the carrying amount of the assets to future undiscounted net cash flows before interest expense and income taxes expected to be generated by the assets. If the carrying amount exceeds the outcome of the analysis of undiscounted cash flows, impairment is measured through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values. Asset Estimated Useful Lives (in years) Customer relationships 5 - 15 Intellectual property 8 - 9 Non-compete agreements 4 - 5 Other 0 - 20 Long-lived Tangible Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Long-lived assets to be disposed of are carried at fair value less costs to sell. Leases At the commencement of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases laboratory, manufacturing and production facilities and office space (real estate) and vehicles under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in vehicle leases. The Company’s policy is to not record operating leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. These adjustments are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from to Lease income is considered contra-expense within operating expenses. Pension Costs As a result of the Envigo acquisition, the Company has a defined benefit pension plan for one of its U.K. subsidiaries. The projected benefit obligation and funded position of the defined benefit plan is estimated by actuaries and the Company recognizes the funded status of its defined benefit plan on its consolidated balance sheets and recognizes gains, losses and prior service costs or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of accumulated other comprehensive income (loss), net of tax. The Company measures plan assets and obligations as of the date of the Company’s year-end consolidated balance sheet, using assumptions to anticipate future events. Additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition assets or obligations are disclosed in the notes to the consolidated financial statements (see Note 9 – Post-employment Benefits). Stock-Based Compensation The Company may grant stock options, restricted stock and restricted stock units (“RSUs”) to employees and stock options, restricted stock, and RSUs to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated statements of operations based on the grant date fair value, adjusted for forfeitures when they occur, over the requisite service period. For stock options, restricted stock and RSUs that vest based on service periods, the Company uses the straight-line method to allocate compensation expense to reporting periods. The fair value of stock options granted is calculated using the Black-Scholes option-pricing model Our assumptions are based on historical information and professional 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. Fees Invoiced in Advance Fees invoiced in advance are considered to be contract liabilities. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Income Taxes The Company uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense. As of November 5, 2021, with the acquisition of Envigo, the Company adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S. income in U.S. taxable income under the Global Intangible Low-Taxed Income provisions as a current period expense when incurred. New Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). Amendments in this ASU simplify accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The amendments remove the separation models for convertible debt instruments with cash conversion features and convertible instruments with beneficial conversion features. Consequently, a convertible debt instrument will be accounted for as a single liability at its amortized cost and convertible preferred stock will be accounted for as a single debt or equity instrument measured at its historical cost as long as no other features require bifurcation and recognition as derivatives. The amendments also modify the accounting for certain contracts in an entity's own equity that are currently accounted for as derivatives because of specific settlement provisions. Lastly, the earnings per share ("EPS") calculation is being amended to (i) require entities to use the if-converted method for all convertible instruments and include the effect of potential share settlement; (ii) clarify that the average market price for the period should be used in the computation of the diluted EPS denominator; and (iii) require entities to use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. In the first fiscal quarter of 2022, the Company adopted ASU 2020-06). As a result of the approval of the increase in authorized shares on November 4, 2021 (see Note 13 – Equity), the Convertible Senior Notes conversion rights met all equity classification criteria in ASC 815. As a result, the derivative liability was remeasured as of November 4, 2021 and reclassified out of long-term liabilities and into additional paid-in capital. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income taxes (“ASU 2019-12”), to reduce the complexity of accounting for income taxes, including providing a model under which an entity can consider recording a deferred tax asset (“DTA”) in certain situations previously prohibited. 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 deferred tax liability (“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’s adoption of this standard in fiscal year 2022 did not have a significant impact on the consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Sto |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Sep. 30, 2022 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 3. The Company accounts for acquisitions in accordance with ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, liabilities assumed and non-controlling interests to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense (benefit). ASC 805 requires that any excess of the purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. 2021 Acquisitions 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. HistoTox Labs, Bolder BioPATH, Inc. (“Bolder BioPATH”) and Plato (discussed below) were combined into one business unit and recorded combined revenues of $35,021 for the fiscal year ended September 30, 2022, and recorded combined net income of $2,953 for the fiscal year ended September 30, 2022, respectively. HistoTox Labs and Bolder BioPATH recorded combined revenues of $11,343 and combined net income of $2,017 for the fiscal year ended September 30, 2021. The HistoTox Labs business is reported as part of our DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 977 Unbilled revenues 337 Operating lease right of use ("ROU") asset 2,239 Property and equipment 3,929 Intangible assets 8,300 Goodwill 9,339 Accounts payable (150) Accrued expenses (136) Customer advances (207) Operating lease liability (2,239) $ 22,389 The fair values of assets acquired and liabilities assumed as of the acquisition date have had immaterial measurement period adjustments since September 30, 2021. Property and equipment is mostly composed of equipment (including lab equipment, furniture and fixtures, and computer equipment). The fair value of property and equipment was determined using a combination of cost and market-based methodologies. Intangible assets relate to customer relationships and a non-compete agreement. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 7.4 years. The fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired. $11,014 of goodwill is deductible for tax purposes, as a result of a difference in tax basis and fair value related to the separately identified intangible assets. Goodwill from this transaction is allocated to the Company’s DSA reportable segment. Bolder BioPATH Acquisition Overview On May 3, 2021, the Company completed the acquisition of Bolder BioPATH in a merger of Bolder BioPATH with a wholly owned subsidiary of the Company. Bolder BioPATH is a provider of services specializing in in vivo models of rheumatoid arthritis, osteoarthritis, and inflammatory bowel disease as well as other autoimmune and inflammation models. Consideration for the Bolder BioPATH acquisition consisted of (i) $17,530 in cash, including a net working capital adjustment of $970, which was settled through a reduction of the seller note of $470 and receipt of $500 cash, and inclusive of $1,250 being held in escrow for purposes of securing any amounts payable by the selling parties on account of indemnification obligations, purchase price adjustments, and other amounts payable under the merger agreement, (ii) 1,588,235 of the Company’s common shares valued at $34,452 using the closing price of the Company’s common shares on May 3, 2021 and (iii) unsecured subordinated promissory notes payable to the former shareholders of Bolder BioPATH in an aggregate principal amount of $1,500. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of May 1, 2026. The Company recognized transaction costs related to the acquisition of Bolder BioPATH of $584 for the twelve months ended September 30, 2021. In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Bolder BioPATH acquisition as a result of book-to-tax differences primarily related to the customer relationship intangible and property and equipment. This business is reported as part of our DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 2,146 Unbilled revenues 1,798 Operating lease ROU asset 2,750 Property and equipment 6,523 Intangible asset 12,700 Other assets 34 Goodwill 36,206 Accounts payable (153) Accrued expenses (243) Deferred revenue (662) Deferred tax liability (4,867) Operating lease liability (2,750) $ 53,482 The fair values of assets acquired and liabilities assumed as of the acquisition date have had immaterial measurement period adjustments since September 30, 2021. 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. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of services, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and none is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment. BioReliance Acquisition Overview On July 9, 2021, the Company completed the acquisition of certain assets of BioReliance Corporation (“BioReliance”) to further expand its service offerings to include genetic toxicology services. The assets acquired consisted of fixed assets and an intangible asset related to customer relationships. The Company accounted for the transaction as a business combination as it was determined that the transaction included inputs and substantive processes capable of producing outputs which constitute a business. Consideration for the BioReliance acquisition consisted of (i) $175 in cash and (ii) 10% of net sales through December 2023 derived from the provision by the Company of services comprising the business to existing customers related to the intangible asset acquired. The Company estimated the fair value of 10% of net sales and recorded a contingent consideration liability of $640 in the consolidated balance sheets for the year ended September 30, 2021. The $175 consideration payable was included in accrued expenses in the consolidated balance sheets for the year ended September 30, 2021 and subsequently paid in the first quarter of fiscal 2022. The Company did not incur any transaction costs related to the acquisition of BioReliance for the twelve months ended September 30, 2021. This business is reported as part of our DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Property and equipment 175 Intangible asset 640 $ 815 As of September 30, 2022, the Company had approximately $537 of contingent consideration related to the BioReliance acquisition that is subject to fair value measurement on a recurring basis as it includes unobservable and significant inputs in the determination of fair value. The fair value of the contingent consideration related to BioReliance was estimated using a discounted cash flow analysis and Level 3 inputs including projections representative of a market participant view for net sales through December 2023 and an estimated discount rate. The amount to be paid is calculated as a percentage of net sales as described above. Gateway Acquisition Overview On August 2, 2021, the Company completed the acquisition of Gateway Pharmacology Laboratories LLC (“Gateway Laboratories”) to further expand its drug metabolism and pharmacokinetics technology and capability as well as expand service offerings to include in vitro solutions in pharmacology and toxicology early in drug discovery. Consideration for the Gateway Laboratories acquisition consisted of (i) $1,704 in cash, including working capital and subject to customary purchase price adjustments, and (ii) 45,323 of the Company’s common shares valued at $1,182 using the closing price of the Company’s common shares on August 2, 2021. The Company recognized transaction costs related to the acquisition of Gateway of $93 for the twelve months ended September 30, 2021. This business is reported as part of our DSA reportable segment. 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. 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 DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 409 Operating lease ROU asset 120 Property and equipment 359 Intangible asset 100 Other assets 4 Goodwill 2,260 Accounts payable (3) Accrued expenses (72) Deferred tax liability (171) Operating lease liability (120) $ 2,886 The fair values of assets acquired and liabilities assumed as of the acquisition date have had immaterial measurement period adjustments since September 30, 2021. 2022 Acquisitions Plato BioPharma Acquisition Overview On October 4, 2021, the Company completed the acquisition of Plato to expand its market reach in early-stage drug discovery. Consideration for the Plato acquisition consisted of (i) $10,530 in cash, including working capital and subject to customary purchase price adjustments, (ii) 57,587 of the Company’s common shares valued at $1,776 using the closing price of the Company’s common shares on October 4, 2021 and (iii) seller notes to the former shareholder of Plato in an aggregate principal amount of $3,000. 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 Plato acquisition as a result of book-to-tax differences primarily related to the customer relationship intangible and property and equipment. This business is reported as part of our DSA reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 1,027 Trade receivables and contract assets 853 Prepaid expenses and other assets 133 Property and equipment 1,127 Operating lease right-of-use assets, net 2,272 Goodwill 9,279 Intangible assets 4,800 Accounts payable (113) Accrued expenses and other liabilities (343) Operating lease liabilities (2,272) Deferred tax liabilities (1,457) $ 15,306 Property and equipment is mostly composed of lab equipment, furniture and fixtures, and computer equipment. The fair value of property and equipment was determined using a combination of cost and market-based methodologies. Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately eight years for customer relationships on a straight-line basis. The fair value of the customer relationships was determined using the "income approach," which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment. 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 Plato acquisition as a result of book-to-tax differences primarily related to the intangible assets. Envigo RMS Holding Corp Acquisition Overview On November 5, 2021, the Company completed the acquisition of Envigo by merger of a wholly owned subsidiary of the Company with and into Envigo to expand its market reach in early-stage drug discovery. The aggregate consideration paid to the holders of outstanding capital stock in Envigo in the merger consisted of cash of $217,808, including adjustments for net working capital, and 8,245,918 of the Company’s common shares valued at $439,590 using the opening price of the Company’s common shares on November 5, 2021. In addition, the Company assumed certain outstanding Envigo stock options, including both vested and unvested options, that were converted to the right to purchase 790,620 Company common shares at an exercise price of $9.93 per share. The stock options were valued at $44.80 per option utilizing a Black-Scholes option valuation model with the inputs below. The total value of options issued was $35,418, of which $18,242 was excluded from the purchase price as those options were determined to be post-combination expense. The previously vested stock options are reflected as purchase consideration of approximately $17,176. This business is reported as part of the Company’s RMS reportable segment. Stock price $ 53.31 Strike price $ 9.93 Volatility 75.93 % Expected term 3.05 Risk-free rate 0.62 % The Company recognized transaction costs related to the acquisition of Envigo of $7,700 and $4,124 for the fiscal year ended September 30, 2022 and 2021, respectively. These costs were associated with legal and professional services related to the acquisition and are reflected within other operating expenses in the Company’s consolidated statements of operations. Envigo and RSI were combined and recorded revenue of $346,641 and a net loss of ($196,919) for the twelve months ended September 30, 2022. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 2,488 Restricted cash 435 Trade receivables and contract assets 43,566 Inventories 40,000 Prepaid expenses and other current assets 17,373 Property and equipment 106,338 Operating lease right-of-use assets, net 13,229 Goodwill 282,768 Intangible assets - customer relationships 251,000 Intangible assets - intellectual property 49,000 Other assets 7,676 Accounts payable (25,832) Accrued expenses and other liabilities (11,665) Fees invoiced in advance (7,047) Current portion on long-term operating lease (4,371) Long-term operating leases, net (8,634) Other liabilities (5,339) Deferred tax liabilities (77,291) Noncontrolling interest 880 $ 674,574 Inventory is comprised of small and large animal research models, including non-human primates (“NHPs”), and Teklad diet and bedding. The fair value was determined using a comparative sales methodology, in which the intent is to ensure that the acquirer only recognizes profits associated to value added subsequent to the acquisition date. Property and equipment is mostly composed of land, buildings and equipment (including lab equipment, furniture and fixtures, caging and computer equipment). The fair value of property and equipment was determined using a combination of cost and market-based methodologies. Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired customer relationship intangible assets are being amortized over a weighted-average estimated useful life of approximately 12.5 years on a straight-line basis and the acquired intellectual property associated with the ability to produce and care for the research models is being amortized over a weighted-average estimated useful life of approximately 8.8 years. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, gross margin, EBITDA, customer survival rate and royalty rates), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Envigo acquisition as a result of book-to-tax differences primarily related to the intangible assets, step up on the fair value of inventory and property and equipment. Within the deferred tax liability, $2,222 of acquired foreign net operating losses (“NOLs”) are offset by an uncertain tax benefit of $1,861. Goodwill, which is derived from the expanded client base, the ability to provide products and services for the entirety of discovery and nonclinical development within one organization, and to ensure supply for internal use, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and $50,428 is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment. Robinson Services, Inc. Acquisition Overview On December 29, 2021, the Company completed the acquisition of the rabbit breeding and supply business of Robinson Services, Inc. (“RSI”). The acquisition was another step in Inotiv’s strategic plan for building its RMS business. The aggregate consideration paid in the transaction consisted of cash consideration of $3,250 and 70,633 of the Company’s common shares valued at $2,898 using the closing price of the Company’s common shares on December 29, 2021. This business is reported as part of the Company’s RMS reportable segment. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Customer relationship 4,700 Non-compete agreement 300 Supply agreement 200 Goodwill 948 $ 6,148 Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 7.5 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. Goodwill, which is derived from the expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s RMS reportable segment. Integrated Laboratory Systems, LLC acquisition Overview On January 10, 2022, the Company completed the acquisition of Integrated Laboratory Systems, LLC (“ILS”). ILS is a provider of services specializing in nonclinical and analytical drug discovery and development services. Consideration for the ILS acquisition consisted of (i) $38,993 in cash, including adjustments for net working capital, and inclusive of $3,800 being held in escrow for purposes of securing any amounts payable by the selling parties on account of indemnification obligations, purchase price adjustments, and other amounts payable under the merger agreement, (ii) 429,118 of the Company’s common shares valued at $14,466 using the opening price of the Company’s common shares on January 10, 2022 and (iii) the effective settlement of a preexisting relationship of $(15). This business is reported as part of our DSA reportable segment. ILS recorded revenue of $16,881 and a net loss of ($1,075) for the twelve months ended September 30, 2022. The driver of the net loss is amortization of intangible assets. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 797 Trade receivables, contract assets and other current assets 4,730 Property and equipment 4,436 Operating lease right-of-use assets, net 4,994 Goodwill 25,283 Intangible assets 22,300 Accounts payable (1,165) Accrued expenses and other liabilities (905) Fees invoiced in advance (2,472) Operating lease liabilities (4,554) $ 53,444 Property and equipment is mostly composed of equipment (including lab equipment, furniture and fixtures, and computer equipment) and leasehold improvements. The fair value of property and equipment was determined using a combination of cost and market-based methodologies. Intangible assets primarily relate to customer relationships. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately nine years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, EBITDA, and customer survival rate), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. Goodwill from this transaction is allocated to the Company’s DSA reportable segment. Orient BioResource Center, Inc. acquisition Overview On January 27, 2022, the Company completed the acquisition of OBRC from Orient Bio, Inc., a preclinical contract research organization and animal model supplier based in Seongnam, South Korea (“Seller”). OBRC is a primate quarantine and holding facility. Consideration for the OBRC acquisition consisted of (i) $26,522 in cash, including certain adjustments, (ii) 677,339 of the Company’s common shares valued at $18,410 using the closing price of the Company’s common shares on January 27, 2022, (iii) the effective settlement of a preexisting relationship of $1,017 and (iv) a payable owed by OBRC to the Seller in the amount of $3,325. The preexisting relationship represents the return of fees invoiced in advance and paid to OBRC by the Company prior to the acquisition offset by the payment of trade receivables by the Company to OBRC. As these were settled at the stated value, no gain or loss was recorded as a result of the settlement of this preexisting relationship. The payable will not bear interest and is required to be paid to the Seller on the date that is 18 months after the closing. The Company will have the right to set off against the payable any amounts that become payable by the Seller on account of indemnification obligations under the purchase agreement. This business is reported as part of our RMS reportable segment. 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 OBRC acquisition as a result of book-to-tax differences primarily related to the intangible assets and property and equipment. OBRC recorded revenue of $35,726 for the fiscal year ended September 30, 2022, and net income of $5,808 for the fiscal year ended September 30, 2022. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 5,481 Trade receivables and contract assets 2,025 Inventories 9,400 Prepaid expenses and other current assets 2,609 Property and equipment 8,336 Goodwill 18,624 Intangible assets 13,400 Accounts payable (552) Accrued expenses and other liabilities (285) Fees invoiced in advance (6,548) Deferred tax liabilities (3,216) $ 49,274 Inventory is comprised of NHP research models. The fair value was determined using a comparative sales methodology, in which the intent is to ensure that the acquirer only recognizes profits associated to value added subsequent to the acquisition date. Property and equipment is mostly composed of land, building and equipment. The fair value of property and equipment was determined using a combination of cost and market-based methodologies. Intangible assets primarily relate to customer relationships and technology associated with the ability to produce and care for the research models. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 10.1 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. In accordance |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. DSA The DSA segment generates service revenue through drug discovery and development services. The DSA segment generates product revenue through internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. Refer to Note 2 – Summary of Significant Accounting Policies for further discussion of DSA revenue and related accounting policies. RMS The RMS segment generates products revenue through the commercial production and sale of research models, diets and bedding and bioproducts. The RMS segment generates service revenue through GEMS, client-owned animal colony care, and health monitoring and diagnostics services related to research models. Refer to Note 2 – Summary of Significant Accounting Policies for further discussion of RMS revenue and related accounting policies. Contract Assets and Liabilities from Contracts with Customers The timing of revenue recognition, billings and cash collections results in billed receivables (trade receivables), contract assets (unbilled revenue), and contract liabilities (customer deposits and deferred revenue) on the consolidated balance sheets. The following table provides information about contract assets (trade receivables and unbilled revenue, excluding allowances for credit losses), and fees invoiced in advance (customer deposits and deferred revenue): Balance at Balance at September 30, September 30, 2022 2021 Contract Assets: Trade receivables $ 88,867 $ 22,838 Contract Assets: Unbilled revenue 17,474 6,194 Contract liabilities: Customer deposits 39,222 — Contract liabilities: Deferred revenue 29,420 26,614 The Company expects all deferred revenue to be recognized as revenue in fiscal year 2023. Changes in the contract asset and the contract liability balances during twelve months ended September 30, 2022 include the following: ● Acquisitions – Refer to Note 3 – Business Combinations for further discussion of acquired contract assets and liabilities. ● A change in the time frame for a right for consideration to become unconditional – Approximately 84% of unbilled revenue as of September 30, 2021, was billed during fiscal year 2022. ● A change in the time frame for a performance obligation to be satisfied – Approximately 81% of contract liabilities as of September 30, 2021, were recognized as revenue during fiscal year 2022. Allowance for Credit Losses The Company’s allowance for credit losses was $6,268 and $668 at September 30, 2022 and 2021, respectively. A summary of activity in our allowance for credit losses is as follows: Fiscal Years Ended September 30, 2022 2021 Opening balance $ 668 $ 561 Acquired 4,406 — Charged to expense 1,220 208 Uncollectible invoices written off (26) (77) Amounts collected — (24) Ending balance $ 6,268 $ 668 |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Sep. 30, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
SEGMENT AND GEOGRAPHIC INFORMATION | 5. SEGMENT AND GEOGRAPHIC INFORMATION As a result of our strategic acquisition of Envigo RMS Holding Corp. (“Envigo”) in November 2021, which added a complementary research model platform, our full spectrum solutions now span two segments: Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”). Through our DSA segment, we support the discovery, non-clinical and clinical development needs of researchers and clinicians for primarily small molecule drug candidates, but also including biotherapeutics and biomedical devices. Our scientists have the skills in analytical instrumentation development, chemistry, computer software development, histology, pathology, physiology, surgery, analytical chemistry, drug metabolism, pharmacokinetics, and toxicology to make the services and products we provide increasingly valuable to our current and potential clients. Our principal clients are scientists engaged in analytical chemistry, drug safety evaluation, clinical trials, drug metabolism studies, pharmacokinetics and basic research from small start-up biotechnology companies to some of the largest global pharmaceutical companies. Through our RMS segment, we offer access to a wide range of high-quality small and large research models for basic research and drug discovery and development, as well as specialized models for specific diseases and therapeutic areas. We combine deep animal husbandry expertise and expanded access to scientists across the discovery and preclinical continuum, which reduces nonclinical lead times and provides enhanced project delivery. In conjunction with our contract research organization (“CRO”) business, we have the ability to run selected nonclinical studies directly on-site at closely located research model facilities and access to innovative genetically engineered models and services solutions. We have long-standing relationships with our principal clients, which include biopharmaceutical companies, CROs, and academic and government organizations. During the twelve months ended September 30, 2022 and following the Envigo acquisition, we took steps to leverage our existing RMS capacity with the acquisition of Robinson’s Services Inc.’s (“RSI”) rabbit breeding business and we acquired Orient BioResource Center, Inc. (“OBRC”), which provided access to additional non-human primate facilities. Segment Information In the Annual Report on Form 10-K for the fiscal year ended September 30, 2021 and prior to the Envigo acquisition, the Company’s reportable segments were services and products. Since the Envigo acquisition, the Company has considered its reportable segment to be DSA and RMS. As a result, the segment reporting for fiscal year ended September 30, 2022 has been updated to reflect these segments. Fiscal year ended September 30, 2022 . Revenue and other financial information by segment for the fiscal year ended September 30, 2022 are as follows: During the fiscal year ended September 30, 2022, the RMS segment reported intersegment revenue of $7,250 to the DSA segment. The following table presents revenue and other financial information by reportable segment for the fiscal years ended September 30, 2022 and 2021: Fiscal Year Ended September 30, 2022 Revenue DSA: Service revenue $ 161,113 Product revenue 4,176 RMS: Service revenue 41,865 Product revenue 340,502 $ 547,656 Operating Income (Loss) DSA $ 22,330 RMS (189,346) Unallocated Corporate (96,436) $ (263,452) Interest expense (29,704) Other (expense) income (59,293) (Loss) income before income taxes $ (352,449) Fiscal Year Ended September 30, 2022 Depreciation DSA $ 13,553 RMS 35,771 $ 49,324 Capital expenditures: DSA $ 16,224 RMS 20,076 $ 36,300 As a result of the application of ASC 805 for the Envigo and OBRC acquisitions, we recognized $10,246 amortization of inventory step-up during the fiscal year ended September 30, 2022, which is reflected in the RMS reportable segment. During the three and twelve months ended September 30, 2022, we recognized $236,005 goodwill impairment charge, which is reflected in the RMS reportable segment. Refer to Note 6 for further discussion of the goodwill impairment charge. During the fiscal years ended September 30, 2022 and 2021, we recognized $24,202 and $1,786 of non-cash stock-based compensation expense, which is reflected in unallocated corporate expenses, and $(56,714) and $8,362 of (loss) gain on fair value remeasurement of embedded derivative, respectively, which are reflected in other (expense) income. Other unallocated corporate operating expenses include compensation and other employee-related expenses, external professional fees, insurance, information technology-related fees and acquisition and integration costs. The following represents total assets by segment: Fiscal Year Ended September 30, 2022 DSA $ 280,308 RMS 682,592 $ 962,900 Fiscal year ended September 30, 2021 Fiscal Year Ended September 30, 2021 Revenue: Service $ 85,832 Product 3,773 $ 89,605 Operating Income (Loss) Service $ 13,986 Product 202 Unallocated corporate (19,806) $ (5,618) Interest expense (1,683) Other income 13,420 Income (loss) before income taxes $ 6,119 Fiscal Year Ended Fiscal Year Ended September 30, September 30, 2021 2021 Identifiable assets: Depreciation and amortization: Services $ 161,805 Services $ 5,320 Products 1,772 Products 34 Unallocated corporate 158,279 Unallocated corporate 914 $ 321,856 $ 6,268 Goodwill, net: Capital expenditures: Services $ 51,927 Services $ 12,241 Products — Products 28 Unallocated corporate — Unallocated corporate 203 $ 51,927 $ 12,472 Geographic Information As of September 30, 2021, all long-lived assets were physically located in the United States. Therefore, geographic information was presented based on customer location. Since the Envigo acquisition, the Company has physical operations in multiple countries. As a result, the Company has presented geographic revenue information based on physical location of the identified geographic area for the fiscal year ended September 30, 2022. Fiscal year ended September 30, 2022 The following represents revenue originating in entities physically located in the identified geographic area: Fiscal Years Ended September 30, 2022 United States $ 471,886 Netherlands 42,361 Other 33,409 $ 547,656 Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: Fiscal Years Ended September 30, 2022 United States $ 173,417 Netherlands 5,824 Other 6,958 $ 186,199 Fiscal year ended September 30, 2021 The following represents Fiscal Year Ended September 30, 2021 United States $ 85,272 Pacific Rim 2,040 Europe 1,795 Other 355 Other North America 143 $ 89,605 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 6. Goodwill The following table provides a rollforward of the Company’s goodwill for fiscal years ended September 30, 2022 and 2021: Balance as of October 1, 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 Acquisitions - DSA 1 39,531 Acquisitions - RMS 2 302,346 Impairment - RMS 3 (236,005) Foreign exchange impact - RMS 26 Balance as of September 30, 2022 $ 157,825 1 2 3 The increase in goodwill during fiscal year 2022 related primarily to the acquisitions of Plato, ILS, Histion and Protypia in the DSA reporting unit and Envigo, RSI and OBRC in the RMS reporting unit, offset by goodwill impairment related to the RMS reporting unit. The RMS reporting unit is reported within the RMS operating segment. The increase in goodwill during fiscal year 2021 related to the acquisitions of Bolder, HistoTox and Gateway. The goodwill at September 30, 2021 is included in the DSA segment as of September 30, 2022. As a part of the annual goodwill assessment, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative impairment test. As a result of the qualitative analysis, the Company determined that as a result of the sustained reduction in our stock price during the fiscal year ended September 30, 2022, the carrying value of our goodwill as of fiscal year end must be quantitatively evaluated. The carrying value of the Company’s goodwill by reporting unit was determined utilizing the income approach. Based on the Company’s quantitative goodwill impairment test, which was performed in the fourth quarter of fiscal year 2022, the fair value of the DSA reporting unit exceeded the reporting unit’s carrying value and, therefore, goodwill was not impaired. However, the fair value of the RMS reporting unit was less than the RMS reporting unit’s carrying value. As a result, goodwill impairment losses of $236,005 were recorded. Intangible Assets The following table displays intangible assets, net by major class: September 30, 2022 Carrying Accumulated Carrying Amount, Gross Amortization Amount, Net Customer relationships $ 318,896 $ (26,990) $ 291,906 Intellectual property 56,997 (5,767) 51,230 Non-compete agreements 2,410 (872) 1,538 Other 2,396 (1,184) 1,212 $ 380,699 $ (34,813) $ 345,886 September 30, 2021 Carrying Accumulated Carrying Amount, Gross Amortization Amount, Net Customer relationships $ 23,659 $ (2,462) $ 21,197 Intellectual property 315 (312) 3 Non-compete agreements 2,100 (397) 1,703 Other 2,206 (876) 1,330 $ 28,280 $ (4,047) $ 24,233 The increase in intangible assets, net during fiscal year 2022 related primarily to the acquisitions of Envigo, ILS and OBRC. Amortization expense of definite-lived intangible assets for fiscal years ended 2022 and 2021 was $30,888, and $1,768, respectively. As of September 30, 2022, estimated amortization of intangible assets for each of the next five fiscal years is expected to be as follows: RUL 1 (in years) 2023 2024 2025 2026 2027 Thereafter Totals Customer relationships 9.1 $ 28,039 $ 28,039 $ 28,039 $ 27,977 $ 27,792 $ 152,021 $ 291,906 Intellectual property 1.2 6,518 6,517 6,517 6,517 6,517 18,643 51,230 Non-compete agreements 0.0 455 409 400 258 15 — 1,538 Other 0.0 109 109 109 109 109 668 1,212 Total 10.3 $ 35,121 $ 35,074 $ 35,065 $ 34,861 $ 34,433 $ 171,332 $ 345,886 1 |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | 7. Credit Facility On November 5, 2021, the Company, certain subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and Jefferies Finance LLC, as administrative agent, entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in the original principal amount of $165,000, a delayed draw term loan facility in the original principal amount of $35,000 (available to be drawn up to 18 months from the date of the Credit Agreement), and a revolving credit facility in the original principal amount of $15,000. 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 credit facility. The Company may elect to borrow on each of the loan facilities at either an adjusted LIBOR rate of interest or an adjusted prime rate of interest. Adjusted LIBOR rate loans shall accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The LIBOR rate must be a minimum of 1.00%. The initial adjusted LIBOR rate of interest is the LIBOR rate plus 6.25%. Adjusted prime rate loans shall accrue interest at an annual rate equal to the prime rate plus a margin of between 5.00% and 5.50%, depending on the Company’s then current Secured Leverage Ratio. The initial adjusted prime rate of interest is the prime rate plus 5.25%. Interest expense was accrued at an effective rate of 9.83% through September 30, 2022. The Company must pay (i) a fee based on a percentage per annum equal to 0.50% on the average daily undrawn portion of the commitments in respect of the revolving credit facility and (ii) a fee based on a percentage per annum equal to 1.00% on the average daily undrawn portion of the commitments in respect of the delayed draw loan facility. In each case, such fee shall be paid quarterly in arrears. Each of the term loan facility and delayed draw term loan facility require annual principal payments in an amount equal to 1.00% of their respective original principal amounts. The Company shall also repay the term loan facility on an annual basis in an amount equal to a percentage of its Excess Cash Flow (as defined in the Credit Agreement), which percentage will be determined by its then current Secured Leverage Ratio. Each of the loan facilities may be repaid at any time with premium or penalty. The Company is required to maintain an initial Secured Leverage Ratio of not more than 4.25 to 1.00. The maximum permitted Secured Leverage Ratio shall reduce to 3.75 to 1.00 beginning with the Company’s fiscal quarter ending September 30, 2023 and to 3.00 to 1.00 beginning with the Company’s fiscal quarter ending March 31, 2025. The Company is required to maintain a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement), which ratio shall be 1.00 to 1.00 during the first year of the Credit Agreement and shall be 1.10 to 1.00 from and after the Credit Agreement’s first anniversary. Each of the loan facilities is secured by all assets (other than certain excluded assets) of the Company and each of the Subsidiary Guarantors. Repayment of each of the loan facilities is guaranteed by each of the Subsidiary Guarantors. Utilizing proceeds from the Credit Agreement on November 5, 2021, the Company repaid all indebtedness and terminated the credit agreement related to the First Internet Bank of Indiana (“FIB”) credit facility and recognized an $877 loss on debt extinguishment. On January 7, 2022, the Company drew $35,000 on the delayed draw term loan facility. The delayed draw term loan facility in the original principal amount of $35,000 is referred to herein as the “Initial DDTL”. Amounts outstanding under the Initial DDTL accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. Interest expense was accrued at an effective rate of 9.89% through September 30, 2022. As of September 30, 2022, the Company had an outstanding balance of $15,000 on the revolving credit facility. First Amendment to Credit Agreement On January 27, 2022, the Company, Subsidiary Guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent, entered into a First Amendment (the “Amendment”) to the existing Credit Agreement. The Amendment provides for, among other things, an increase to the existing term loan facility in the amount of $40,000 (the “Incremental Term Loans”) and a new delayed draw term loan facility in the original principal amount of $35,000, which amount is available to be drawn up to 24 months from the date of the Amendment (the “DDTL”). The Incremental Term Loans and any amounts borrowed under the DDTL are referred to herein as the “Additional Term Loans”. On January 27, 2022, the Company borrowed the full amount of the Incremental Term Loans, but did not borrow any amounts under the DDTL. Amounts outstanding under the Additional Term Loans will accrue interest at an annual rate equal to the LIBOR rate plus a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). The initial adjusted LIBOR rate of interest is the LIBOR rate of 1.00% plus 6.25% for a total rate of 7.25%. Actual interest accrued at 9.83% through September 30, 2022. The Additional Term Loans require annual principal payments in an amount equal to 1.0% of the original principal amount. Voluntary prepayments of the Additional Term Loans will be subject to a 2% prepayment premium if made on or prior to November 5, 2022 and a 1% prepayment premium if made on or prior to November 5, 2023. Voluntary prepayments made after November 5, 2023 are not subject to a prepayment premium. Each of the Additional Term Loans require annual principal payments in an amount equal to 1.0% of its respective original principal amounts. The Company shall also repay the term loans on an annual basis in an amount equal to a percentage of its Excess Cash Flow (as defined in the Credit Agreement), which percentage will be determined by its then current Secured Leverage Ratio. The Additional Term Loans are secured by all assets (other than certain excluded assets) of the Company and each of the Subsidiary Guarantors. Repayment of the Additional Term Loans is guaranteed by each of the Subsidiary Guarantors. The Additional Term Loans will mature on November 5, 2026. Long term debt as of September 30, 2022 and September 30, 2021 is detailed in the table below. September 30, 2022 September 30, 2021 FIB Term Loans $ — $ 36,185 Seller Note – Bolder BioPath 808 1,500 Seller Note – Smithers Avanza — 280 Seller Note – Preclinical Research Services 615 685 Seller Note – Plato BioPharma 1,470 — Seller Payable - Orient BioResource Center 3,488 — Seller Note – Histion 369 — Seller Note – Protypia 600 — Economic Injury Disaster Loan 140 — Convertible Senior Notes 104,965 131,673 Term Loan Facility, Initial DDTL and Incremental Term Loans 238,200 — 350,655 170,323 Less: Current portion (7,979) (9,656) Less: Debt issue costs not amortized (11,999) (6,458) Total Long-term debt $ 330,677 $ 154,209 While the carrying value of debt is $350,655 , total maturities total $385,903 . The following table summarizes the combined aggregate amount of maturities over the next five fiscal years: 2023 2024 2025 2026 2027 Thereafter Total Long-term debt $ 8,192 $ 3,249 $ 3,177 $ 2,553 $ 228,603 $ 140,129 $ 385,903 Fair Value The fair value of the Company’s term loan facility, initial DDTL and incremental term loans is $200,460 based on market pricing. As the fair value is based on significant other observable inputs, it is deemed to be Level 2 within the fair value hierarchy. The fair value of the Convertible Senior Notes is $111,825 based on market pricing. As the fair value is based on significant other observable inputs, it is deemed to be Level 2 within the fair value hierarchy. The book values of the Seller Notes and Seller Payable, which are fixed rate loans carried at amortized cost, approximate the fair value based on current market pricing of similar debt. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. Until November 4, 2021, the embedded derivative conversion feature of the Convertible Senior Notes (the “Notes”) was subject to fair value measurement on a recurring basis as they included unobservable and significant inputs in determining the fair value. The Company utilized a single factor trinomial lattice model to determine the related fair value of the embedded derivative convertible feature of the Notes at November 4, 2021, and the inputs used included a volatility of 40.0%, a bond yield assumption of 10.44% and a remaining maturity period of 5.95 years. Acquisition-related Debt In addition to the indebtedness under the Credit Agreement, certain of the Company’s subsidiaries have issued unsecured notes as partial payment of the purchase prices of certain acquisitions as described herein. Each of these notes is subordinated to the indebtedness under the Credit Agreement. As part of the acquisition of Plato BioPharma, Inc. (“Plato”), which is a part of the Company’s Inotiv Boulder subsidiary, Inotiv Boulder, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Plato in an aggregate principal amount of $3,000. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of June 1, 2023. As part of the acquisition of Orient BioResource Center (“OBRC”), the Company agreed to leave in place a payable owed by OBRC to the seller in the amount of $3,700, which the Company determined to have a fair value of $3,325 as of January 27, 2022. The payable does not bear interest and is required to be paid to seller on the date that is 18 months after the closing date of January 27, 2022. The Company has the right to set off against the payable any amounts that become payable by the seller on account of indemnification obligations under the purchase agreement. As part of the acquisition of Histion, LLC (“Histion”) which is a part of the Company’s subsidiary, Bronco Research Services, LLC, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Histion in an aggregate principal amount of $433. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of April 1, 2025. As part of the acquisition of Protypia, Inc. (“Protypia”), the Company issued unsecured subordinated promissory notes payable to the former shareholders of Protypia in an aggregate principal amount of $600. The promissory notes bear interest at a rate of 4.5% per annum, with monthly payments of principal and interest and a maturity date of January 7, 2024. Convertible Senior Notes On September 27, 2021, the Company issued $140,000 principal amount of its 3.25% Convertible Senior Notes due 2027 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture, dated as of September 27, 2021, among the Company, the Company’s wholly-owned subsidiary, BAS Evansville, Inc., as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Indenture”). Pursuant to the purchase agreement between the Company and the initial purchaser of the Notes, the Company granted the initial purchaser an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes were first issued, up to an additional $15,000 principal amount of the Notes. The Notes issued on September 27, 2021 included $15,000 principal amount of the Notes issued pursuant to the full exercise by the initial purchaser of such option. The Company used the net proceeds from the offering of the Notes, together with borrowings under a new senior secured term loan facility, to fund the cash portion of the purchase price of the Envigo acquisition and related fees and expenses. The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s non-guarantor subsidiaries. The Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by the Guarantor. 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 21.7162 common shares per $1 principal amount of Notes, which represents an initial conversion price of approximately $46.05 per common share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 30, 2022 and 2021, there are $5,060 and $5,909 in unamortized debt issuance costs related to the Convertible Senior Notes, respectively. For the year ended September 30, 2022, the total interest expense was $10,624, including coupon interest expense of $4,613, accretion expense of $5,162, and the amortization of debt discount and issuance costs of $849. 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. In accordance with ASC 815, at issuance, the Company evaluated the convertible feature of the Notes and determined it was required to be bifurcated as an embedded derivative and did not qualify for equity classification. The convertible feature of the Notes is subject to fair value remeasurement as of each balance sheet date or until it meets equity classification requirements and is valued utilizing Level 3 inputs as described below. The discount resulting from the initial fair value of the embedded derivative will be amortized to interest expense using the effective interest method. Non-cash interest expense during the period primarily related to this discount. In the first quarter of 2022, the Company adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible debt instruments and convertible preferred shares by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. As a result of the approval of the increase in authorized shares on November 4, 2021 (see Note 13 – Equity), the Note conversion rights met all equity classification criteria in ASC 815. As a result, the derivative liability was remeasured as of November 4, 2021 and reclassified out of long-term liabilities and into additional paid-in capital. Based upon the above, the Company remeasured the fair value of the embedded derivative as of November 4, 2021, which resulted in a fair value measurement of $88,576 and a loss on remeasurement included in other income (loss) for the twelve months ended September 30, 2022 of $56,714. The embedded derivative liability, net of tax, of $78,258 was then reclassified to additional paid-in capital in accordance with ASC 815. In connection with the evaluation at November 4, 2021, the Company rechallenged its analysis of the initial allocation of value between the embedded derivative and debt component of the convertible debt included in long-term liabilities at September 30, 2021. This resulted in a change in the allocation of the underlying long-term debt from $76,716 to $99,776 and the allocation of the conversion feature from $54,922 to $31,862. These changes did not result in any change to long-term liabilities or any material changes to net income (loss) as of September 30, 2021. Former Credit Agreement On October 4, 2021, the Company entered into a Third Amendment to Amended and Restated Credit Agreement (the “FIB Amendment”), which amended the Amended and Restated Credit Agreement between the Company and FIB, as amended (the “FIB Credit Agreement”). Pursuant to the FIB Amendment, FIB consented to the acquisition by the Company of Plato by merger of Plato with a wholly owned subsidiary of the Company and the subsequent merger of the surviving corporation of that merger with another wholly owned subsidiary of the Company. In addition, the FIB Amendment amended the FIB Credit Agreement to (i) add the promissory notes to be issued to former Plato shareholders in the Plato acquisition as permitted indebtedness, which notes were issued by the surviving company, guaranteed by the Company and subordinated in favor of FIB, and (ii) add references to the Plato acquisition to certain provisions of the FIB Credit Agreement relating to subordination agreements, representations and warranties, and certain covenants to permit the Plato acquisition to occur. The FIB Amendment included agreements by the Company to obtain certain landlord waivers within 30 days of the closing of the Plato acquisition and to deliver to FIB signed subordination agreements. The Company consummated the Envigo acquisition and repaid all of its obligations under the FIB Credit Agreement in November 2021. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Sep. 30, 2022 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | 8. As of September 30, 2022, one customer within the RMS made up 20.4% of the total trade receivables balance. Trade receivables and contract assets, net consisted of the following: September 30, September 30, 2022 2021 Trade receivables $ 88,867 $ 22,838 Unbilled revenue 17,474 6,194 Total 106,341 29,032 Less: Allowance for credit losses (6,268) (668) Trade receivables and contract assets, net of allowances for credit losses $ 100,073 $ 28,364 Inventories, net consisted of the following: September 30, September 30, 2022 2021 Raw materials $ 1,757 $ 513 Work in progress 186 37 Finished goods 4,933 192 Research Model Inventory 68,055 — Total 74,931 742 Less: Obsolescence reserve (3,490) (140) Inventories, net $ 71,441 $ 602 Prepaid expenses and other current assets consisted of the following: September 30, September 30, 2022 2021 Advances to suppliers $ 30,292 $ — Income tax receivable 366 — Prepaid research models 3,575 1,931 Other 8,250 1,198 Prepaid expenses and other current assets $ 42,483 $ 3,129 The composition of other assets is as follows: September 30, September 30, 2022 2021 Long-term advances to suppliers $ 2,894 $ — Finance lease right-of-use assets, net 79 60 Debt issuance costs - revolving credit facility 1,411 — Funded status of defined benefit plan 1,573 — Other 1,567 281 Other assets $ 7,524 $ 341 The composition of property and equipment, net is as follows: September 30, September 30, 2022 2021 Land and land improvements $ 20,025 $ 2,276 Buildings and building improvements 110,572 40,169 Machinery and equipment 68,628 36,743 Furniture and fixtures 1,905 1,338 Construction in progress 40,519 3,725 Total Cost 241,649 84,251 Accumulated depreciation (55,450) (36,273) $ 186,199 $ 47,978 Accrued expenses consisted of the following: September 30, September 30, 2022 2021 Accrued compensation $ 17,460 $ 3,528 Non-income taxes 1,200 18 Accrued interest 5,228 169 Other 11,913 366 Consideration payable — 4,887 Accrued expenses and other liabilities $ 35,801 $ 8,968 The composition of fees invoiced in advance is as follows: September 30, September 30, 2022 2021 Customer deposits $ 39,222 $ — Deferred revenue 29,420 26,614 Fees invoiced in advance $ 68,642 $ 26,614 |
POST EMPLOYMENT BENEFITS
POST EMPLOYMENT BENEFITS | 12 Months Ended |
Sep. 30, 2022 | |
POST EMPLOYMENT BENEFITS | |
POST EMPLOYMENT BENEFITS | 9. Defined Benefit Plan As a result of the Envigo acquisition, the Company has a defined benefit plan in the U.K., the Harlan Laboratories UK Limited Occupational Pension Scheme (the "Plan"), which operated through to April 2012. As of April 30, 2012, the accumulation of plan benefits of employees in the Plan was permanently suspended and therefore the Plan was curtailed. The following tables summarize the changes in the benefit obligation funded status of the Company’s defined benefit plans and amounts reflected in the Company’s consolidated balance sheets as of September 30, 2022. Fiscal Year Ended September 30, 2022 Accumulated benefit obligation: $ 12,812 Change in projected benefit obligation: Projected benefit obligation, acquisition date $ 24,302 Service cost - Interest cost 381 Contributions by plan participants - Benefits paid (595) Foreign currency translation adjustment (3,370) Actuarial (gains) losses (7,906) Projected benefit obligation at end of period 12,812 Change in fair value of plan assets: Fair value of plan assets, acquisition date $ 21,269 Actual loss on plan assets (3,948) Employer contributions 1,059 Foreign currency translation adjustment (3,400) Benefits paid (595) Fair value of plan assets, end of period 14,385 Funded status $ 1,573 The net periodic benefit costs, which are presented within general and administrative expense, under the Company’s defined benefit plans were as follows: Fiscal Year Ended September 30, 2022 Components of net periodic benefit expense: Service cost $ - Interest cost 381 Expected return on assets (744) Net periodic benefit cost $ (362) Gains Related to Changes in Benefit Obligation The actuarial gains during the twelve months ended September 30, 2022 were due to significant increase in the discount rate as a result of rising interest rates in the U.K. The remainder of the changes are cumulative translation adjustments and reductions in assets as a result of overall deterioration in markets, driven by increasing interest rates.. Assumptions The major assumptions used in determining the net periodic benefit costs for the fiscal year ended September 30, 2022: Fiscal Year Ended September 30, 2022 Discount rate 1.85 % Expected return on plan assets 4.01 % Our expected return on plan asset assumption, used to determine benefit obligations, are based on historical long-term rates of return on investments. Many factors, including portfolio allocation, target portfolio allocation and expected expenses, are evaluated during the process of determining the expected return on plan assets. Discount rates were determined for the defined benefit retirement plan at the measurement date to reflect the yield of a portfolio of high-quality bonds matched against the timing and amounts of projected future benefit payments. Fiscal Year Ended September 30, 2022 Discount rate 5.33 % Rate of compensation increases - At September 30, 2022, we are increasing our long-term rate of return assumption to 4.96% for pension plan assets.The major assumptions used in determining benefit obligations were as follows: Pension Plan Assets The Company maintains target allocation percentages among various asset categories based on an investment policy designed to achieve long-term objectives of return, while mitigating downside risk and considering expected cash flows. The Company’s investment policy is reviewed from time to time to ensure consistency with long-term objectives. The Company’s target allocation percentages were materially consistent with the actual percentages above at September 30, 2022. Plan assets distribution was as follows: Fiscal Year Ended September 30, Cash 24.90 % Equity securities 6.20 Debt securities 49.50 Real estate mutual fund 5.90 Other 13.50 Total 100.00 % The fair value of total plan assets by asset category and fair value hierarchy levels are as follows: Fair value as of Fair Value Measurements at Reporting Date Using: September 30, 2022 Level 1 Level 2 Level 3 Cash $ 409 $ 409 $ - $ - Fixed income securities: Investment grade corporate bonds 4,408 - 4,408 - Other types of investments: Multi-asset fund 9,568 9,568 Total $ 14,385 $ 409 $ 13,976 $ - The calculation of the fair value of each level of investment is described in Note 2. Pension Funding and Payments During the fiscal year ended September 30, 2022, the Company contributed $1,059 to the pension plans and expects to contribute $1,271 to its pension plans in the next twelve months. Estimated pension benefit payments expected to be paid in cash in each of the next five years and in the aggregate for the following five years thereafter are as follows: 2023 2024 2025 2026 2027 Thereafter Total Projected Benefit Payments $ 632 $ 717 $ 603 $ 718 $ 898 $ 3,780 $ 7,348 Defined Contribution Plans The Company has defined contribution benefit plans that cover its employees in the U.S., U.K. (the Group Personal Pension Plan) and Netherlands. Defined contribution benefit expense for the twelve months ended September 30, 2022 and 2021 were $3,312 and $852, respectively. The contribution expense increased primarily due to growth in overall headcount through organic growth and the acquisitions in fiscal 2022. |
OTHER OPERATING EXPENSE
OTHER OPERATING EXPENSE | 12 Months Ended |
Sep. 30, 2022 | |
OTHER OPERATING EXPENSE | |
OTHER OPERATING EXPENSE | 10. OTHER OPERATING EXPENSE Other operating expense consisted of the following: Fiscal Year Ended September 30, 2022 2021 Acquisition and integration costs $ 16,120 $ 5,377 Restructuring costs 1 8,564 — Startup costs 5,687 1,477 Other costs 1,300 405 Acquisition-related stock compensation costs 2 23,014 — $ 54,685 $ 7,259 1 Restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland facilities. See Note 11 – Restructuring for additional information. 2 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 12 Months Ended |
Sep. 30, 2022 | |
RESTRUCTURING COSTS. | |
RESTRUCTURING COSTS | 11. During June 2022, the Company approved and announced a plan to close its facility in Cumberland, Virginia (“Cumberland facility”) and to close and relocate its operations in Dublin, Virginia (“Dublin facility”) into its other existing facilities, as a part of the Company’s ongoing restructuring and site optimization plan. The Cumberland facility exit is also a part of the transfer plan settlement, as further described in Note 15 – Contingencies. The operations at both the Cumberland facility and the Dublin facility are within the RMS segment. The Cumberland facility exit was complete by September 2022. Any potential decision to sell the facility and related property may extend past that date. The Dublin facility transition was completed in November 2022. As part of its restructuring activities, the Company has incurred expenses that qualify as exit and disposal costs under GAAP. For the fiscal year ended September 30, 2022, these costs included employee severance and other costs related to workforce reductions (“employee-related”) of $2,159 and other exit costs (“other”) of $5,351, which primarily relate to inventory write-downs related to the exit of the Cumberland facility and costs to maintain the facilities until each facility has been exited. Exit and disposal costs were charged to other operating expense. The Company does not expect further material charges as a result of the closures of the Cumberland facility and Dublin facility. During the fiscal year ended September 30, 2022, payments of $764 and $3,276 have been made for employee-related and other costs, respectively. The remaining exit and disposal costs were non-cash expenses. As of September 30, 2022, the liability balance for exit and disposal costs that qualify as employee-related exit and disposal costs is $1,395. The Company has also incurred impairment charges that relate to our restructuring activities, which do not qualify as exit and disposal costs. As of September 30, 2022, the Company incurred impairment charges of $1,054 in connection with the impairment of property and equipment at the Dublin and Cumberland facilities, as a result of obtaining market quotes for the value of the real property at the facility and the review of the usefulness of the personal property if transferred to other sites in connection with exit plans. The impairment losses are recorded in other operating expense. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
LEASES | 12. Right-of-use lease assets and lease liabilities that are reported in the Company’s consolidated balance sheets are as follows: September 30, 2022 September 30, 2021 Operating ROU assets, net $ 32,489 $ 8,358 Current portion of operating lease liabilities 7,982 1,959 Long-term operating lease liabilities 24,854 6,554 Total operating lease liabilities $ 32,836 $ 8,513 Finance ROU assets, net $ 79 $ 60 Current portion of finance lease liabilities 43 24 Long-term finance lease liabilities 41 39 Total finance lease liabilities $ 84 $ 63 The increase in right-of-use lease assets and lease liabilities in the twelve months ended September 30, 2022 is primarily attributable to acquisitions as described in Note 3 and further increased due to entering the for our facility in Rockville, Maryland. Finance ROU assets are recorded in other assets and the current and long-term portions of finance lease liabilities are recorded in accrued expenses and other liabilities and other long-term liabilities, 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, 2022 and 2021 were: Fiscal Year Ended September 30, 2022 2021 Operating lease costs: Fixed operating lease costs $ 9,415 $ 1464 Short-term lease costs 108 76 Lease income (2,067) (657) Finance lease costs: Amortization of ROU asset expense 35 103 Interest on finance lease liability 4 184 Total lease cost $ 7,495 $ 1,170 The Company serves as lessor to a lessee in five facilities. The gross rental income and underlying lease expense are presented net in the Company’s consolidated statement of operations. The gross rent receivables and underlying lease liabilities are presented gross in the Company’s consolidated balance sheets. The Company received total rental income of $2,067 and $657 for the twelve months ended September 30, 2022 and 2021, respectively. Supplemental cash flow information related to leases was as follows: Fiscal Year Ended September 30, 2022 2021 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,540 $ 1,389 Operating cash flows from finance leases 33 184 Finance cash flows from finance leases 4 286 Non-cash lease activity: ROU assets obtained in exchange for new operating lease liabilities $ 31,697 $ 6,285 Right-of-use assets obtained in exchange for new finance lease liabilities 69 17 The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of September 30, 2022 and 2021 were: Fiscal Years Ended September 30, 2022 2021 Weighted-average remaining lease term (in years) Operating lease 5.58 4.66 Finance lease 2.30 3.25 Weighted-average discount rate (in percentages) Operating lease 6.90 % 4.45 % Finance lease 4.86 % 4.86 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of September 30, 2022, 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 2023 $ 8,941 $ 43 2024 7,643 31 2025 6,629 12 2026 5,407 2 2027 3,491 — Thereafter 8,269 — Total minimum future lease payments 40,380 88 Less interest (7,544) (4) Total lease liability 32,836 84 |
STOCKHOLDERS EQUITY AND (LOSS)
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | 12 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | 13. All values within Note 13 are not presented in thousands. Stockholders’ Equity Sale of Preferred Shares and Warrants 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, 2022 and 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, 2022 and 2021, no preferred shares remained outstanding. All dividends have been paid according to the agreement. Common Stock Offering On April 23, 2021, we closed an underwritten public offering of 3,044,117 of our common shares, including 397,058 common shares sold pursuant to the full exercise by the underwriter of its option to purchase additional shares to cover over-allotments. All of the shares were sold at a price Increase in Authorized Shares and Equity Plan Reserve On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares from 20,000,000 shares, consisting of 19,000,000 common shares and 1,000,000 preferred shares, to 75,000,000 shares, consisting of 74,000,000 common shares and 1,000,000 preferred shares. Approval of this matter by the Inotiv shareholders was a condition to the closing of the Envigo acquisition. The amendment was effective on November 4, 2021. On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to certain limitations in the Equity Plan. At September 30, 2022, 928,388 shares remained available for grants under the Equity Plan. Stock Issued in Connection with Acquisitions During the fiscal years ended September 30, 2022 and 2021, 9,573,210 and 1,633,558 common shares, respectively, were issued in relation to acquisitions. See Note 3 – Business Combinations for further discussion of consideration for each acquisition. (Loss) Income per share The Company computes basic (loss) income per share using the weighted average number of common shares outstanding. The Company computes diluted earnings per share using the if-converted method for preferred shares and convertible debt, if any, and the treasury stock method for stock options and restricted stock units. 2022 Shares issuable upon exercise of 1,949,390 options and shares issuable upon vesting of 550,603 restricted stock units were not considered in computing diluted loss per share for the fiscal year ended September 30, 2022 because they were anti-dilutive. Additionally, there are 3,040,268 shares of common stock issuable upon conversion in connection with the convertible debt entered into on September 27, 2021. These shares were not considered in computing diluted loss per share for the fiscal year ended September 30, 2022 because they were anti-dilutive. 2021 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. Computation of basic and diluted net (loss) income per share is shown in the following table: Fiscal Years Ended September 30, 2022 2021 Basic and diluted net (loss) income per share: Net (loss) income applicable to common shareholders $ (337,018) $ 10,895 Weighted average common shares outstanding (in thousands) Basic 24,354 13,191 Diluted 24,354 13,865 Basic net (loss) income per share $ (13.84) $ 0.83 Diluted net loss per share $ (13.84) $ 0.19 Accumulated Other Comprehensive (Loss) Income Within the statement of operations, foreign exchange gains and losses are recognized as a result of translations of non-functional currencies. In relation to the translation into U.S. dollars, except for defined benefit pension costs of The Plan, the assets and liabilities of foreign operations are translated using the current exchange rate. For those operations, changes in exchange rates generally do not affect cash flows; therefore, resulting translation adjustments are made in shareholders' equity rather than in the consolidated statements of operations. The Plan relates to a U.K. subsidiary, which currently records a valuation allowance against its net deferred tax assets. As a result, income tax effects on the net activity have not been presented related to each component of other comprehensive income (loss) for the fiscal years ended September 30, 2022 and 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 14. Summary of Equity Plans and Activity The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock (“RSAs”), and restricted stock units (“RSUs”). During fiscal years 2022 and 2021, the following are share-based awards available to certain employees and their general terms and conditions are: ● Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 3 years ; and typically expire 10 years from date of grant or 30 days post-termination. In the case of the options issued in relation to the Envigo acquisition, the options expire 10 years from date of grant or 1 year post-termination. ● RSAs, which are shares granted at no cost on the grant date and typically vest over 2 years . With respect to RSAs, recipients do have voting rights on the stock during the vesting period. ● RSUs, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and typically vest over 2 years . With respect to RSUs, recipients do not have voting rights on the stock during the vesting period. In March 2018, the Company's shareholders approved the amendment and restatement of the 2008 Stock Option Plan in the form of the Amended and Restated 2018 Equity Incentive Plan (as amended, the “Equity Plan”). Since March 2018, the Equity Plan has been amended three times: (i) in March 2020, the shareholders approved an 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 (ii) in November 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; and (iii) in March 2022, the shareholders approved a further amendment to remove certain limitations on the number of stock options, stock appreciation rights, shares of restricted stock and restricted stock units that could be awarded to an employee participant in any fiscal year. The Company currently grants equity awards from the Equity Plan. At September 30, 2022, 928,388 shares remained available for grants under the Equity 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 adjusts stock-based compensation expense for forfeitures in the period that a forfeiture occurs. The following table provides stock-based compensation by the financial statement line item in which it is reflected: Fiscal Years Ended September 30, 2022 2021 General and administrative $ 5,960 $ 1,786 Other operating expense 23,014 - Stock-based compensation, before income taxes 28,974 1,786 Provision for income taxes (5,123) (1,161) Stock-based compensation, net of income taxes $ 23,851 $ 625 No stock-based compensation related costs were capitalized in fiscal years 2022 and 2021. The weighted-average assumptions used to compute the fair value of options granted for the fiscal years ended September 30, 2022 and 2021 were as follows: 2022 2021 Risk-free interest rate 1.24 % 0.93 % Dividend yield — % — % Volatility of the expected market price of the Company’s common shares 76.62 % 70.30 % Expected life of the options (years) 3.24 5.95 The volatility assumption used to determined the fair values of options granted for fiscal years 2022 and 2021 is based on historical stock price activity. Further, the assumptions presented for fiscal year 2022 are inclusive of the options issued in relation to the Envigo acquisition. Refer to Note 3 for further information related to those options. A summary of the Company’s stock option activity for all options and related information for the year ended September 30, 2022, is as follows (in thousands, except for share prices): Weighted- Weighted- Average Average Remaining Aggregate Options Exercise Contractual Intrinsic (shares) Price Life Value Outstanding as of September 30, 2021 831 $ 9.82 $ Granted 1,258 14.24 Exercised (62) 1.90 Canceled (78) 19.22 Outstanding as of September 30, 2022 1,949 $ 12.54 7.35 $ 12,655 Exercisable as of September 30, 2022 1,327 $ 8.54 6.52 $ 11,568 Expected to vest as of September 30, 2022 622 $ 21.06 9.14 $ 1,087 The weighted-average grant date fair value of stock options granted was $32.56 and $13.90 for fiscal years ended 2022 and 2021, respectively. The total intrinsic value of options exercised during fiscal years ended 2022 and 2021 was $1,830 and $2,503, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price. A summary of the Company’s restricted share activity for the year ended September 30, 2022 is as follows (in thousands, except for share prices): Weighted- Average Restricted Grant Date Shares Fair Value Outstanding – September 30, 2021 237 $ 7.96 Granted 41 $ 29.49 Vested (121) $ 5.19 Forfeited (8) $ 8.12 Outstanding – September 30, 2022 149 $ 16.09 As of September 30, 2022, the total unrecognized compensation cost related to unvested restricted shares was $949 and is expected to be recognized over a weighted-average service period of 1.0 years. The total fair value of the restricted shares granted during the fiscal year ended September 30, 2022 and 2021 was $1,197 and $1,576, respectively. The total fair falue of restricted shares vested during the fiscal year ended September 30, 2022 and 2021 was $4,580 and $405, respectively. A summary of the Company’s restricted stock units for the year ended September 30, 2022 is as follows (in thousands, except for share prices): Weighted- Average Restricted Grant Date Stock Units Fair Value Outstanding – September 30, 2021 — $ — Granted 551 $ 23.82 Outstanding – September 30, 2022 551 $ 23.82 As of September 30, 2022, the total unrecognized compensation cost related to unvested restricted stock units was $11,130 and is expected to be recognized over a weighted-average service period of 3.8 years. The total fair value of the restricted stock units granted during the fiscal year ended September 30, 2022 was $13,067. No restricted stock units vested during the fiscal year ended September 30, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | 15. The components of loss (income) before income taxes are presented below: 2022 2021 (Loss) income before income taxes: U.S. $ (338,565) $ 6,119 Non-U.S. (13,884) — Total (loss) income before income taxes $ (352,449) $ 6,119 Significant components of our deferred tax assets and liabilities are as follows: As of September 30, 2022 2021 Deferred tax assets: Inventory $ 1,461 $ 117 Allowance for credit losses 1,288 — Accrued compensation and vacation 2,574 224 Accrued expenses and other 608 — Domestic net operating loss carryforwards 8,837 5,277 Foreign net operating loss carryforwards 8,276 — Foreign tax credit carryforwards 769 — Unrealized foreign exchange 1,191 — Goodwill — 138 Stock compensation expense 2,999 501 Business Interest Limitation 3,137 226 Leases 130 94 Total deferred tax assets 31,270 6,577 Deferred tax liabilities: Prepaid expenses (483) (126) Accrued expenses and other — (926) Accreted interest on convertible debt (8,586) — Basis difference for property and equipment (12,300) (2,077) Basis difference for intangible assets (76,307) (2,841) Goodwill (267) — Total deferred tax liabilities (97,943) (5,970) Total net deferred tax assets (liabilities) (66,673) 607 Valuation allowance for net deferred tax assets (10,354) (951) Net deferred tax asset (liabilities) $ (77,027) $ (344) Significant components of the provision (benefit) for income taxes are as follows as of the years ended September 30, 2022 and 2021: 2022 2021 Current: Federal $ 61 $ — State and local 496 7 Foreign 1,674 Deferred: Federal (12,494) (3,902) State and local (4,911) (881) Foreign (13) Income tax (benefit) $ (15,187) $ (4,776) The effective income tax rate on continuing operations varied from the statutory federal income tax rate as follows: Fiscal Years Ended 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % Increases (decreases): State and local income taxes, net of Federal tax benefit, if applicable 2.6 % 0.1 % Change in Tax Rates 0.6 % % Loss on Fair Value Remeasument of Embedded Derivative (2.9) % % Nondeductible Compensation (1.0) % % Other nondeductible expenses (0.2) % (24.3) % Goodwill (16.4) % 3.3 % Disregarded entities 0.6 % % Foreign rate differential (0.4) % % Valuation allowance changes from activity 0.1 % 3.3 % Valuation allowance changes from acquisitions 0.3 % (81.4) % Effective income tax rate 4.3 % (78.0) % 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 assesses 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 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. Therefore, the result is a valuation allowance in excess of net deferred tax assets and a net credit balance. The valuation allowance related to the Company’s U.S. tax reporting group as of September 30, 2022 and 2021 was $0 and $951, respectively, and $10,354 for the foreign entities, as the Company does not believe that these deferred tax assets will be realized in the foreseeable future. The Company did not have a non-U.S. tax footprint until fiscal year 2022. Payments made in fiscal years 2022 and 2021 for income taxes, net of refunds, amounted to $479 and $8, respectively. The Company’s non-U.S. subsidiaries’ cumulative undistributed earnings, projected as of September 30, 2022, are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or withholding taxes has been made in the accompanying consolidated financial statements. Further, a determination of the unrecognized deferred tax liability for the amount indefinitely reinvested is not practicable due to the complexities in the tax laws and assumptions we would have to make. As of November 5, 2021, with the acquisition of Envigo, the Company adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S. income in U.S. taxable income under the Global Intangible Low-Taxed Income provisions as a current period expense when incurred. Therefore, no deferred tax related to these provisions has been recorded as of September 30, 2022. At September 30, 2022, the Company had domestic net operating loss carryforwards for federal tax purposes of $28,731, of which $792 would expire in September 30, 2036 and approximately $27,939 may be carried forward indefinitely. State and local loss carryforwards total approximately $49,704. The majority expire from September 30, 2028 through 2041 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 2022 based on any federal, state tax position. The Company’s only uncertain tax position, in a foreign jurisdiction, was derived from a business combination. The Company established an uncertain tax position of $1,861 in accordance with ASC 805-740 to directly offset acquired foreign net operating losses of $2,222 within the foreign net deferred tax liability. 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 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. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Sep. 30, 2022 | |
CONTINGENCIES | |
CONTINGENCIES | 16. Litigation Envigo RMS, LLC (“Envigo RMS”) is a defendant in a purported class action and a related action under California’s Private Attorney General Act of 2004 (“PAGA”) brought by Jacob Greenwell, a former employee of Envigo RMS, on June 25, 2021 in the Superior Court of California, Alameda County. The complaints allege that Envigo RMS violated certain wage and hour requirements under the California Labor Code. PAGA authorizes private attorneys to bring claims on behalf of the State of California and aggrieved employees for violations of California’s wage and hour laws. The class action complaint seeks certification of a class of similarly situated employees and the award of actual, consequential and incidental losses and damages for the alleged violations. The PAGA complaint seeks civil penalties pursuant to the California Labor Code and attorney’s fees. The Company intends to continue to vigorously defend these claims. On June 23, 2022, a putative securities class action lawsuit was filed in the United States District Court for the Northern District of Indiana, naming the Company and Robert W. Leasure and Beth A. Taylor as defendants, captioned Grobler v. Inotiv, Inc., et al., Case No. 4:22-cv-00045 (N.D. Ind.). The complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Act”), as amended, and Rule 10b-5 promulgated thereunder, based on alleged false and misleading statements and material omissions regarding the Company’s acquisition of Envigo RMS, LLC (“Envigo”) and its regulatory compliance. On September 12, 2022, Oklahoma Police Pension and Retirement System was appointed by the Court as lead plaintiff. Thereafter, on November 14, 2022, the lead plaintiff filed an amended complaint against the same defendants, in addition to John E. Sagartz and Carmen Wilbourn, that asserted the same claims along with a claim under Section 14(a) of the Act. On November 23, 2022, the lead plaintiff filed a further amended complaint against the aforementioned defendants asserting the same claims as the amended complaint and further alleging that false and misleading statements and material omissions were made concerning the Company’s non-human primate business. The purported class in the operative complaint includes all persons who purchased or otherwise acquired the Company’s common stock between September 21, 2021 and November 16, 2022, and the complaint seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. While the Company cannot predict the outcome of this matter, the Company believes the class action to be without merit and plans to vigorously defend itself. On September 9, 2022, a purported shareholder derivative lawsuit was filed in the United States District Court for the Northern District of Indiana, naming Robert W. Leasure, Beth A. Taylor, Gregory C. Davis, R. Matthew Neff, Richard A. Johnson, John E. Sagartz, Nigel Brown, and Scott Cragg as defendants, and the Company as a nominal defendant, captioned Grobler v. Robert W. Leasure, et al., Case No. 4:22-cv-00064 (N.D. Ind.). The derivative action asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, and waste of corporate assets, as well as violations of Section 14(a) of the Securities Exchange Act of 1934 arising out of the Company’s acquisition of Envigo and its regulatory compliance. On November 15, 2022, the Court entered an order staying the derivative action pending a resolution of a motion to dismiss in the securities class action. On January 4, 2023, an additional shareholder derivative lawsuit was filed in the United States District Court for the Northern District of Indiana, naming Robert W. Leasure, Beth A. Taylor, Gregory C. Davis, R. Matthew Neff, Richard A. Johnson, John E. Sagartz, Nigel Brown, and Scott Cragg as defendants, and the Company as a nominal defendant, captioned Burkhart v. Robert W. Leasure, et al., Case No 4:23-cv-00003 (N.D. Ind.). The derivative action asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, and waste of corporate assets, as well as violations of Section 10(b), 21D and 14(a) of the Securities Exchange Act of 1934 arising out of the Company’s acquisition of Envigo and its regulatory compliance. While the Company cannot predict the outcome of these matters, the Company believes the derivative actions to be without merit and plans to vigorously defend itself. The Company is party to certain other legal actions arising out of the normal course of its business. In management's opinion, none of these actions will have a material effect on the Company's operations, financial condition or liquidity. Government Investigations and Actions During the period from July 2021 through March 2022, Envigo RMS’s Cumberland facility was inspected on several occasions by the U.S. Department of Agriculture (“USDA”). USDA issued inspection reports with findings of non-compliance with certain USDA laws and regulations. Envigo RMS formally appealed certain of the findings, and made multiple remediations and improvements at the Cumberland facility, of which it kept USDA apprised. On May 18, 2022, the U.S. Department of Justice ("DOJ"), together with federal and state law enforcement agents, executed a search and seizure warrant on the Cumberland facility. The warrant was issued by the U.S. District Court for the Western District of Virginia on May 13, 2022. Certain employees and former employees also received a grand jury subpoena requested by the U.S. Attorney’s Office for the Western District of Virginia (“USAO-VA”). On December 8, 2022, EGSI and Inotiv received additional subpoenas from the USAO-VA, on documents, records or materials required to be maintained to comply with the Clean Water Act (CWA), the Virginia State Water Control Law or local pretreatment requirements, from January 2017 to present. Consistent with Company policy, the Company is cooperating with DOJ and USAO-VA and other involved authorities. On May 19, 2022, a civil complaint was filed against Envigo RMS in the U.S. District Court for the Western District of Virginia. The complaint was a civil action by DOJ alleging violations of the Animal Welfare Act at the Cumberland facility. The complaint sought declaratory and injunctive relief and costs. A temporary restraining order was issued on May 21, 2022 and, following Envigo RMS’s announcement on June 13, 2022 of its plans to permanently decommission the Cumberland facility, a preliminary injunction was issued on June 17, 2022. On July 15, 2022, the court approved a settlement entered into by Envigo RMS, the DOJ and the USDA on the civil case, which also comprises USDA’s administrative claims against Envigo RMS for the Cumberland facility. The settlement did not require that Envigo RMS pay any fines or penalties to any governmental agencies. In addition, it is expressly stated that the settlement was not an admission of liability or wrongdoing by Envigo RMS with regard to its past operation of the Cumberland facility. The settlement incorporated the transfer plan that was mutually agreed to by the DOJ and Envigo RMS on July 1, 2022 (the “Transfer Plan”), and it concluded all related civil and administrative complaints related to the Cumberland facility. The Transfer Plan execution was finalized by the parties on September 1, 2022. As per required in settlement, the DOJ and USDA moved to dismiss the civil and administrative complaints with prejudice on September 14, 2022, and such dismissal was granted by the court on September 14, 2022. In accordance with the settlement, Envigo RMS is refraining from any operations requiring a USDA license at the Cumberland facility. In addition, as priorly disclosed by the Company, the Company vacated the Cumberland facility, and it is currently available for sale. On June 15, 2021, Envigo Global Services, Inc. (“EGSI”), a subsidiary of the Company acquired in the Envigo acquisition, received a grand jury subpoena requested by the U.S. Attorney’s Office for the Southern District of Florida (“USAO-FL”) for the production of documents related to the procurement of non-human primates (“NHPs”) from foreign suppliers for the period January 1, 2018 through June 1, 2021. The subpoena relates to an earlier grand jury subpoena requested by the USAO-FL and received by EGSI’s predecessor entity, Covance Research Products, in April 2019. Envigo acquired EGSI from Covance, Inc. (“Covance”), a subsidiary of Laboratory Corporation of America Holdings, in June 2019. On January 27, 2022, EGSI acquired OBRC, which owns and operates a primate quarantine and holding facility located near Alice, Texas. In 2019, OBRC received grand jury subpoenas requested by the USAO-FL requiring the production of documents and information related to its importation of NHPs into the United States. On June 16, 2021, OBRC received a grand jury subpoena requested by the USAO-FL requiring the production of documents related to the procurement of NHPs from foreign suppliers for the period January 1, 2018 through June 1, 2021. The OBRC purchase agreement provides for indemnification of EGSI and its officers, directors and affiliates by the seller, Orient Bio, Inc., for liabilities resulting from actions, inactions, errors or omissions of Orient Bio, Inc. or OBRC related to any period prior to the closing date. Consistent with Company policy, the Company is cooperating with USAO-FL. On November 16, 2022 the Company disclosed that employees of the principal supplier of NHPs to the Company, along with two Cambodian government officials, have been criminally charged by the USAO-FL with conspiring to illegally import NHPs into the United States from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021. As of the filing date of this Report, the Company has not received any additional subpoenas related to this matter. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2022 | |
RELATED-PARTY TRANSACTIONS | |
RELATED-PARTY TRANSACTIONS | 17. The Company has a consulting agreement with LS Associates by which the Company expensed consulting fees of $363 and $86 for the fiscal years ended September 30, 2022 and 2021, respectively. LS Associates is owned in part by the Company’s CEO, Robert W. Leasure Jr. The Company received consulting services from 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 sub-contracts technical report writing at its Boulder site to Report Right, LLC. Report Right, LLC is owned by an immediate family member of a current employee. Total expense incurred for the fiscal years ended September 30, 2022 and 2021 was $509 and $141, respectively. The Company issued unsecured subordinated promissory notes in an aggregate principal amount of $1,500 to the former shareholders of Bolder BioPATH, who are affiliates of the Company. Total principal outstanding as of September 30, 2022 was $808. The Company expensed $56 in interest during the fiscal year ended September 30, 2022. See description of promissory note in Note 7. The Company issued unsecured subordinated promissory notes in an aggregate principal amount of $3,000 to the former shareholders of Plato, who are affiliates of the Company. Total principal outstanding as of September 30, 2022 was $1,470. The Company expensed $107 in interest during the fiscal year ended September 30, 2022. See description of promissory note in Note 7. The Company issued unsecured subordinated promissory notes in an aggregate principal amount of $433 to the former shareholders of Histion, who are affiliates of the Company. Total principal outstanding as of September 30, 2022 was $369. The Company expensed $7 in interest during the fiscal year ended September 30, 2022. See description of promissory note in Note 7. The Company issued unsecured subordinated promissory notes in an aggregate principal amount of $600 to the former shareholders of Protypia, who are affiliates of the Company. Total principal outstanding as of September 30, 2022 was $600. The Company expensed $4 in interest during the fiscal year ended September 30, 2022. See description of promissory note in Note 7. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On October 12, 2022, the Company borrowed the full amount of its existing $35,000 delayed draw term loan facility under the Credit Agreement, dated November 5, 2021, as amended January 27, 2022. A portion of the proceeds was used to repay $15,000 balance on revolving credit facility. On November 16, 2022, the Company became aware that the USAO-SDFL had criminally charged employees of the principal supplier of NHPs to the Company, along with two Cambodian government officials, with conspiring to illegally import NHPs into the U.S. from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021. Due to this, the Company believed that it was prudent, through the filing date of this report, to refrain from selling or delivering any of its Cambodian NHPs held in the U.S. The Company has continued to sell NHPs from other suppliers. The Company has shipments of its Cambodian NHP inventory scheduled, which will be resumed once existing inventory can be reasonably determined to be purpose-bred. As a result of the impact this will have to operating results and cash flows, the Company has determined impairment indicators exist and will report any potential impairment charges within the quarterly report for quarter ending December 31, 2022, for assets including inventory, long-lived assets (property and equipment and intangible assets) and goodwill. On December 29, 2022, the Company, certain subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and Jefferies Finance LLC, as administrative agent (the “Agent”), entered into a Second Amendment (“Second Amendment”) to the Credit Agreement, dated November 5, 2021, as amended by that First Amendment on January 27, 2022 (as amended, the “Credit Agreement”). The Second Amendment provides for, among other things, an extension to January 13, 2023 of the requirements to provide to the lenders the audited financial statements for the Company’s fiscal year ended September 30, 2022 and an annual budget for 2023. The Second Amendment adds a requirement that the Company provide, within 30 days after the end of each month, an unaudited consolidated balance sheet, statement of income and statement of cash flows as of the end of, and for, such month, as well as a “key performance indicator” report. The Second Amendment also requires that, within 10 business days after the end of each month, the Company will provide a rolling 13-week cash flow forecast prepared on a monthly basis. The Second Amendment further provides that, upon the request of the Required Lenders (as defined in the Credit Agreement), the Company will permit a financial advisor designated by the Required Lenders to meet with management of the Company to discuss the affairs, finances, accounts and condition of the Company during the six-month period following the effective date of the Second Amendment. In addition, the Second Amendment requires the Company to deliver an updated organization chart and certain supplemental information regarding the Company’s subsidiaries in connection with each quarterly report required pursuant to the Credit Agreement. Under the Second Amendment, the Company may elect to borrow on each of the loan facilities at either an adjusted term secured overnight financing rate (“Term SOFR”) rate of interest or an alternate base rate of interest. Adjusted Term SOFR loans shall accrue interest at an annual rate equal to the applicable Term SOFR rate plus (i) an adjustment percentage equal to between 0.11448% and 0.42826%, depending on the term of the loan (“Adjusted Term SOFR”); provided that, Adjusted Term SOFR shall never be less than 1.00%, and (ii) a margin of between 6.00% and 6.50%, depending on the Company’s then current Secured Leverage Ratio (as defined in the Credit Agreement). Alternate base rate loans shall accrue interest at an annual rate equal to (i) the highest of (a) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.5%, (b) the Agent’s prime rate and (c) Adjusted Term SOFR for a one-month tenor plus 1.00% (the “Alternate Base Rate”); provided that, the Alternate Base Rate shall never be less than 2.00%, plus (ii) a margin of between 5.00% and 5.50%, depending on the Company’s then current Secured Leverage Ratio. The Second Amendment also provides that the Company may not request any credit extensions under the revolving credit facility under the Credit Agreement: (i) prior to delivery of the audited financial statements and related compliance certificate for the fiscal year ended September 30, 2022; and (ii) thereafter, if any of the conditions precedent set forth in Section 4.02 of the Credit Agreement cannot be satisfied, including, without limitation, the making of the representation and warranty that as of the date of the most recent audited financial statements delivered to the Agent, no event, change, circumstance, condition, development or occurrence has had, or would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect (as defined in the Credit Agreement). In addition, the Second Amendment provides that, no later than January 13, 2023 (or such later date as the Required Lenders shall agree in their discretion), the Company shall (i) appoint a financial advisor on terms reasonably acceptable to the Required Lenders and the Company for a term of at least six months, (ii) provide a 13-week budget to the Agent, and (iii) deliver a perfection certificate supplement updating certain information previously provided with respect to each of the Company and the Subsidiary Guarantors, including information regarding certain collateral and other assets owned by such parties. On January 9, 2023, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a Third Amendment (“Third Amendment”) to the Credit Agreement, dated November 5, 2021, as amended by that Amendment on January 27, 2022 and that Second Amendment on December 29, 2022 (as amended by each of the Amendment, Second Amendment and the Third Amendment, the “Credit Agreement”). The Third Amendment provides that, among other things, during the period beginning on January 9, 2023 and, subject to the terms of the Credit Agreement, ending on the date on which financial statements for the Company’s fiscal quarter ending March 31, 2024 are delivered or are required to be delivered, as long as no event of default has occurred, (the “Amendment Relief Period”): ● the Cambodian NHP-related matters, to the extent existing and disclosed to the lenders prior to December 29, 2022, shall not constitute a material adverse effect under the Credit Agreement and will not restrict the Company’s ability to request credit extensions under the revolving credit facility; ● the use of borrowings under the revolving credit facility is limited to funding operational expenses of the Company in the ordinary course and cannot be used for the making or funding of investments, permitted acquisitions or restricted payments, payments or purchases with respect to any indebtedness, bonuses or executive compensation, or judgments, fines or settlements; and ● additional limitations are imposed on the Company under the Credit Agreement, including restrictions on permitted asset sales, a prohibition on making permitted acquisitions, and significant limitations on the ability to incur additional debt, make investments and make restricted payments. The Third Amendment provides that from and after the date thereof, no incremental facilities under the Credit Agreement may be established or incurred. The Third Amendment also provides for additional mandatory prepayments of borrowed amounts following the receipt by the Company of certain cash receipts, including proceeds from certain equity issuances and cash received by the Company not in the ordinary course of business. Under the Third Amendment, after any draw on the revolving credit facility, the Company’s cash and cash equivalents held on hand domestically within the U.S. cannot exceed $10 million. The fee consideration payable by the Company for each consenting lender party to the Third Amendment is: (i) 0.50% of the aggregate outstanding principal amount of the term loans held by each consenting term loan lender, to be paid in-kind and capitalized to the principal amounts of the term loans held by such lender; (ii) 0.50% of the aggregate outstanding principal amount of the term loans held by each consenting term loan lender, to be paid in cash upon the occurrence of certain prepayments of the term loan under the Credit Agreement; and (iii) 7.00% of the aggregate amount of the revolving commitments held by each consenting revolving lender, to be paid in cash upon the occurrence with certain permanent reductions of the revolving loans under the Credit Agreement. Under the Third Amendment, the Company may elect to borrow on each of the loan facilities accruing interest at either an adjusted secured overnight financing rate (“Term SOFR”) or an alternate base rate of interest. SOFR loans shall accrue interest at an annual rate equal to the applicable Term SOFR rate plus (i) an adjustment percentage equal to between 0.11448% and 0.42826% , depending on the term of the loan (“Adjusted Term SOFR”), provided that, the Adjusted Term SOFR shall never be less than 1.00% per annum, plus (ii) an applicable margin of 6.75% per annum for term loans maintained as SOFR loans or 9.50% per annum for revolving loans maintained as SOFR loans. Alternate base rate loans shall accrue interest at an annual rate equal to (i) the highest of (a) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.5% , (b) the Agent’s prime rate and (c) Adjusted Term SOFR for a one-month tenor plus 1.00% (the “Alternate Base Rate”), provided that, the Alternate Base Rate is subject to a floor of 2.00% per annum plus (ii) an applicable margin of 5.75% per annum for term loans maintained as Alternate Base Rate loans or 8.50% per annum for revolving loans maintained as Alternate Base Rate loans. The Company is reviewing the Credit Agreement, as amended for accounting and tax impacts, which would be included in the quarterly report for quarter ending December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
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. The Company consolidates a variable interest entity (“VIE”) as a result of the Envigo acquisition. The VIE does not materially impact our net assets or net (loss) income. The Company accounts for noncontrolling interests in accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). ASC 810 requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the consolidated statements of operations. Comprehensive loss for the year and period presented is comprised of consolidated net loss plus the change in the cumulative translation adjustment equity account and the adjustments, net of tax, for the current year actuarial gains (losses) and prior service costs in connection with the Company’s defined benefit plan. Transactions in currencies other than the functional currency of each entity are recorded at the rates of exchange at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange at the balance sheet date and the related transaction gains and losses are reported in the consolidated statements of operations, in operating income. The Company records gains and losses from re-measuring intercompany loans in other income (expense) in the consolidated statement of operations. Translation adjustments are excluded from the determination of net income and are recorded as a separate component of equity within accumulated other comprehensive loss in the consolidated financial statements. Foreign exchange losses recorded in other income (expense) on the statement of operations for fiscal year ended September 30, 2022 are $1,907 and $0, respectively. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation, including segment reporting updates as a result of the Envigo acquisition, reclassification of start-up costs and research and development expenses reclassified to other operating expense, reclassification of amortization of intangible assets to a separate financial statement line item. These reclassifications had no effect on the reported results of operations. |
Segment Reporting | Segment Reporting The Company reports its results in two reportable segments: Discovery and Safety Assessment (DSA) and Research Models and Services (RMS). The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, regulated and non-regulated (GLP and non-GLP) safety assessment services and internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. The Company’s RMS reportable segment includes research models, research model services and Teklad diets and bedding. bioproducts and Genetically Engineered Models and Services (“GEMS”). Research Models includes the commercial production and sale of small research models, the supply of large research models and biological products (“bioproducts”), including serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Research Model Services include GEMS, which includes the performance of contract breeding and other services associated with genetically engineered models, client-owned animal colony care, and health monitoring and diagnostics services related to research models. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. In accordance with ASC 606, the Company determines appropriate revenue recognition by completing the following steps: (i) identifiying the contract(s) with a customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating of the transaction price to the performance obligations in the contract; and (v) recognizing revenue when or as the Company satisfies a performance obligation. Service revenue DSA The Company enters into contracts with clients to provide drug discovery and development services. The Company also offers archive storage services to its clients. The Company’s fixed fee arrangements may involve nonclinical research services (e.g., 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. In determining the appropriate amount of revenue to recognize over time, the Company forecasts remaining costs related to the contracts with customers. In order to forecast the remaining costs, the Company reviews the billings compared to original cost estimates, meets with project managers and updates cost estimates in relation to any scope changes requested by the client. 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 fees invoiced in advance on the consolidated balance sheets. Unbilled revenues represent revenues earned under contracts in advance of billings and classified within trade receivables and contract assets on the consolidated balance sheets. Our service contracts typically establish a fixed fee to be paid for identified services. In most cases, some percentage of the contract costs is paid in advance. While we are performing a contract, clients often adjust the scope of services to be provided based on interim project results. Fees are adjusted accordingly. Generally, our fee-for-service contracts are terminable by the client upon written notice of 30 days or less for a variety of reasons, including the client’s decision to forego a particular study, the failure of product prototypes to satisfy safety requirements, and unexpected or undesired results of product testing. Cancellation or delay of ongoing contracts may result in fluctuations in our annual results. We are generally able to recover, at minimum, our invested costs plus an appropriate margin when contracts are terminated. RMS The Company provides GEMS, which includes the performance of contract breeding and other services associated with genetically engineered models, client-owned animal colony care, and health monitoring and diagnostics services related to research models. For contracts that involve creation of a specific type of animal, revenue is recognized over time with each milestone as a separate performance obligation. The Company is due payment for work performed even if subsequent milestones are unable to be met. Contract breeding revenue and client-owned animal colony care revenue are recognized over time and are billed as per diems. Health monitoring revenue and diagnostic services revenue are recognized once the service is performed. Product revenue DSA DSA product revenue includes internally-manufactured scientific instruments for life sciences research and the related software for use by pharmaceutical companies, universities, government research centers and medical research institutions under the Company’s BASi product line. These products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. RMS Product revenue includes research models, diets and bedding and bioproducts. Research models revenue represents the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers, and large-animal models. Diets and bedding revenue represents laboratory animal diets, bedding, and enrichment products under the Company’s Teklad product line. Bioproducts revenue represents the sale of serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Product revenue is recognized at the point in time when the Company’s performance obligations with the applicable customers have been satisfied. Revenue is recorded at the transaction price, which is the amount of consideration the Company expects to receive in exchange for transferring products to a customer. The performance obligations, including associated freight to deliver products, are met based agreed upon terms, which are generally upon delivery (destination point) and transfer of title. The Company determines the transaction price based on fixed consideration in its contractual agreements. In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers product to when the customers pay for the product is less than one year. |
Cash Equivalents | Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less and consist primarily of amounts invested in money market funds and bank deposits. |
Restricted Cash | Restricted Cash Restricted cash generally consists of amounts held by our creditors. For the fiscal 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. |
Trade receivables and contract assets, net of allowances for credit losses | Trade receivables and contract assets, net of allowances for credit losses The Company records trade receivables and contract assets, net of an allowance for credit losses. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Trade receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. The allowance for credit losses is determined each fiscal quarter based on the creditworthiness of its customers, historical collection patterns and economic conditions. Amounts deemed to be uncollectible are reserved or written off against the allowance. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables from customers in the biopharmaceutical, contract research, academic, and governmental sectors. The Company believes its exposure to credit risk is minimal, as the majority of the customers are predominantly well established and viable. Additionally, the Company maintains allowances for potential credit losses. During the fiscal year ended September 30, 2022, one customer related to the RMS segment accounted for 28.2% of total revenue. During the fiscal year ended September 30, 2021, no customer accounted for more than 10% of total revenue. During the fiscal year ended September 30, 2022, one vendor related to the RMS segment accounted for 19.7% of the sum of cost of services and cost of products. During the fiscal year ended September 30, 2021, no vendor accounted for more than 10% of cost of revenues. Refer to Note 1 for further information related to this vendor and the potential impact to the Company’s business. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. Valuation methodologies used for assets and liabilities measured or disclosed at fair value are disclosed in Note 7 – Debt and Note 9 – Post-employment Benefits. |
Inventories | Inventories Inventories consist primarily of research models stock, biomedical products, diets and bedding, and are stated at the lower of cost or net realizable value using the average costing methodology. The determination of net realizable value is assessed using the selling price of the products. Provisions are recorded to reduce the carrying value of inventory determined to be unsalable. |
Property and Equipment | Property and Equipment Property and equipment, net, including improvements that significantly add to productive capacity or extend useful life, are carried at cost and are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Leasehold buildings and improvements are depreciated over the lesser of its estimated useful life or remaining lease term. The cost of normal, recurring, or periodic repairs and maintenance activities related to property and equipment is expensed as incurred. When the Company disposes of property and equipment, it removes the associated cost and accumulated depreciation from the related accounts on its consolidated balance sheet and includes any resulting gain or loss recorded in other (expense) income, net in the accompanying consolidated statements of income. The Company generally depreciates the cost of its property and equipment using the straight-line method over the estimated useful lives of the respective assets as follows: Asset Estimated Useful Lives Land Indefinite Land improvements 5 - 20 Buildings and building improvements 2 - 40 Machinery and equipment 1 - 15 Furniture and fixtures 1 - 11 Computer hardware and software 1 - 10 Vehicles 1 - 5 |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The Company allocates the amounts that it pays for each acquisition to the assets acquired, liabilities assumed and noncontrolling interests based on their fair values at the dates of acquisition, including identifiable intangible assets, which typically represents a significant portion of the purchase price. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of our acquisitions, requires the use of significant judgment with regard to the fair value. We utilize commonly accepted valuation techniques, such as the income, cost and market approaches, as appropriate, in establishing the fair value of intangible assets. Typically, key assumptions include projections of cash flows that arise from identifiable intangible assets of acquired businesses as well as discount rates based on an analysis of the weighted average cost of capital, adjusted for specific risks associated with the assets. Customer relationship intangible assets are the most significant identifiable definite-lived asset acquired. To determine the fair value of the acquired customer relationships, the Company typically utilizes the multiple period excess earnings model (a commonly accepted valuation technique), which relies on the following key assumptions: projections of cash flows from the acquired entities, which includes future revenue growth rates, operating income margins, and customer attrition rates; as well as discount rates based on an analysis of the acquired entities’ weighted average cost of capital. Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed when accounted for using the acquisition method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, utilizing an assessment date of September 30th, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative impairment test. In the quantitative test, the Company compares the fair value of its reporting units to their carrying values. The estimated cash flows used to determine the fair value of the reporting units used in the impairment test requires significant judgment with respect to revenue growth, gross margin, EBITDA margin, and weighted average cost of capital. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units an impairment loss equal to the difference would be recorded. See Note 6 for further discussion related to goodwill impairment charges during the fiscal year ended September 30, 2022. Definite-lived intangible assets are amortized over the pattern in which the economic benefits of the intangible assets are utilized and qualitatively reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. If quantitative determination of recoverability is required, recoverability of assets to be held and used is determined by the Company at the level for which there are identifiable cash flows by comparison of the carrying amount of the assets to future undiscounted net cash flows before interest expense and income taxes expected to be generated by the assets. If the carrying amount exceeds the outcome of the analysis of undiscounted cash flows, impairment is measured through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values. Asset Estimated Useful Lives (in years) Customer relationships 5 - 15 Intellectual property 8 - 9 Non-compete agreements 4 - 5 Other 0 - 20 |
Long-Lived Tangible Assets | Long-lived Tangible Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Long-lived assets to be disposed of are carried at fair value less costs to sell. |
Leases | Leases At the commencement of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases laboratory, manufacturing and production facilities and office space (real estate) and vehicles under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in vehicle leases. The Company’s policy is to not record operating leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. In addition to rent, the leases may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. These adjustments are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from to Lease income is considered contra-expense within operating expenses. |
Pension Costs | Pension Costs As a result of the Envigo acquisition, the Company has a defined benefit pension plan for one of its U.K. subsidiaries. The projected benefit obligation and funded position of the defined benefit plan is estimated by actuaries and the Company recognizes the funded status of its defined benefit plan on its consolidated balance sheets and recognizes gains, losses and prior service costs or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of accumulated other comprehensive income (loss), net of tax. The Company measures plan assets and obligations as of the date of the Company’s year-end consolidated balance sheet, using assumptions to anticipate future events. Additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition assets or obligations are disclosed in the notes to the consolidated financial statements (see Note 9 – Post-employment Benefits). |
Stock-Based Compensation | Stock-Based Compensation The Company may grant stock options, restricted stock and restricted stock units (“RSUs”) to employees and stock options, restricted stock, and RSUs to non-employee directors under stock-based compensation plans. Stock-based compensation is recognized as an expense in the consolidated statements of operations based on the grant date fair value, adjusted for forfeitures when they occur, over the requisite service period. For stock options, restricted stock and RSUs that vest based on service periods, the Company uses the straight-line method to allocate compensation expense to reporting periods. The fair value of stock options granted is calculated using the Black-Scholes option-pricing model Our assumptions are based on historical information and professional 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. |
Fees Invoiced in Advance | Fees Invoiced in Advance Fees invoiced in advance are considered to be contract liabilities. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. |
Income Taxes | Income Taxes The Company uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense. As of November 5, 2021, with the acquisition of Envigo, the Company adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S. income in U.S. taxable income under the Global Intangible Low-Taxed Income provisions as a current period expense when incurred. |
New Accounting Pronouncements | New Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). Amendments in this ASU simplify accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The amendments remove the separation models for convertible debt instruments with cash conversion features and convertible instruments with beneficial conversion features. Consequently, a convertible debt instrument will be accounted for as a single liability at its amortized cost and convertible preferred stock will be accounted for as a single debt or equity instrument measured at its historical cost as long as no other features require bifurcation and recognition as derivatives. The amendments also modify the accounting for certain contracts in an entity's own equity that are currently accounted for as derivatives because of specific settlement provisions. Lastly, the earnings per share ("EPS") calculation is being amended to (i) require entities to use the if-converted method for all convertible instruments and include the effect of potential share settlement; (ii) clarify that the average market price for the period should be used in the computation of the diluted EPS denominator; and (iii) require entities to use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities. In the first fiscal quarter of 2022, the Company adopted ASU 2020-06). As a result of the approval of the increase in authorized shares on November 4, 2021 (see Note 13 – Equity), the Convertible Senior Notes conversion rights met all equity classification criteria in ASC 815. As a result, the derivative liability was remeasured as of November 4, 2021 and reclassified out of long-term liabilities and into additional paid-in capital. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income taxes (“ASU 2019-12”), to reduce the complexity of accounting for income taxes, including providing a model under which an entity can consider recording a deferred tax asset (“DTA”) in certain situations previously prohibited. 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 deferred tax liability (“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’s adoption of this standard in fiscal year 2022 did not have a significant impact on the consolidated financial statements and related disclosures. 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) (“ASU 2021-04”) to clarify and reduce diversity in an entity’s accounting for certain equity transactions affecting the presentation of earnings per share. This update is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is evaluating the potential impact of this standard on the consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of property, plant and equipment | Asset Estimated Useful Lives Land Indefinite Land improvements 5 - 20 Buildings and building improvements 2 - 40 Machinery and equipment 1 - 15 Furniture and fixtures 1 - 11 Computer hardware and software 1 - 10 Vehicles 1 - 5 |
Schedule of estimated useful lives of definite-lived intangible asset | Asset Estimated Useful Lives (in years) Customer relationships 5 - 15 Intellectual property 8 - 9 Non-compete agreements 4 - 5 Other 0 - 20 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
BUSINESS COMBINATIONS | |
Schedule of unaudited pro forma information | Fiscal Year Ended Fiscal Year Ended September 30, 2022 September 30, 2021 Total revenues $ 593,622 $ 454,208 Net (loss) income $ (141,601) $ 10,859 |
HistoTox Labs | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 977 Unbilled revenues 337 Operating lease right of use ("ROU") asset 2,239 Property and equipment 3,929 Intangible assets 8,300 Goodwill 9,339 Accounts payable (150) Accrued expenses (136) Customer advances (207) Operating lease liability (2,239) $ 22,389 |
Bolder BioPATH | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 2,146 Unbilled revenues 1,798 Operating lease ROU asset 2,750 Property and equipment 6,523 Intangible asset 12,700 Other assets 34 Goodwill 36,206 Accounts payable (153) Accrued expenses (243) Deferred revenue (662) Deferred tax liability (4,867) Operating lease liability (2,750) $ 53,482 |
Gateway Pharmacology Laboratories LLC | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Accounts receivable 409 Operating lease ROU asset 120 Property and equipment 359 Intangible asset 100 Other assets 4 Goodwill 2,260 Accounts payable (3) Accrued expenses (72) Deferred tax liability (171) Operating lease liability (120) $ 2,886 |
BioReliance Corporation | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Property and equipment 175 Intangible asset 640 $ 815 |
Plato BioPharma Inc | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 1,027 Trade receivables and contract assets 853 Prepaid expenses and other assets 133 Property and equipment 1,127 Operating lease right-of-use assets, net 2,272 Goodwill 9,279 Intangible assets 4,800 Accounts payable (113) Accrued expenses and other liabilities (343) Operating lease liabilities (2,272) Deferred tax liabilities (1,457) $ 15,306 |
Envigo RMS Holding Corp | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 2,488 Restricted cash 435 Trade receivables and contract assets 43,566 Inventories 40,000 Prepaid expenses and other current assets 17,373 Property and equipment 106,338 Operating lease right-of-use assets, net 13,229 Goodwill 282,768 Intangible assets - customer relationships 251,000 Intangible assets - intellectual property 49,000 Other assets 7,676 Accounts payable (25,832) Accrued expenses and other liabilities (11,665) Fees invoiced in advance (7,047) Current portion on long-term operating lease (4,371) Long-term operating leases, net (8,634) Other liabilities (5,339) Deferred tax liabilities (77,291) Noncontrolling interest 880 $ 674,574 |
Schedule of information related to measurement assumptions | Stock price $ 53.31 Strike price $ 9.93 Volatility 75.93 % Expected term 3.05 Risk-free rate 0.62 % |
Robinson Services, Inc. | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Customer relationship 4,700 Non-compete agreement 300 Supply agreement 200 Goodwill 948 $ 6,148 |
Integrated Laboratory Systems, LLC (ILS) | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 797 Trade receivables, contract assets and other current assets 4,730 Property and equipment 4,436 Operating lease right-of-use assets, net 4,994 Goodwill 25,283 Intangible assets 22,300 Accounts payable (1,165) Accrued expenses and other liabilities (905) Fees invoiced in advance (2,472) Operating lease liabilities (4,554) $ 53,444 |
Orient BioResource Center, Inc | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Cash 5,481 Trade receivables and contract assets 2,025 Inventories 9,400 Prepaid expenses and other current assets 2,609 Property and equipment 8,336 Goodwill 18,624 Intangible assets 13,400 Accounts payable (552) Accrued expenses and other liabilities (285) Fees invoiced in advance (6,548) Deferred tax liabilities (3,216) $ 49,274 |
Protypia, Inc. | |
BUSINESS COMBINATIONS | |
Schedule of purchase price allocation | Preliminary Allocation as of September 30, 2022 Assets acquired and liabilities assumed: Other assets, net 50 Goodwill 3,305 Intangible assets 9,600 Deferred tax liabilities (2,089) $ 10,866 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
Schedule of changes in contract assets and liabilities | Balance at Balance at September 30, September 30, 2022 2021 Contract Assets: Trade receivables $ 88,867 $ 22,838 Contract Assets: Unbilled revenue 17,474 6,194 Contract liabilities: Customer deposits 39,222 — Contract liabilities: Deferred revenue 29,420 26,614 |
Schedule of activity in allowance for credit losses | Fiscal Years Ended September 30, 2022 2021 Opening balance $ 668 $ 561 Acquired 4,406 — Charged to expense 1,220 208 Uncollectible invoices written off (26) (77) Amounts collected — (24) Ending balance $ 6,268 $ 668 |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Schedule of operating segments | Fiscal Year Ended September 30, 2022 Revenue DSA: Service revenue $ 161,113 Product revenue 4,176 RMS: Service revenue 41,865 Product revenue 340,502 $ 547,656 Operating Income (Loss) DSA $ 22,330 RMS (189,346) Unallocated Corporate (96,436) $ (263,452) Interest expense (29,704) Other (expense) income (59,293) (Loss) income before income taxes $ (352,449) Fiscal Year Ended September 30, 2022 Depreciation DSA $ 13,553 RMS 35,771 $ 49,324 Capital expenditures: DSA $ 16,224 RMS 20,076 $ 36,300 Fiscal Year Ended September 30, 2021 Revenue: Service $ 85,832 Product 3,773 $ 89,605 Operating Income (Loss) Service $ 13,986 Product 202 Unallocated corporate (19,806) $ (5,618) Interest expense (1,683) Other income 13,420 Income (loss) before income taxes $ 6,119 Fiscal Year Ended Fiscal Year Ended September 30, September 30, 2021 2021 Identifiable assets: Depreciation and amortization: Services $ 161,805 Services $ 5,320 Products 1,772 Products 34 Unallocated corporate 158,279 Unallocated corporate 914 $ 321,856 $ 6,268 Goodwill, net: Capital expenditures: Services $ 51,927 Services $ 12,241 Products — Products 28 Unallocated corporate — Unallocated corporate 203 $ 51,927 $ 12,472 |
Schedule of Revenue from External Customers by Geographic Areas | Fiscal Years Ended September 30, 2022 United States $ 471,886 Netherlands 42,361 Other 33,409 $ 547,656 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in goodwill | The following table provides a rollforward of the Company’s goodwill for fiscal years ended September 30, 2022 and 2021: Balance as of October 1, 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 Acquisitions - DSA 1 39,531 Acquisitions - RMS 2 302,346 Impairment - RMS 3 (236,005) Foreign exchange impact - RMS 26 Balance as of September 30, 2022 $ 157,825 1 2 3 |
Schedule of intangible assets | September 30, 2022 Carrying Accumulated Carrying Amount, Gross Amortization Amount, Net Customer relationships $ 318,896 $ (26,990) $ 291,906 Intellectual property 56,997 (5,767) 51,230 Non-compete agreements 2,410 (872) 1,538 Other 2,396 (1,184) 1,212 $ 380,699 $ (34,813) $ 345,886 September 30, 2021 Carrying Accumulated Carrying Amount, Gross Amortization Amount, Net Customer relationships $ 23,659 $ (2,462) $ 21,197 Intellectual property 315 (312) 3 Non-compete agreements 2,100 (397) 1,703 Other 2,206 (876) 1,330 $ 28,280 $ (4,047) $ 24,233 |
Schedule of future amortization of intangible assets | RUL 1 (in years) 2023 2024 2025 2026 2027 Thereafter Totals Customer relationships 9.1 $ 28,039 $ 28,039 $ 28,039 $ 27,977 $ 27,792 $ 152,021 $ 291,906 Intellectual property 1.2 6,518 6,517 6,517 6,517 6,517 18,643 51,230 Non-compete agreements 0.0 455 409 400 258 15 — 1,538 Other 0.0 109 109 109 109 109 668 1,212 Total 10.3 $ 35,121 $ 35,074 $ 35,065 $ 34,861 $ 34,433 $ 171,332 $ 345,886 1 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
Schedule of long-term debt | September 30, 2022 September 30, 2021 FIB Term Loans $ — $ 36,185 Seller Note – Bolder BioPath 808 1,500 Seller Note – Smithers Avanza — 280 Seller Note – Preclinical Research Services 615 685 Seller Note – Plato BioPharma 1,470 — Seller Payable - Orient BioResource Center 3,488 — Seller Note – Histion 369 — Seller Note – Protypia 600 — Economic Injury Disaster Loan 140 — Convertible Senior Notes 104,965 131,673 Term Loan Facility, Initial DDTL and Incremental Term Loans 238,200 — 350,655 170,323 Less: Current portion (7,979) (9,656) Less: Debt issue costs not amortized (11,999) (6,458) Total Long-term debt $ 330,677 $ 154,209 |
Schedule of maturities of long-term debt | 2023 2024 2025 2026 2027 Thereafter Total Long-term debt $ 8,192 $ 3,249 $ 3,177 $ 2,553 $ 228,603 $ 140,129 $ 385,903 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
Schedule of supplemental balance sheet information related to trade receivables and contract assets, net | September 30, September 30, 2022 2021 Trade receivables $ 88,867 $ 22,838 Unbilled revenue 17,474 6,194 Total 106,341 29,032 Less: Allowance for credit losses (6,268) (668) Trade receivables and contract assets, net of allowances for credit losses $ 100,073 $ 28,364 |
Schedule of supplemental balance sheet information related to inventories | September 30, September 30, 2022 2021 Raw materials $ 1,757 $ 513 Work in progress 186 37 Finished goods 4,933 192 Research Model Inventory 68,055 — Total 74,931 742 Less: Obsolescence reserve (3,490) (140) Inventories, net $ 71,441 $ 602 |
Schedule of supplemental balance sheet information related to the composition of prepaid expenses and other current assets | September 30, September 30, 2022 2021 Advances to suppliers $ 30,292 $ — Income tax receivable 366 — Prepaid research models 3,575 1,931 Other 8,250 1,198 Prepaid expenses and other current assets $ 42,483 $ 3,129 |
Schedule of supplemental balance sheet information related to other assets | September 30, September 30, 2022 2021 Long-term advances to suppliers $ 2,894 $ — Finance lease right-of-use assets, net 79 60 Debt issuance costs - revolving credit facility 1,411 — Funded status of defined benefit plan 1,573 — Other 1,567 281 Other assets $ 7,524 $ 341 |
Schedule of composition of property and equipment, net | September 30, September 30, 2022 2021 Land and land improvements $ 20,025 $ 2,276 Buildings and building improvements 110,572 40,169 Machinery and equipment 68,628 36,743 Furniture and fixtures 1,905 1,338 Construction in progress 40,519 3,725 Total Cost 241,649 84,251 Accumulated depreciation (55,450) (36,273) $ 186,199 $ 47,978 |
Schedule of accrued expenses | September 30, September 30, 2022 2021 Accrued compensation $ 17,460 $ 3,528 Non-income taxes 1,200 18 Accrued interest 5,228 169 Other 11,913 366 Consideration payable — 4,887 Accrued expenses and other liabilities $ 35,801 $ 8,968 |
Schedule of fees invoiced in advance | September 30, September 30, 2022 2021 Customer deposits $ 39,222 $ — Deferred revenue 29,420 26,614 Fees invoiced in advance $ 68,642 $ 26,614 |
POST EMPLOYMENT BENEFITS (Table
POST EMPLOYMENT BENEFITS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
POST EMPLOYMENT BENEFITS | |
Schedule of changes in the benefit obligation funded status of the Company's defined benefit plans and amounts reflected in the Company's consolidated balance sheets | Fiscal Year Ended September 30, 2022 Accumulated benefit obligation: $ 12,812 Change in projected benefit obligation: Projected benefit obligation, acquisition date $ 24,302 Service cost - Interest cost 381 Contributions by plan participants - Benefits paid (595) Foreign currency translation adjustment (3,370) Actuarial (gains) losses (7,906) Projected benefit obligation at end of period 12,812 Change in fair value of plan assets: Fair value of plan assets, acquisition date $ 21,269 Actual loss on plan assets (3,948) Employer contributions 1,059 Foreign currency translation adjustment (3,400) Benefits paid (595) Fair value of plan assets, end of period 14,385 Funded status $ 1,573 |
Schedule of components of net periodic benefit costs | Fiscal Year Ended September 30, 2022 Components of net periodic benefit expense: Service cost $ - Interest cost 381 Expected return on assets (744) Net periodic benefit cost $ (362) |
Schedule of major assumptions used in determining the net periodic benefit costs | Fiscal Year Ended September 30, 2022 Discount rate 1.85 % Expected return on plan assets 4.01 % Fiscal Year Ended September 30, 2022 Discount rate 5.33 % Rate of compensation increases - |
Schedule of plan assets distribution | Fiscal Year Ended September 30, Cash 24.90 % Equity securities 6.20 Debt securities 49.50 Real estate mutual fund 5.90 Other 13.50 Total 100.00 % |
Schedule of fair value of total plan assets by asset category | Fair value as of Fair Value Measurements at Reporting Date Using: September 30, 2022 Level 1 Level 2 Level 3 Cash $ 409 $ 409 $ - $ - Fixed income securities: Investment grade corporate bonds 4,408 - 4,408 - Other types of investments: Multi-asset fund 9,568 9,568 Total $ 14,385 $ 409 $ 13,976 $ - |
Schedule of estimated pension benefit payments expected to be paid in cash in each of the next five years and in the aggregate for the following five years thereafter | 2023 2024 2025 2026 2027 Thereafter Total Projected Benefit Payments $ 632 $ 717 $ 603 $ 718 $ 898 $ 3,780 $ 7,348 |
OTHER OPERATING EXPENSE (Tables
OTHER OPERATING EXPENSE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
OTHER OPERATING EXPENSE | |
Schedule of other operating expense | Fiscal Year Ended September 30, 2022 2021 Acquisition and integration costs $ 16,120 $ 5,377 Restructuring costs 1 8,564 — Startup costs 5,687 1,477 Other costs 1,300 405 Acquisition-related stock compensation costs 2 23,014 — $ 54,685 $ 7,259 1 Restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland facilities. See Note 11 – Restructuring for additional information. 2 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
Summary of right-of-use lease assets and lease liabilities that are reported in the Company's condensed consolidated balance sheets | September 30, 2022 September 30, 2021 Operating ROU assets, net $ 32,489 $ 8,358 Current portion of operating lease liabilities 7,982 1,959 Long-term operating lease liabilities 24,854 6,554 Total operating lease liabilities $ 32,836 $ 8,513 Finance ROU assets, net $ 79 $ 60 Current portion of finance lease liabilities 43 24 Long-term finance lease liabilities 41 39 Total finance lease liabilities $ 84 $ 63 |
Summary of components of lease expense | Fiscal Year Ended September 30, 2022 2021 Operating lease costs: Fixed operating lease costs $ 9,415 $ 1464 Short-term lease costs 108 76 Lease income (2,067) (657) Finance lease costs: Amortization of ROU asset expense 35 103 Interest on finance lease liability 4 184 Total lease cost $ 7,495 $ 1,170 |
Summary of supplemental cash flow information related to leases | Fiscal Year Ended September 30, 2022 2021 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,540 $ 1,389 Operating cash flows from finance leases 33 184 Finance cash flows from finance leases 4 286 Non-cash lease activity: ROU assets obtained in exchange for new operating lease liabilities $ 31,697 $ 6,285 Right-of-use assets obtained in exchange for new finance lease liabilities 69 17 |
Summary of weighted average remaining lease term and discount rate | Fiscal Years Ended September 30, 2022 2021 Weighted-average remaining lease term (in years) Operating lease 5.58 4.66 Finance lease 2.30 3.25 Weighted-average discount rate (in percentages) Operating lease 6.90 % 4.45 % Finance lease 4.86 % 4.86 % |
Summary of maturities of operating lease liabilities for each of the following five years and a total thereafter | Operating Leases Finance Leases 2023 $ 8,941 $ 43 2024 7,643 31 2025 6,629 12 2026 5,407 2 2027 3,491 — Thereafter 8,269 — Total minimum future lease payments 40,380 88 Less interest (7,544) (4) Total lease liability 32,836 84 |
Summary of maturities of finance lease liabilities for each of the following five years and a total thereafter | As of September 30, 2022, 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 2023 $ 8,941 $ 43 2024 7,643 31 2025 6,629 12 2026 5,407 2 2027 3,491 — Thereafter 8,269 — Total minimum future lease payments 40,380 88 Less interest (7,544) (4) Total lease liability 32,836 84 |
STOCKHOLDERS EQUITY AND (LOSS_2
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |
Schedule of computation of basic and diluted net (loss) income per share | Fiscal Years Ended September 30, 2022 2021 Basic and diluted net (loss) income per share: Net (loss) income applicable to common shareholders $ (337,018) $ 10,895 Weighted average common shares outstanding (in thousands) Basic 24,354 13,191 Diluted 24,354 13,865 Basic net (loss) income per share $ (13.84) $ 0.83 Diluted net loss per share $ (13.84) $ 0.19 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | |
Schedule of stock-based compensation | Fiscal Years Ended September 30, 2022 2021 General and administrative $ 5,960 $ 1,786 Other operating expense 23,014 - Stock-based compensation, before income taxes 28,974 1,786 Provision for income taxes (5,123) (1,161) Stock-based compensation, net of income taxes $ 23,851 $ 625 |
Schedule of weighted-average assumptions used to compute the fair value of the options granted | 2022 2021 Risk-free interest rate 1.24 % 0.93 % Dividend yield — % — % Volatility of the expected market price of the Company’s common shares 76.62 % 70.30 % Expected life of the options (years) 3.24 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, 2022, is as follows (in thousands, except for share prices): Weighted- Weighted- Average Average Remaining Aggregate Options Exercise Contractual Intrinsic (shares) Price Life Value Outstanding as of September 30, 2021 831 $ 9.82 $ Granted 1,258 14.24 Exercised (62) 1.90 Canceled (78) 19.22 Outstanding as of September 30, 2022 1,949 $ 12.54 7.35 $ 12,655 Exercisable as of September 30, 2022 1,327 $ 8.54 6.52 $ 11,568 Expected to vest as of September 30, 2022 622 $ 21.06 9.14 $ 1,087 |
Schedule of restricted share activity | A summary of the Company’s restricted share activity for the year ended September 30, 2022 is as follows (in thousands, except for share prices): Weighted- Average Restricted Grant Date Shares Fair Value Outstanding – September 30, 2021 237 $ 7.96 Granted 41 $ 29.49 Vested (121) $ 5.19 Forfeited (8) $ 8.12 Outstanding – September 30, 2022 149 $ 16.09 |
Schedule of restricted stock units activity | A summary of the Company’s restricted stock units for the year ended September 30, 2022 is as follows (in thousands, except for share prices): Weighted- Average Restricted Grant Date Stock Units Fair Value Outstanding – September 30, 2021 — $ — Granted 551 $ 23.82 Outstanding – September 30, 2022 551 $ 23.82 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Summary of components of loss (income) before income taxes | 2022 2021 (Loss) income before income taxes: U.S. $ (338,565) $ 6,119 Non-U.S. (13,884) — Total (loss) income before income taxes $ (352,449) $ 6,119 |
Schedule of deferred tax assets and liabilities | As of September 30, 2022 2021 Deferred tax assets: Inventory $ 1,461 $ 117 Allowance for credit losses 1,288 — Accrued compensation and vacation 2,574 224 Accrued expenses and other 608 — Domestic net operating loss carryforwards 8,837 5,277 Foreign net operating loss carryforwards 8,276 — Foreign tax credit carryforwards 769 — Unrealized foreign exchange 1,191 — Goodwill — 138 Stock compensation expense 2,999 501 Business Interest Limitation 3,137 226 Leases 130 94 Total deferred tax assets 31,270 6,577 Deferred tax liabilities: Prepaid expenses (483) (126) Accrued expenses and other — (926) Accreted interest on convertible debt (8,586) — Basis difference for property and equipment (12,300) (2,077) Basis difference for intangible assets (76,307) (2,841) Goodwill (267) — Total deferred tax liabilities (97,943) (5,970) Total net deferred tax assets (liabilities) (66,673) 607 Valuation allowance for net deferred tax assets (10,354) (951) Net deferred tax asset (liabilities) $ (77,027) $ (344) |
Schedule of components of the provision (benefit) for income taxes | 2022 2021 Current: Federal $ 61 $ — State and local 496 7 Foreign 1,674 Deferred: Federal (12,494) (3,902) State and local (4,911) (881) Foreign (13) Income tax (benefit) $ (15,187) $ (4,776) |
Schedule of effective income tax rate reconciliation | Fiscal Years Ended 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % Increases (decreases): State and local income taxes, net of Federal tax benefit, if applicable 2.6 % 0.1 % Change in Tax Rates 0.6 % % Loss on Fair Value Remeasument of Embedded Derivative (2.9) % % Nondeductible Compensation (1.0) % % Other nondeductible expenses (0.2) % (24.3) % Goodwill (16.4) % 3.3 % Disregarded entities 0.6 % % Foreign rate differential (0.4) % % Valuation allowance changes from activity 0.1 % 3.3 % Valuation allowance changes from acquisitions 0.3 % (81.4) % Effective income tax rate 4.3 % (78.0) % |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details) $ in Thousands | 12 Months Ended | ||
Nov. 16, 2022 item | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
REVENUE RECOGNITION | |||
Revenues | $ 547,656 | $ 89,605 | |
Cash and cash equivalents | 18,515 | $ 138,924 | |
Subsequent events. | |||
REVENUE RECOGNITION | |||
Number of Cambodian government officials criminally charged | item | 2 | ||
Number of imports made illegally | item | 7 | ||
Cambodian NHP Vendor | |||
REVENUE RECOGNITION | |||
Revenues | $ 140,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 USD ($) customer item segment | Sep. 30, 2021 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Foreign exchange losses | $ | $ 1,907 | $ 0 |
Number of reportable segments | segment | 2 | |
Restricted cash | $ | $ 465 | $ 18,000 |
Renewal option, operating lease | true | |
Renewal option, finance lease | true | |
Number of revenue streams | item | 2 | |
Period of notice for termination of fee-for-service contracts | 30 days | |
Total revenue | One customer | Customer concentration risk | Research Models And Services Segment (RMS) | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Number of Customers | customer | 1 | |
Concentration of risk percentage | 28.20% | |
Cost of revenues | One vendor | Vendor concentration risk | Research Models And Services Segment (RMS) | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Concentration of risk percentage | 19.70% | |
Number of vendors | customer | 1 | |
Minimum | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Operating lease, extension term of real estate leases | 1 year | |
Finance lease, extension term of real estate leases | 1 year | |
Maximum | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Operating lease, extension term of real estate leases | 5 years | |
Finance lease, extension term of real estate leases | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Land improvements | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 5 years |
Land improvements | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 20 years |
Buildings and building improvements | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 2 years |
Buildings and building improvements | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 40 years |
Machinery and equipment | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 1 year |
Machinery and equipment | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 15 years |
Furniture and fixtures | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 1 year |
Furniture and fixtures | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 11 years |
Computer hardware and software | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 1 year |
Computer hardware and software | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 10 years |
Vehicles | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 1 year |
Vehicles | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Useful life of property, plant and equipment | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Customer relationships | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 5 years |
Customer relationships | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 15 years |
Intellectual property | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 8 years |
Intellectual property | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 9 years |
Non-compete agreements | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 4 years |
Non-compete agreements | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 5 years |
Other | Minimum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 0 years |
Other | Maximum | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Estimated Useful Lives | 20 years |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 03, 2021 |
HistoTox Labs | ||
Assets acquired and liabilities assumed: | ||
Trade receivables and contract assets | $ 977 | |
Unbilled receivables | 337 | |
Operating lease right of use ("ROU") asset | 2,239 | |
Property and equipment | 3,929 | |
Intangible assets | 8,300 | |
Goodwill | 9,339 | |
Accounts payable | (150) | |
Accrued expenses | (136) | |
Customer advances | (207) | |
Current portion on long-term operating lease | (2,239) | |
Total | 22,389 | |
Bolder BioPATH | ||
Assets acquired and liabilities assumed: | ||
Cash. | $ 500 | |
Trade receivables and contract assets | 2,146 | |
Unbilled receivables | 1,798 | |
Operating lease right of use ("ROU") asset | 2,750 | |
Property and equipment | 6,523 | |
Intangible assets | 12,700 | |
Other assets | 34 | |
Goodwill | 36,206 | |
Accounts payable | (153) | |
Accrued expenses | (243) | |
Deferred revenue | (662) | |
Deferred tax liabilities | (4,867) | |
Current portion on long-term operating lease | (2,750) | |
Total | 53,482 | |
Gateway Pharmacology Laboratories LLC | ||
Assets acquired and liabilities assumed: | ||
Trade receivables and contract assets | 409 | |
Operating lease right of use ("ROU") asset | 120 | |
Property and equipment | 359 | |
Intangible assets | 100 | |
Other assets | 4 | |
Goodwill | 2,260 | |
Accounts payable | (3) | |
Accrued expenses | (72) | |
Deferred tax liabilities | (171) | |
Current portion on long-term operating lease | (120) | |
Total | 2,886 | |
BioReliance Corporation | ||
Assets acquired and liabilities assumed: | ||
Property and equipment | 175 | |
Intangible assets | 640 | |
Total | 815 | |
Plato BioPharma Inc | ||
Assets acquired and liabilities assumed: | ||
Cash. | 1,027 | |
Trade receivables and contract assets | 853 | |
Prepaid expenses and other current assets | 133 | |
Operating lease right of use ("ROU") asset | 2,272 | |
Property and equipment | 1,127 | |
Intangible assets | 4,800 | |
Goodwill | 9,279 | |
Accounts payable | (113) | |
Deferred tax liabilities | (1,457) | |
Accrued expenses and other liabilities | (343) | |
Long-term operating leases, net | (2,272) | |
Total | 15,306 | |
Envigo RMS Holding Corp | ||
Assets acquired and liabilities assumed: | ||
Cash. | 2,488 | |
Restricted cash | 435 | |
Trade receivables and contract assets | 43,566 | |
Inventories | 40,000 | |
Prepaid expenses and other current assets | 17,373 | |
Operating lease right of use ("ROU") asset | 13,229 | |
Property and equipment | 106,338 | |
Other assets | 7,676 | |
Goodwill | 282,768 | |
Accounts payable | (25,832) | |
Deferred tax liabilities | (77,291) | |
Fees invoiced in advance | (7,047) | |
Other liabilities | (5,339) | |
Current portion on long-term operating lease | (4,371) | |
Accrued expenses and other liabilities | (11,665) | |
Long-term operating leases, net | (8,634) | |
Noncontrolling interest | 880 | |
Total | 674,574 | |
Robinson Services, Inc. | ||
Assets acquired and liabilities assumed: | ||
Customer relationship | 4,700 | |
Non-complete agreement | 300 | |
Supply agreement | 200 | |
Goodwill | 948 | |
Total | 6,148 | |
Integrated Laboratory Systems, LLC (ILS) | ||
Assets acquired and liabilities assumed: | ||
Cash. | 797 | |
Trade receivables and contract assets | 4,730 | |
Operating lease right of use ("ROU") asset | 4,994 | |
Property and equipment | 4,436 | |
Intangible assets | 22,300 | |
Goodwill | 25,283 | |
Accounts payable | (1,165) | |
Fees invoiced in advance | (2,472) | |
Accrued expenses and other liabilities | (905) | |
Long-term operating leases, net | (4,554) | |
Total | 53,444 | |
Orient BioResource Center, Inc | ||
Assets acquired and liabilities assumed: | ||
Cash. | 5,481 | |
Trade receivables and contract assets | 2,025 | |
Inventories | 9,400 | |
Prepaid expenses and other current assets | 2,609 | |
Property and equipment | 8,336 | |
Intangible assets | 13,400 | |
Goodwill | 18,624 | |
Accounts payable | (552) | |
Deferred tax liabilities | (3,216) | |
Fees invoiced in advance | (6,548) | |
Accrued expenses and other liabilities | (285) | |
Total | 49,274 | |
Protypia, Inc. | ||
Assets acquired and liabilities assumed: | ||
Intangible assets | 9,600 | |
Other assets | 50 | |
Goodwill | 3,305 | |
Deferred tax liabilities | (2,089) | |
Total | $ 10,866 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||
Jul. 07, 2022 USD ($) shares | Apr. 25, 2022 USD ($) shares | Jan. 27, 2022 USD ($) shares | Jan. 10, 2022 USD ($) shares | Dec. 29, 2021 USD ($) shares | Nov. 05, 2021 USD ($) $ / shares shares | Oct. 04, 2021 USD ($) shares | Aug. 02, 2021 USD ($) shares | Jul. 09, 2021 USD ($) | May 03, 2021 USD ($) shares | Apr. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment $ / shares | Sep. 30, 2021 USD ($) $ / shares | |
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 297,712 | $ 41,590 | |||||||||||
Revenue | 547,656 | 89,605 | |||||||||||
Net income (loss) | $ (337,018) | $ 10,895 | |||||||||||
Principal assumptions | |||||||||||||
Strike price | $ / shares | $ 32.56 | $ 13.90 | |||||||||||
Volatility | 76.62% | 70.30% | |||||||||||
Expected term | 3 years 2 months 26 days | 5 years 11 months 12 days | |||||||||||
Risk-free rate | 1.24% | 0.93% | |||||||||||
HistoTox Labs | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 22,389 | ||||||||||||
Adjustments for net working capital | $ 68 | ||||||||||||
Transaction costs | $ 576 | ||||||||||||
Intangible assets | $ 8,300 | ||||||||||||
Goodwill deductible for tax purposes | $ 11,014 | ||||||||||||
Weighted-average estimated useful life | 7 years 4 months 24 days | ||||||||||||
HistoTox Labs and Bolder BioPATH combined | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Number of operating segments | segment | 1 | ||||||||||||
Revenue | $ 35,021 | 11,343 | |||||||||||
Net income (loss) | 2,953 | 2,017 | |||||||||||
Bolder BioPATH | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 17,530 | ||||||||||||
Adjustments for net working capital | 970 | ||||||||||||
Cash and equivalents assumed | 500 | ||||||||||||
Reduction of seller note as part of acquisition | 470 | ||||||||||||
Escrowed amount | $ 1,250 | ||||||||||||
Shares issued | shares | 1,588,235 | ||||||||||||
Common shares value | $ 34,452 | ||||||||||||
Transaction costs | 584 | ||||||||||||
Intangible assets | 12,700 | ||||||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||||||
Bolder BioPATH | Promissory Note | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Principal amount | $ 1,500 | ||||||||||||
Annual interest rate | 4.50% | ||||||||||||
Bolder BioPATH | Customer Relationships | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Weighted-average estimated useful life | 8 years | ||||||||||||
Gateway Pharmacology Laboratories LLC | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 1,704 | ||||||||||||
Shares issued | shares | 45,323 | ||||||||||||
Common shares value | $ 1,182 | ||||||||||||
Transaction costs | $ 93 | ||||||||||||
Intangible assets | $ 100 | ||||||||||||
Goodwill deductible for tax purposes | 0 | ||||||||||||
BioReliance Corporation | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 175 | ||||||||||||
Percentage of net sales from services to existing customers | 10% | 10% | |||||||||||
Intangible assets | 640 | ||||||||||||
Contingent consideration | $ 175 | ||||||||||||
Contingent consideration | 537 | 640 | |||||||||||
Plato BioPharma Inc | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 10,530 | ||||||||||||
Cash and equivalents assumed | 1,027 | ||||||||||||
Shares issued | shares | 57,587 | ||||||||||||
Common shares value | $ 1,776 | ||||||||||||
Principal amount | $ 3,000 | ||||||||||||
Intangible assets | $ 4,800 | ||||||||||||
Plato BioPharma Inc | Customer Relationships | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Weighted-average estimated useful life | 8 years | ||||||||||||
Envigo RMS Holding Corp | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 217,808 | ||||||||||||
Cash and equivalents assumed | $ 2,488 | ||||||||||||
Shares issued | shares | 8,245,918 | ||||||||||||
Common shares value | $ 439,590 | ||||||||||||
Shares issuable upon the exercise of stock option | shares | 790,620 | ||||||||||||
Exercisable weighted-average exercise price (in dollars per share) | $ / shares | $ 9.93 | ||||||||||||
Share Price | $ / shares | $ 44.80 | ||||||||||||
Total value of options | $ 35,418 | ||||||||||||
Value of options excluded from purchase price | 18,242 | ||||||||||||
Vested stock options reflected as purchase consideration | 17,176 | ||||||||||||
Transaction costs | 7,700 | $ 4,124 | |||||||||||
Goodwill deductible for tax purposes | 50,428 | ||||||||||||
Revenue | 346,641 | ||||||||||||
Net income (loss) | 2,222 | (196,919) | |||||||||||
Unrecognized tax benefit | $ 1,861 | ||||||||||||
Principal assumptions | |||||||||||||
Stock price | $ / shares | $ 53.31 | ||||||||||||
Strike price | $ / shares | $ 9.93 | ||||||||||||
Volatility | 75.93% | ||||||||||||
Expected term | 3 years 18 days | ||||||||||||
Risk-free rate | 0.62% | ||||||||||||
Envigo RMS Holding Corp | Customer Relationships | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Intangible assets | $ 251,000 | ||||||||||||
Weighted-average estimated useful life | 12 years 6 months | ||||||||||||
Envigo RMS Holding Corp | Intellectual property | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Intangible assets | $ 49,000 | ||||||||||||
Weighted-average estimated useful life | 8 years 9 months 18 days | ||||||||||||
Robinson Services, Inc. | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 3,250 | ||||||||||||
Shares issued | shares | 70,633 | ||||||||||||
Common shares value | $ 2,898 | ||||||||||||
Robinson Services, Inc. | Customer Relationships | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Weighted-average estimated useful life | 7 years 6 months | ||||||||||||
Integrated Laboratory Systems, LLC (ILS) | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 38,993 | ||||||||||||
Cash and equivalents assumed | $ 797 | ||||||||||||
Escrowed amount | $ 3,800 | ||||||||||||
Shares issued | shares | 429,118 | ||||||||||||
Common shares value | $ 14,466 | ||||||||||||
Settlement of a preexisting relationship | $ (15) | ||||||||||||
Intangible assets | 22,300 | ||||||||||||
Revenue | 16,881 | ||||||||||||
Net income (loss) | $ 1,075 | ||||||||||||
Integrated Laboratory Systems, LLC (ILS) | Customer Relationships | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Weighted-average estimated useful life | 9 years | ||||||||||||
Orient BioResource Center, Inc | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 26,522 | ||||||||||||
Cash and equivalents assumed | $ 5,481 | ||||||||||||
Shares issued | shares | 677,339 | ||||||||||||
Common shares value | $ 18,410 | ||||||||||||
Settlement of a preexisting relationship | $ 1,017 | ||||||||||||
Period for payment of consideration | 18 months | ||||||||||||
Liabilities incurred | $ 3,325 | ||||||||||||
Gain or loss on settlement | $ 0 | ||||||||||||
Intangible assets | 13,400 | ||||||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||||||
Weighted-average estimated useful life | 10 years 1 month 6 days | ||||||||||||
Revenue | $ 35,726 | ||||||||||||
Net income (loss) | 5,808 | ||||||||||||
Histion LLC Acquisition | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 950 | ||||||||||||
Shares issued | shares | 17,618 | ||||||||||||
Common shares value | $ 364 | ||||||||||||
Principal amount | $ 433 | ||||||||||||
Protypia, Inc. | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Consideration in cash | $ 9,460 | ||||||||||||
Shares issued | shares | 74,997 | ||||||||||||
Common shares value | $ 806 | ||||||||||||
Principal amount | $ 600 | ||||||||||||
Intangible assets | 9,600 | ||||||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||||||
Protypia, Inc. | Intellectual property | |||||||||||||
BUSINESS COMBINATIONS | |||||||||||||
Weighted-average estimated useful life | 8 years 4 months 24 days |
BUSINESS COMBINATIONS - Unaudit
BUSINESS COMBINATIONS - Unaudited pro forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
BUSINESS COMBINATIONS | ||
Additional amortization of intangible assets and depreciation of fixed assets | $ 12,735,000 | |
Total revenues | $ 593,622 | 454,208 |
Net (loss) income | $ (141,601) | $ 10,859 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Contract assets | ||
Trade receivables | $ 88,867 | $ 22,838 |
Unbilled revenue | 17,474 | 6,194 |
Contract liabilities | ||
Customer deposits | 39,222 | 0 |
Deferred revenue | $ 29,420 | $ 26,614 |
Percentage of revenue billed from unbilled revenue | 84% | |
Percentage of contract liabilities recognized as revenue | 81% |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Allowance for doubtful accounts, rollforward | ||
Allowance for credit losses | $ 6,268 | $ 668 |
Opening balance | 668 | 561 |
Acquired | 4,406 | |
Charged to expense | 1,220 | 208 |
Uncollectible invoices written off | (26) | (77) |
Amounts collected | (24) | |
Ending balance | $ 6,268 | $ 668 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION - Operating Segments Revenue and Operating Income (Loss) (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
SEGMENT INFORMATION | ||
Number of segments | segment | 2 | |
Revenue | $ 547,656 | $ 89,605 |
Operating Income (Loss) | (263,452) | (5,618) |
Interest expense | (29,704) | (1,683) |
Other (expense) income | (59,293) | 13,420 |
(Loss) income before income taxes | (352,449) | 6,119 |
Service | ||
SEGMENT INFORMATION | ||
Revenue | 202,978 | 85,832 |
Product | ||
SEGMENT INFORMATION | ||
Revenue | 344,678 | 3,773 |
Intersegment | ||
SEGMENT INFORMATION | ||
Revenue | 7,250 | |
Discovery and Safety Assessment Segment (DSA) | ||
SEGMENT INFORMATION | ||
Operating Income (Loss) | 22,330 | |
Discovery and Safety Assessment Segment (DSA) | Service | ||
SEGMENT INFORMATION | ||
Revenue | 161,113 | |
Discovery and Safety Assessment Segment (DSA) | Product | ||
SEGMENT INFORMATION | ||
Revenue | 4,176 | |
Research Models And Services Segment (RMS) | ||
SEGMENT INFORMATION | ||
Operating Income (Loss) | (189,346) | |
Research Models And Services Segment (RMS) | Service | ||
SEGMENT INFORMATION | ||
Revenue | 41,865 | |
Research Models And Services Segment (RMS) | Product | ||
SEGMENT INFORMATION | ||
Revenue | 340,502 | |
Services Segment | ||
SEGMENT INFORMATION | ||
Revenue | 85,832 | |
Operating Income (Loss) | 13,986 | |
Products Segment | ||
SEGMENT INFORMATION | ||
Revenue | 3,773 | |
Operating Income (Loss) | 202 | |
Unallocated Corporate Segment | ||
SEGMENT INFORMATION | ||
Operating Income (Loss) | $ (96,436) | $ (19,806) |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION - Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SEGMENT INFORMATION | ||
Identifiable assets: | $ 962,900 | $ 321,856 |
Goodwill, net: | 157,825 | 51,927 |
Depreciation and amortization: | 49,324 | 6,268 |
Capital expenditures: | 36,300 | 12,472 |
Services Segment | ||
SEGMENT INFORMATION | ||
Identifiable assets: | 161,805 | |
Goodwill, net: | 51,927 | |
Depreciation and amortization: | 5,320 | |
Capital expenditures: | 12,241 | |
Products Segment | ||
SEGMENT INFORMATION | ||
Identifiable assets: | 1,772 | |
Depreciation and amortization: | 34 | |
Capital expenditures: | 28 | |
Unallocated Corporate Segment | ||
SEGMENT INFORMATION | ||
Identifiable assets: | 158,279 | |
Depreciation and amortization: | 914 | |
Capital expenditures: | $ 203 | |
Discovery and Safety Assessment Segment (DSA) | ||
SEGMENT INFORMATION | ||
Identifiable assets: | 280,308 | |
Depreciation and amortization: | 13,553 | |
Capital expenditures: | 16,224 | |
Research Models And Services Segment (RMS) | ||
SEGMENT INFORMATION | ||
Identifiable assets: | 682,592 | |
Depreciation and amortization: | 35,771 | |
Capital expenditures: | $ 20,076 |
SEGMENT AND GEOGRAPHIC INFORM_5
SEGMENT AND GEOGRAPHIC INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SEGMENT INFORMATION | ||
Revenues | $ 547,656 | $ 89,605 |
Long-Lived Assets | 186,199 | |
Other North America | ||
SEGMENT INFORMATION | ||
Revenues | 143 | |
Pacific Rim | ||
SEGMENT INFORMATION | ||
Revenues | 2,040 | |
Europe | ||
SEGMENT INFORMATION | ||
Revenues | 1,795 | |
Other [Member] | ||
SEGMENT INFORMATION | ||
Revenues | 355 | |
United States | ||
SEGMENT INFORMATION | ||
Revenues | 471,886 | $ 85,272 |
Long-Lived Assets | 173,417 | |
Netherlands | ||
SEGMENT INFORMATION | ||
Revenues | 42,361 | |
Long-Lived Assets | 5,824 | |
Other than US and Netherland | ||
SEGMENT INFORMATION | ||
Revenues | 33,409 | |
Long-Lived Assets | $ 6,958 |
SEGMENT AND GEOGRAPHIC INFORM_6
SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |||
Non-cash amortization of inventory fair value step-up | $ 10,246 | $ 0 | |
Goodwill impairment loss | $ 236,005 | 236,005 | 0 |
Stock based compensation expense, non-cash | 24,202 | 1,786 | |
Gain (loss) on fair value remeasurement | $ (56,714) | $ 8,362 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill | |||
Gross carrying amount, beginning balance | $ 51,927 | $ 4,368 | |
Gross carrying amount, ending balance | 51,927 | ||
Impairment | $ (236,005) | (236,005) | 0 |
Goodwill, net: | 157,825 | 157,825 | 51,927 |
DSA | |||
Goodwill | |||
Acquisition during the period | 39,531 | ||
RMS | |||
Goodwill | |||
Acquisition during the period | 302,346 | ||
Accumulated impairment loss before foreign exchange | (236,005) | (236,005) | |
Accumulated impairment loss on foreign exchange | 152 | 152 | |
Accumulated impairment loss after deducting foreign exchange | $ (235,853) | (235,853) | |
Foreign Exchange | $ 26 | ||
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 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, net by major class (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Finite-Lived intangible assets | ||
Carrying Amount, Gross | $ 380,699 | $ 28,280 |
Accumulated Amortization | (34,813) | (4,047) |
Totals | 345,886 | 24,233 |
Customer relationships | ||
Finite-Lived intangible assets | ||
Carrying Amount, Gross | 318,896 | 23,659 |
Accumulated Amortization | (26,990) | (2,462) |
Totals | 291,906 | 21,197 |
Intellectual property | ||
Finite-Lived intangible assets | ||
Carrying Amount, Gross | 56,997 | 315 |
Accumulated Amortization | (5,767) | (312) |
Totals | 51,230 | 3 |
Non-compete agreements | ||
Finite-Lived intangible assets | ||
Carrying Amount, Gross | 2,410 | 2,100 |
Accumulated Amortization | (872) | (397) |
Totals | 1,538 | 1,703 |
Other | ||
Finite-Lived intangible assets | ||
Carrying Amount, Gross | 2,396 | 2,206 |
Accumulated Amortization | (1,184) | (876) |
Totals | $ 1,212 | $ 1,330 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Amortization of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived intangible assets | ||
Amortization | $ 30,888 | $ 1,768 |
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
2023 | 35,121 | |
2024 | 35,074 | |
2025 | 35,065 | |
2026 | 34,861 | |
2027 | 34,433 | |
Thereafter | 171,332 | |
Totals | $ 345,886 | 24,233 |
Weighted Average | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
RUL (in years) | 10 years 3 months 18 days | |
Customer relationships | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
2023 | $ 28,039 | |
2024 | 28,039 | |
2025 | 28,039 | |
2026 | 27,977 | |
2027 | 27,792 | |
Thereafter | 152,021 | |
Totals | $ 291,906 | 21,197 |
Customer relationships | Weighted Average | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
RUL (in years) | 9 years 1 month 6 days | |
Intellectual property | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
2023 | $ 6,518 | |
2024 | 6,517 | |
2025 | 6,517 | |
2026 | 6,517 | |
2027 | 6,517 | |
Thereafter | 18,643 | |
Totals | $ 51,230 | 3 |
Intellectual property | Weighted Average | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
RUL (in years) | 1 year 2 months 12 days | |
Non-compete agreements | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
2023 | $ 455 | |
2024 | 409 | |
2025 | 400 | |
2026 | 258 | |
2027 | 15 | |
Totals | $ 1,538 | 1,703 |
Non-compete agreements | Weighted Average | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
RUL (in years) | 0 years | |
Other | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
2023 | $ 109 | |
2024 | 109 | |
2025 | 109 | |
2026 | 109 | |
2027 | 109 | |
Thereafter | 668 | |
Totals | $ 1,212 | $ 1,330 |
Other | Weighted Average | ||
Estimated amortization expense for intangible assets for each of the next five fiscal years is expected to be as follows | ||
RUL (in years) | 0 years |
DEBT (Details)
DEBT (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||
Jan. 27, 2022 USD ($) | Jan. 07, 2022 USD ($) | Nov. 05, 2021 USD ($) | Nov. 04, 2021 USD ($) | Sep. 27, 2021 USD ($) D $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jul. 07, 2022 USD ($) | Apr. 25, 2022 USD ($) | Nov. 03, 2021 USD ($) | Oct. 04, 2021 USD ($) | |
DEBT | |||||||||||
Gain (loss) on extinguishment of debt | $ (877) | $ 0 | |||||||||
Long-term debt | 350,655 | 170,323 | |||||||||
Gain (loss) on fair value remeasurement | (56,714) | 8,362 | |||||||||
Unamortized debt issuance costs | 5,060 | 5,909 | |||||||||
Interest expense | 10,624 | ||||||||||
Coupon interest expense | 4,613 | ||||||||||
Accretion expense | 5,162 | ||||||||||
Amortization of debt discount and issuance costs | $ 849 | ||||||||||
Credit Agreement | |||||||||||
DEBT | |||||||||||
Effective rate (as percentage) | 9.83% | ||||||||||
Gain (loss) on extinguishment of debt | $ 877 | ||||||||||
Credit Agreement | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.25% | ||||||||||
Credit Agreement | Prime Rate | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 5.25% | ||||||||||
Credit Agreement | Maximum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.50% | ||||||||||
Credit Agreement | Maximum | Prime Rate | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 5.50% | ||||||||||
Credit Agreement | Minimum | |||||||||||
DEBT | |||||||||||
Variable interest rate (as a percent) | 1% | ||||||||||
Credit Agreement | Minimum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6% | ||||||||||
Credit Agreement | Minimum | Prime Rate | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 5% | ||||||||||
Term Loan | |||||||||||
DEBT | |||||||||||
Maximum amount of line of credit | $ 40,000 | $ 165,000 | |||||||||
Delayed Draw Term Loan | |||||||||||
DEBT | |||||||||||
Maximum amount of line of credit | $ 35,000 | ||||||||||
Maximum term for drawing loan facility | 18 months | ||||||||||
Effective rate (as percentage) | 9.89% | ||||||||||
Commitment fee (as percentage) | 1% | ||||||||||
Borrowings on delayed draw term loan | $ 35,000 | ||||||||||
Interest Rate (as a percent) | 7.25% | ||||||||||
Delayed Draw Term Loan | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.25% | ||||||||||
Variable interest rate (as a percent) | 1% | ||||||||||
Delayed Draw Term Loan | Maximum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.50% | ||||||||||
Delayed Draw Term Loan | Minimum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6% | ||||||||||
Credit Facility Term Loan and Delayed Draw Term Loan | |||||||||||
DEBT | |||||||||||
Annual principal payments (as percentage) | 1% | ||||||||||
Revolving Facility | |||||||||||
DEBT | |||||||||||
Principal amount of revolving loan facility | $ 15,000 | ||||||||||
Commitment fee (as percentage) | 0.50% | ||||||||||
Outstanding balance | $ 15,000 | ||||||||||
New Delayed Draw Term Loan | |||||||||||
DEBT | |||||||||||
Maximum amount of line of credit | $ 35,000 | ||||||||||
Maximum term for drawing loan facility | 24 months | ||||||||||
Additional Term Loans | |||||||||||
DEBT | |||||||||||
Effective rate (as percentage) | 9.83% | ||||||||||
Annual principal payments (as percentage) | 1% | ||||||||||
Interest Rate (as a percent) | 7.25% | ||||||||||
Additional Term Loans | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.25% | ||||||||||
Variable interest rate (as a percent) | 1% | ||||||||||
Additional Term Loans | Maximum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6.50% | ||||||||||
Additional Term Loans | Minimum | LIBOR | |||||||||||
DEBT | |||||||||||
Basis points adjustments (as percentage) | 6% | ||||||||||
Credit Facility Term Loan, Delayed Draw Term Loan and Incremental Term Loan | Level 2 | |||||||||||
DEBT | |||||||||||
Fair value of notes | $ 200,460 | ||||||||||
Line Of Credit Facility, Initial Leverage Ratio | Credit Agreement | |||||||||||
DEBT | |||||||||||
Threshold secured leverage ratio | 4.25 | ||||||||||
Line Of Credit Facility, Leverage Ratio To Be Maintained Beginning Quarter Ending September 30, 2023 | Credit Agreement | |||||||||||
DEBT | |||||||||||
Threshold secured leverage ratio | 3.75 | ||||||||||
Line Of Credit Facility, Leverage Ratio To Be Maintained Beginning Quarter Ending March 31, 2025 | Credit Agreement | |||||||||||
DEBT | |||||||||||
Threshold secured leverage ratio | 3 | ||||||||||
Line Of Credit Facility, Minimum Fixed Charge Coverage Ratio To Be Maintained During First Anniversary | Credit Agreement | |||||||||||
DEBT | |||||||||||
Threshold secured leverage ratio | 1 | ||||||||||
Line Of Credit Facility, Minimum Fixed Charge Coverage Ratio To Be Maintained From And After First Anniversary | Credit Agreement | |||||||||||
DEBT | |||||||||||
Threshold secured leverage ratio | 1.10 | ||||||||||
Line Of Credit Facility Prepayment Premium If Made On or Prior To November 5, 2022 | Additional Term Loans | |||||||||||
DEBT | |||||||||||
Annual principal payments (as percentage) | 2% | ||||||||||
Line Of Credit Facility Prepayment Premium If Made on Or Prior To November 5, 2023 | Additional Term Loans | |||||||||||
DEBT | |||||||||||
Annual principal payments (as percentage) | 1% | ||||||||||
Seller Note - Plato BioPharma | |||||||||||
DEBT | |||||||||||
Long-term debt | 1,470 | 0 | |||||||||
Seller Note - Plato BioPharma | Unsecured promissory note | |||||||||||
DEBT | |||||||||||
Principal amount | $ 3,000 | ||||||||||
Interest Rate (as a percent) | 4.50% | ||||||||||
Seller Payable Orient Bio Resource Center | |||||||||||
DEBT | |||||||||||
Long-term debt | 3,488 | 0 | |||||||||
Seller Payable Orient Bio Resource Center | Unsecured promissory note | |||||||||||
DEBT | |||||||||||
Principal amount | $ 3,700 | ||||||||||
Fair value of debt | $ 3,325 | ||||||||||
Period for payment of consideration | 18 months | ||||||||||
Seller Note - Histion | |||||||||||
DEBT | |||||||||||
Long-term debt | 369 | 0 | |||||||||
Seller Note - Histion | Unsecured promissory note | |||||||||||
DEBT | |||||||||||
Principal amount | $ 433 | ||||||||||
Interest Rate (as a percent) | 4.50% | ||||||||||
Seller Note - Protypia | |||||||||||
DEBT | |||||||||||
Long-term debt | 600 | 0 | |||||||||
Seller Note - Protypia | Unsecured promissory note | |||||||||||
DEBT | |||||||||||
Principal amount | $ 600 | ||||||||||
Interest Rate (as a percent) | 4.50% | ||||||||||
Convertible Senior Notes | |||||||||||
DEBT | |||||||||||
Principal amount | $ 140,000 | ||||||||||
Interest Rate (as a percent) | 3.25% | ||||||||||
Settlement period | 13 days | ||||||||||
Additional principal amount | $ 15,000 | ||||||||||
Long-term debt | 104,965 | 131,673 | |||||||||
Initial conversion rate | 21.7162 | ||||||||||
Initial conversion price | $ / shares | $ 46.05 | ||||||||||
Number of scheduled trading days | D | 40 | ||||||||||
Conversion price | 130% | ||||||||||
Number of trading days | D | 20 | ||||||||||
Number of consecutive trading days | D | 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% | ||||||||||
Right to receive special interest maximum term | 180 days | ||||||||||
Right to receive special interest maximum rate | 0.50% | ||||||||||
Convertible Senior Notes | Level 2 | |||||||||||
DEBT | |||||||||||
Fair value of notes | 111,825 | ||||||||||
Convertible Senior Notes | Other Income (loss) | |||||||||||
DEBT | |||||||||||
Gain (loss) on fair value remeasurement | 56,714 | ||||||||||
Convertible Senior Notes | ASU 2020-06 | |||||||||||
DEBT | |||||||||||
Long-term debt | $ 99,776 | $ 76,716 | |||||||||
Fair value of the conversion | 31,862 | $ 54,922 | |||||||||
Fair value remeasurement of embedded derivative | 88,576 | ||||||||||
Fair value remeasurement, reclassified to additional paid in capital | $ 78,258 | ||||||||||
EIDL Loan | |||||||||||
DEBT | |||||||||||
Long-term debt | $ 140 | $ 0 |
DEBT - Schedule of long-term de
DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
DEBT | ||
Long-term debt | $ 350,655 | $ 170,323 |
Less: Current portion | (7,979) | (9,656) |
Less: Debt issue costs not amortized | (11,999) | (6,458) |
Total Long-term debt | 330,677 | 154,209 |
Long-term debt, Carrying value | 350,655 | 170,323 |
Long-term debt maturities | 385,903 | |
FIB Term Loans | ||
DEBT | ||
Long-term debt | 0 | 36,185 |
Long-term debt, Carrying value | 0 | 36,185 |
Seller Note - Bolder BioPATH | ||
DEBT | ||
Long-term debt | 808 | 1,500 |
Long-term debt, Carrying value | 808 | 1,500 |
Seller Note - Smithers Avanza | ||
DEBT | ||
Long-term debt | 0 | 280 |
Long-term debt, Carrying value | 0 | 280 |
Seller Note - Pre-Clinical Research Services | ||
DEBT | ||
Long-term debt | 615 | 685 |
Long-term debt, Carrying value | 615 | 685 |
Seller Note - Plato BioPharma | ||
DEBT | ||
Long-term debt | 1,470 | 0 |
Long-term debt, Carrying value | 1,470 | 0 |
Seller Payable Orient Bio Resource Center | ||
DEBT | ||
Long-term debt | 3,488 | 0 |
Long-term debt, Carrying value | 3,488 | 0 |
Seller Note - Histion | ||
DEBT | ||
Long-term debt | 369 | 0 |
Long-term debt, Carrying value | 369 | 0 |
Seller Note - Protypia | ||
DEBT | ||
Long-term debt | 600 | 0 |
Long-term debt, Carrying value | 600 | 0 |
EIDL Loan | ||
DEBT | ||
Long-term debt | 140 | 0 |
Long-term debt, Carrying value | 140 | 0 |
Convertible Senior Notes | ||
DEBT | ||
Long-term debt | 104,965 | 131,673 |
Long-term debt, Carrying value | 104,965 | 131,673 |
Term Loan Facility, Initial DDTL and Incremental Term Loans | ||
DEBT | ||
Long-term debt | 238,200 | 0 |
Long-term debt, Carrying value | $ 238,200 | $ 0 |
DEBT - Aggregate amount of matu
DEBT - Aggregate amount of maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
DEBT | |
2023 | $ 8,192 |
2024 | 3,249 |
2025 | 3,177 |
2026 | 2,553 |
2027 | 228,603 |
Thereafter | 140,129 |
Long-term debt maturities | $ 385,903 |
DEBT - Weighted-average assumpt
DEBT - Weighted-average assumptions used to compute fair-value (Details) - Convertible Senior Notes | Nov. 04, 2021 Y |
Measurement input - Bond Yield | |
DEBT | |
Measurement input | 0.1044 |
Measurement input - Volatility | |
DEBT | |
Measurement input | 0.400 |
Measurement input - maturity period | |
DEBT | |
Measurement input | 5.95 |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - One customer - Trade receivables - Customer concentration risk - RMS | 12 Months Ended |
Sep. 30, 2022 customer | |
Trade receivables and contract assets, net | |
Number of customers | 1 |
Concentration risk percentage | 20.40% |
SUPPLEMENTAL BALANCE SHEET IN_4
SUPPLEMENTAL BALANCE SHEET INFORMATION - Trade Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Trade receivables and contract assets | ||
Trade receivables | $ 88,867 | $ 22,838 |
Unbilled revenue | 17,474 | 6,194 |
Total | 106,341 | 29,032 |
Less: Allowance for credit losses | (6,268) | (668) |
Trade receivables and contract assets, net of allowances for credit losses | $ 100,073 | $ 28,364 |
SUPPLEMENTAL BALANCE SHEET IN_5
SUPPLEMENTAL BALANCE SHEET INFORMATION - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Inventories | ||
Raw materials | $ 1,757 | $ 513 |
Work in progress | 186 | 37 |
Finished goods | 4,933 | 192 |
Research Model Inventory | 68,055 | 0 |
Total | 74,931 | 742 |
Less: Obsolescence reserve | (3,490) | (140) |
Inventories, net | $ 71,441 | $ 602 |
SUPPLEMENTAL BALANCE SHEET IN_6
SUPPLEMENTAL BALANCE SHEET INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Prepaid expenses and other current assets | ||
Advances to suppliers | $ 30,292 | $ 0 |
Income tax receivable | 366 | 0 |
Prepaid research models | 3,575 | 1,931 |
Other | 8,250 | 1,198 |
Prepaid expenses and other current assets | $ 42,483 | $ 3,129 |
SUPPLEMENTAL BALANCE SHEET IN_7
SUPPLEMENTAL BALANCE SHEET INFORMATION - Composition of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Other assets | ||
Long-term advances to suppliers | $ 2,894 | $ 0 |
Finance lease right-of-use assets, net | $ 79 | $ 60 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Debt issuance costs - revolving credit facility | $ 1,411 | $ 0 |
Funded status of defined benefit plan | 1,573 | 0 |
Other | 1,567 | 281 |
Other assets | $ 7,524 | $ 341 |
SUPPLEMENTAL BALANCE SHEET IN_8
SUPPLEMENTAL BALANCE SHEET INFORMATION - Composition of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Property and Equipment | ||
Land and land improvements | $ 20,025 | $ 2,276 |
Buildings and building improvements | 110,572 | 40,169 |
Machinery and equipment | 68,628 | 36,743 |
Furniture and fixtures | 1,905 | 1,338 |
Construction in progress | 40,519 | 3,725 |
Total Cost | 241,649 | 84,251 |
Accumulated depreciation | (55,450) | (36,273) |
Net property and equipment | $ 186,199 | $ 47,978 |
SUPPLEMENTAL BALANCE SHEET IN_9
SUPPLEMENTAL BALANCE SHEET INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accrued expenses | ||
Accrued compensation | $ 17,460 | $ 3,528 |
Non-income taxes | 1,200 | 18 |
Accrued interest | 5,228 | 169 |
Other | 11,913 | 366 |
Consideration payable | 0 | 4,887 |
Accrued expenses and other liabilities | $ 35,801 | $ 8,968 |
SUPPLEMENTAL BALANCE SHEET I_10
SUPPLEMENTAL BALANCE SHEET INFORMATION - Fees Invoiced in Advance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Fees invoiced in advance | ||
Customer deposits | $ 39,222 | $ 0 |
Deferred revenue | 29,420 | 26,614 |
Fees invoiced in advance | $ 68,642 | $ 26,614 |
POST EMPLOYMENT BENEFITS - Chan
POST EMPLOYMENT BENEFITS - Changes in the benefit obligation funded status of the Company's defined benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
POST EMPLOYMENT BENEFITS | ||
Accumulated benefit obligation | $ 12,812 | |
Change in projected benefit obligation: | ||
Projected benefit obligation, acquisition date | 24,302 | |
Service cost | 0 | |
Interest cost | 381 | |
Contributions by plan participants | 0 | |
Benefits paid | (595) | |
Foreign currency translation adjustment | (3,370) | |
Actuarial (gains) losses | (7,906) | |
Projected benefit obligation at end of period | 12,812 | |
Change in fair value of plan assets: | ||
Fair value of plan assets, acquisition date | 21,269 | |
Actual loss on plan assets | (3,948) | |
Employer contributions | 1,059 | |
Foreign currency translation adjustment | (3,400) | |
Benefits paid | (595) | |
Fair value of plan assets, end of period | 14,385 | |
Funded status | $ 1,573 | $ 0 |
POST EMPLOYMENT BENEFITS - Net
POST EMPLOYMENT BENEFITS - Net periodic benefit costs (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Components of net periodic benefit expense: | |
Service cost | $ 0 |
Interest cost | $ 381 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense |
Expected return on assets | $ (744) |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) |
Net periodic benefit cost | $ (362) |
POST EMPLOYMENT BENEFITS - Majo
POST EMPLOYMENT BENEFITS - Major assumptions used in determining the net periodic benefit costs (Details) | 12 Months Ended |
Sep. 30, 2022 | |
POST EMPLOYMENT BENEFITS | |
Discount rate | 1.85% |
Expected return on plan assets | 4.01% |
POST EMPLOYMENT BENEFITS - Disc
POST EMPLOYMENT BENEFITS - Discount rate and Rate of compensation increases (Details) | 12 Months Ended |
Sep. 30, 2022 | |
POST EMPLOYMENT BENEFITS | |
Discount rate | 5.33% |
Percentage of long-term rate of return assumption | 4.96% |
POST EMPLOYMENT BENEFITS - Plan
POST EMPLOYMENT BENEFITS - Plan assets distribution (Details) | Sep. 30, 2022 |
Plan assets distribution | |
Plan assets distribution (in percent) | 100% |
Cash | |
Plan assets distribution | |
Plan assets distribution (in percent) | 24.90% |
Equity securities | |
Plan assets distribution | |
Plan assets distribution (in percent) | 6.20% |
Debt securities | |
Plan assets distribution | |
Plan assets distribution (in percent) | 49.50% |
Real estate mutual fund | |
Plan assets distribution | |
Plan assets distribution (in percent) | 5.90% |
Other (including cash) | |
Plan assets distribution | |
Plan assets distribution (in percent) | 13.50% |
POST EMPLOYMENT BENEFITS - Fair
POST EMPLOYMENT BENEFITS - Fair value of total plan assets by asset category (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Fair value of total plan assets by asset category | ||
Total | $ 14,385 | $ 21,269 |
Cash [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 409 | |
Investment grade corporate bonds [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 4,408 | |
Multi-asset fund [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 9,568 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 409 | |
Fair Value, Inputs, Level 1 [Member] | Cash [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 409 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 13,976 | |
Fair Value, Inputs, Level 2 [Member] | Investment grade corporate bonds [Member] | ||
Fair value of total plan assets by asset category | ||
Total | 4,408 | |
Fair Value, Inputs, Level 2 [Member] | Multi-asset fund [Member] | ||
Fair value of total plan assets by asset category | ||
Total | $ 9,568 |
POST EMPLOYMENT BENEFITS - Pens
POST EMPLOYMENT BENEFITS - Pension Funding and Payments and Defined Contribution Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $ 1,059 | |
Expected contribution to pension plans in the next twelve months | 1,271 | |
Projected Benefit Payments | ||
2023 | 632 | |
2024 | 717 | |
2025 | 603 | |
2026 | 718 | |
2027 | 898 | |
Thereafter | 3,780 | |
Total | 7,348 | |
Pension Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution benefit expense | $ 3,312 | $ 852 |
OTHER OPERATING EXPENSE (Detail
OTHER OPERATING EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OTHER OPERATING EXPENSE | ||
Acquisition and integration costs | $ 16,120 | $ 5,377 |
Restructuring costs | 8,564 | 0 |
Start up costs | 5,687 | 1,477 |
Other costs | 1,300 | 405 |
Acquisition-related stock compensation costs | 23,014 | 0 |
Total | $ 54,685 | $ 7,259 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - Site Optimization Plan - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | |
RESTRUCTURING | ||
Liability balance for restructuring costs | $ 1,395 | |
Impairment charges | $ 1,054 | |
Employee Related | ||
RESTRUCTURING | ||
Incurred and expects to continue to incur further expenses | 2,159 | |
Payments for restructuring | 764 | |
Other | ||
RESTRUCTURING | ||
Incurred and expects to continue to incur further expenses | 5,351 | |
Payments for restructuring | $ 3,276 |
LEASES - Right-of-use lease ass
LEASES - Right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Right-of-use lease assets and lease liabilities | ||
Operating ROU assets, net | $ 32,489 | $ 8,358 |
Current portion of operating lease liabilities | 7,982 | 1,959 |
Long-term operating lease liabilities | 24,854 | 6,554 |
Total operating lease liabilities | 32,836 | 8,513 |
Finance ROU assets, net | $ 79 | $ 60 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current portion of long-term finance lease | $ 43 | $ 24 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Long-term finance lease liabilities | $ 41 | $ 39 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 84 | $ 63 |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease costs: | ||
Fixed operating lease costs | $ 9,415 | $ 1,464 |
Short-term lease costs | 108 | 76 |
Lease income | (2,067) | (657) |
Finance lease costs: | ||
Amortization of ROU asset expense | 35 | 103 |
Interest on finance lease liability | 4 | 184 |
Total lease cost | $ 7,495 | $ 1,170 |
LEASES - Operating and Finance
LEASES - Operating and Finance leases (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 USD ($) facility | Sep. 30, 2021 USD ($) | |
LEASES | ||
Number of facilities the Company serves as a lessor to a lessee | facility | 5 | |
Rental income | $ | $ 2,067 | $ 657 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 8,540 | $ 1,389 |
Operating cash flows from finance leases | 33 | 184 |
Finance cash flows from finance leases | 4 | 286 |
Non-cash lease activity: | ||
ROU assets obtained in exchange for new operating lease liabilities | 31,697 | 6,285 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 69 | $ 17 |
LEASES - Weighted average remai
LEASES - Weighted average remaining lease term and discount rate (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
LEASES | ||
Operating lease, Weighted-average remaining lease term (in years) | 5 years 6 months 29 days | 4 years 7 months 28 days |
Finance lease, Weighted-average remaining lease term (in years) | 2 years 3 months 18 days | 3 years 3 months |
Operating lease, Weighted-average discount rate (as a percent) | 6.90% | 4.45% |
Finance lease, Weighted-average discount rate (as a percent) | 4.86% | 4.86% |
LEASES - Maturities of operatin
LEASES - Maturities of operating and finance lease (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Maturities of operating lease liabilities | ||
2023 | $ 8,941 | |
2024 | 7,643 | |
2025 | 6,629 | |
2026 | 5,407 | |
2027 | 3,491 | |
Thereafter | 8,269 | |
Total minimum future lease payments | 40,380 | |
Less interest | (7,544) | |
Total operating lease liabilities | 32,836 | $ 8,513 |
Maturities of finance lease liabilities | ||
2023 | 43 | |
2024 | 31 | |
2025 | 12 | |
2026 | 2 | |
2027 | 0 | |
Thereafter | 0 | |
Total minimum future lease payments | 88 | |
Less interest | (4) | |
Total finance lease liabilities | $ 84 | $ 63 |
STOCKHOLDERS EQUITY AND (LOSS_3
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE (Details) - USD ($) | 12 Months Ended | ||||||
Nov. 04, 2021 | Sep. 27, 2021 | Apr. 23, 2021 | May 11, 2011 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 03, 2021 | |
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Units issues (in shares) | 5,506 | ||||||
Share price | $ 1,000 | ||||||
Dividend rate (as a percent) | 6% | ||||||
Net proceeds | $ 48,972,000 | ||||||
Common and preferred shares authorized | 74,000,000 | 20,000,000 | |||||
Common Stock, Shares Authorized | 75,000,000 | 74,000,000 | 19,000,000 | 19,000,000 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||
Number of shares added under amended and restated plan | 1,500,000 | ||||||
Stock issued in acquisitions (In shares) | 9,573,210 | 1,633,558 | |||||
Employee stock options | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Shares excluded in computing diluted (loss) | 1,949,390 | 674,000 | |||||
Shares issuable upon conversion | 3,040,268 | ||||||
Restricted stock units | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Shares excluded in computing diluted (loss) | 550,603 | ||||||
2021 Equity Incentive Plan | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Number of shares remained available for grants | 928,388 | ||||||
Public offering | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Stock issued (in shares) | 3,044,117 | ||||||
Price per share | $ 17 | ||||||
Underwriting option | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
Stock issued (in shares) | 397,058 | ||||||
Price per share | $ 17 | ||||||
Series A Preferred Stock | |||||||
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE | |||||||
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 | 5,506 | |||||
Common shares as result of converted preferred shares | 3,156,608 | 3,156,608 | |||||
Common shares issued for quarterly preferred dividends | 217,366 | 217,366 | |||||
Preferred stock outstanding (in shares) | 0 | 0 |
STOCKHOLDERS EQUITY AND (LOSS_4
STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE - Basic and diluted net (loss) income per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME (LOSS) PER SHARE | ||
Net income (loss) applicable to common shareholders | $ (337,018) | $ 10,895 |
Weighted average common shares outstanding, basic (in thousands) (in shares) | 24,354 | 13,191 |
Weighted average common shares outstanding, diluted (in thousands) (in shares) | 24,354 | 13,865 |
Basic net (loss) income per share (in dollars per share) | $ (13.84) | $ 0.83 |
Diluted net (loss) income per share (in dollar per share) | $ (13.84) | $ 0.19 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | ||
Stock-based compensation, before income taxes | $ 28,974 | $ 1,786 |
Provision for income taxes | (5,123) | (1,161) |
Stock-based compensation, net of income taxes | 23,851 | 625 |
General and administrative | ||
STOCK-BASED COMPENSATION | ||
Stock-based compensation, before income taxes | 5,960 | $ 1,786 |
Other operating expense | ||
STOCK-BASED COMPENSATION | ||
Stock-based compensation, before income taxes | $ 23,014 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average fair value (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | ||
Risk-free interest rate | 1.24% | 0.93% |
Volatility of the expected market price of the Company's common shares | 76.62% | 70.30% |
Expected term | 3 years 2 months 26 days | 5 years 11 months 12 days |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock option activity (Details) - Employee stock options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
EQUITY | |
Period over which options expire | 10 years |
Options, share-based compensation arrangement rollforward | |
Outstanding options (in shares) | shares | 831 |
Granted options (in shares) | shares | 1,258 |
Exercised options (in shares) | shares | (62) |
Canceled options (in shares) | shares | (78) |
Outstanding options (in shares) | shares | 1,949 |
Exercisable options (in shares) | shares | 1,327 |
Expected to vest (in shares) | shares | 622 |
Options, weighted-average exercise price share-based compensation arrangement rollforward | |
Outstanding weighted-average exercise price (in dollars per share) | $ / shares | $ 9.82 |
Granted weighted-average exercise price (in dollars per share) | $ / shares | 14.24 |
Exercised weighted-average exercise price (in dollars per share) | $ / shares | 1.90 |
Canceled weighted-average exercise price (in dollars per share) | $ / shares | 19.22 |
Outstanding weighted-average exercise price (in dollars per share) | $ / shares | 12.54 |
Exercisable weighted-average exercise price (in dollars per share) | $ / shares | 8.54 |
Expected to vest weighted-average exercise price (in dollars per share) | $ / shares | $ 21.06 |
Options, share-based compensation arrangement additional disclosures | |
Outstanding Weighted Average Remaining Contractual Life (in years) | 7 years 4 months 6 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 6 years 6 months 7 days |
Expected to vest Weighted Average Remaining Contractual Life (in years) | 9 years 1 month 20 days |
Aggregate Intrinsic Value Outstanding | $ | $ 12,655 |
Aggregate Intrinsic Value Exercisable | $ | 11,568 |
Aggregate Intrinsic Value Expected to vest | $ | $ 1,087 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted share activity (Details) - Restricted common shares shares in Thousands | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted shares, share-based compensation arrangement rollforward | |
Beginning balance (in shares) | shares | 237 |
Granted (in shares) | shares | 41 |
Vested (in shares) | shares | (121) |
Forfeited (in shares) | shares | (8) |
Ending balance (in shares) | shares | 149 |
Restricted shares, weighted-average exercise price share-based compensation arrangement rollforward | |
Beginning balance (in dollars per share) | $ / shares | $ 7.96 |
Granted (in dollars per share) | $ / shares | 29.49 |
Vested (in dollars per share) | $ / shares | 5.19 |
Forfeited (in dollars per share) | $ / shares | 8.12 |
Ending balance (in dollars per share) | $ / shares | $ 16.09 |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock units activity (Details) - Restricted stock units shares in Thousands | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 551 |
Ending balance (in shares) | shares | 551 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted (in dollars per share) | $ / shares | $ 23.82 |
Ending balance (in dollars per share) | $ / shares | $ 23.82 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 04, 2021 | Nov. 30, 2021 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |||||
Number of shares added under amended and restated plan | 1,500,000 | ||||
Stock-based compensation costs capitalized | $ 0 | $ 0 | |||
Stock based compensation expense | 28,974 | 1,786 | |||
Aggregate Intrinsic Value Exercised | $ 1,830 | $ 2,503 | |||
Weighted average estimated fair value of stock options granted | $ 32.56 | $ 13.90 | |||
2018 Equity Incentive Plan | |||||
STOCK-BASED COMPENSATION | |||||
Number of shares added under amended and restated plan | 1,500,000 | 700,000 | |||
2021 Equity Incentive Plan | |||||
STOCK-BASED COMPENSATION | |||||
Number of shares remained available for grants | 928,388 | ||||
Employee stock options | |||||
STOCK-BASED COMPENSATION | |||||
Vesting period ( in years ) | 3 years | ||||
Expiration period, post termination | 30 days | ||||
Period over which options expire | 10 years | ||||
Employee stock options | Envigo | |||||
STOCK-BASED COMPENSATION | |||||
Expiration period, post termination | 1 year | ||||
Period over which options expire | 10 years | ||||
Restricted common shares | |||||
STOCK-BASED COMPENSATION | |||||
Vesting period ( in years ) | 2 years | ||||
Shares granted, | $ 0 | ||||
Unrecognized compensation expense expected to vest | $ 949 | ||||
Time over which unrecognized compensation expense expected to vest (in years) | 1 year | ||||
Fair value of restricted shares granted | $ 1,197 | $ 1,576 | |||
Fair value of restricted shares vested | $ 4,580 | $ 405 | |||
Restricted stock units | |||||
STOCK-BASED COMPENSATION | |||||
Vesting period ( in years ) | 2 years | ||||
Shares granted, | $ 0 | ||||
Unrecognized compensation expense expected to vest | $ 11,130 | ||||
Time over which unrecognized compensation expense expected to vest (in years) | 3 years 9 months 18 days | ||||
Fair value of restricted shares granted | $ 13,067 | ||||
Fair value of restricted shares vested | $ 0 |
INCOME TAXES - Components of lo
INCOME TAXES - Components of loss (income) before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
(Loss) income before income taxes: | ||
U.S. | $ (338,565) | $ 6,119 |
Non-U.S. | (13,884) | |
Total (loss) income before income taxes | $ (352,449) | $ 6,119 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets: | ||
Inventory | $ 1,461 | $ 117 |
Allowance for credit losses | 1,288 | |
Accrued compensation and vacation | 2,574 | 224 |
Accrued expenses and other | 608 | |
Domestic net operating loss carryforwards | 8,837 | 5,277 |
Foreign net operating loss carryforwards | 8,276 | |
Foreign tax credit carryforwards | 769 | |
Unrealized foreign exchange | 1,191 | |
Goodwill | 138 | |
Stock compensation expense | 2,999 | 501 |
Business Interest Limitation | 3,137 | 226 |
Leases | 130 | 94 |
Total deferred tax assets | 31,270 | 6,577 |
Deferred tax liabilities: | ||
Prepaid expenses | (483) | (126) |
Accrued expenses and other | (926) | |
Accreted interest on convertible debt | 8,586 | |
Basis difference for property and equipment | (12,300) | (2,077) |
Basis difference for intangible assets | (76,307) | (2,841) |
Goodwill | (267) | |
Total deferred tax liabilities | (97,943) | (5,970) |
Total net deferred tax assets (liabilities) | (66,673) | 607 |
Valuation allowance for net deferred tax assets | (10,354) | (951) |
Net deferred tax asset (liabilities) | $ (77,027) | $ (344) |
INCOME TAXES - Provision (benef
INCOME TAXES - Provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Current: | ||
Federal | $ 61 | |
State and local | 496 | $ 7 |
Foreign | 1,674 | |
Deferred: | ||
Federal | (12,494) | (3,902) |
State and local | (4,911) | (881) |
Foreign | (13) | |
Income tax expense | $ (15,187) | $ (4,776) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES | ||
Federal statutory income tax rate (as a percent) | 21% | 21% |
Increases (decreases): | ||
State and local income taxes, net of Federal tax benefit, if applicable | 2.60% | 0.10% |
Change in Tax Rates | 0.60% | |
Loss on Fair Value Re-measurement of Embedded Derivative | (2.90%) | |
Nondeductible Compensation | (1.00%) | |
Other nondeductible expenses | (0.20%) | (24.30%) |
Goodwill | (16.40%) | 3.30% |
Disregarded entities | 0.60% | |
Foreign rate differential | (0.40%) | |
Valuation allowance changes from activity | 0.10% | 3.30% |
Valuation allowance changes from acquisitions | 0.30% | (81.40%) |
Effective income tax rate | 4.30% | (78.00%) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 27, 2020 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES | ||||
Income taxes paid | $ 479 | $ 8 | ||
Provision for U.S. federal and state income taxes or withholding taxes related to cumulative undistributed earnings | 0 | |||
Deferred tax related to Global Intangible Low-Taxed Income | 0 | |||
Uncertain tax position | 1,861 | |||
Foreign net operating loss carryforwards | 8,276 | |||
Acquired Foreign Net Operating Losses | 2,222 | |||
Payroll Protection Program Loan | ||||
INCOME TAXES | ||||
Proceeds from debt | $ 5,051 | |||
Debt forgiveness | $ 4,851 | $ 4,851 | ||
Domestic tax authority | ||||
INCOME TAXES | ||||
Operating loss carryforwards allowance | 0 | $ 951 | ||
Operating loss carryforwards | $ 28,731 | |||
Operating loss carryforwards expiration date | Sep. 30, 2036 | |||
Operating loss carry forward indefinitely | $ 27,939 | |||
Domestic tax authority | September 30, 2036 | ||||
INCOME TAXES | ||||
Operating loss carryforwards | 792 | |||
Foreign tax authority | ||||
INCOME TAXES | ||||
Operating loss carryforwards allowance | 10,354 | |||
Operating loss carryforwards | 39,535 | |||
State and local jurisdiction | ||||
INCOME TAXES | ||||
Loss carryforwards which expires | 49,704 | |||
Operating loss carry forward indefinitely | $ 14,535 | |||
State and local jurisdiction | Earliest tax year | ||||
INCOME TAXES | ||||
Operating loss carryforwards expiration date | Sep. 30, 2028 | |||
State and local jurisdiction | Latest tax year | ||||
INCOME TAXES | ||||
Operating loss carryforwards expiration date | Sep. 30, 2041 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - Subsequent events. | Nov. 16, 2022 item individual |
Loss Contingencies | |
Number of specific imports | 7 |
Number of Cambodian government officials criminally charged | 2 |
Number of imports made illegally | 7 |
CAMBODIA | |
Loss Contingencies | |
Number of government officials who have been criminally charged by the USAO-FL | individual | 2 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Jul. 07, 2022 | Apr. 25, 2022 | Oct. 04, 2021 | May 03, 2021 | |
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | $ 350,655 | $ 170,323 | ||||
Report Right, LLC | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Total expense incurred | 509 | 141 | ||||
Seller Note - Pre-Clinical Research Services | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | 615 | 685 | ||||
Seller Note - Bolder BioPATH | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | 808 | 1,500 | ||||
Total expense incurred | 56 | |||||
Seller Note - Plato BioPharma | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | 1,470 | 0 | ||||
Total expense incurred | 107 | |||||
Seller Note - Histion | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | 369 | 0 | ||||
Total expense incurred | 7 | |||||
Seller Note - Protypia | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Long-term Debt | 600 | 0 | ||||
Total expense incurred | 4 | |||||
Unsecured promissory note | Seller Note - Bolder BioPATH | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Principal amount | $ 1,500 | |||||
Unsecured promissory note | Seller Note - Plato BioPharma | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Principal amount | $ 3,000 | |||||
Unsecured promissory note | Seller Note - Histion | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Principal amount | $ 433 | |||||
Unsecured promissory note | Seller Note - Protypia | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Principal amount | $ 600 | |||||
LS Associates | ||||||
RELATED-PARTY TRANSACTIONS | ||||||
Consulting fees | $ 363 | $ 86 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Jan. 09, 2023 USD ($) | Dec. 29, 2022 D | Oct. 12, 2022 USD ($) | Nov. 05, 2021 | Nov. 16, 2022 item individual | Jan. 27, 2022 USD ($) |
New Delayed Draw Term Loan | ||||||
SUBSEQUENT EVENTS | ||||||
Maximum amount of line of credit | $ 35,000 | |||||
Amended & Restated Credit Agreement | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 1% | |||||
Amended & Restated Credit Agreement | LIBOR | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 6.25% | |||||
Amended & Restated Credit Agreement | LIBOR | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 6% | |||||
Amended & Restated Credit Agreement | LIBOR | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 6.50% | |||||
Amended & Restated Credit Agreement | Prime Rate | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 5.25% | |||||
Amended & Restated Credit Agreement | Prime Rate | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 5% | |||||
Amended & Restated Credit Agreement | Prime Rate | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 5.50% | |||||
Subsequent events. | ||||||
SUBSEQUENT EVENTS | ||||||
Number of specific imports | item | 7 | |||||
Subsequent events. | CAMBODIA | ||||||
SUBSEQUENT EVENTS | ||||||
Number of government officials who have been criminally charged by the USAO-FL | individual | 2 | |||||
Subsequent events. | Second Amendment To Credit Agreement | SOFR | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 1% | |||||
Subsequent events. | Second Amendment To Credit Agreement | Base Rate | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 5% | |||||
Subsequent events. | Second Amendment To Credit Agreement | Base Rate | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 5.50% | |||||
Subsequent events. | New Delayed Draw Term Loan | ||||||
SUBSEQUENT EVENTS | ||||||
Borrowings on delayed draw term loan | $ 35,000 | |||||
Subsequent events. | Revolving Facility | ||||||
SUBSEQUENT EVENTS | ||||||
Repayments of Lines of Credit | $ 15,000 | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | ||||||
SUBSEQUENT EVENTS | ||||||
Number of days after end of each months within which company needs to provide unaudited consolidated financial statements | D | 30 | |||||
Number of business days within which company need to provide cash flow forecast | D | 10 | |||||
Duration for which periodic cash flow forecast is prepared | 91 days | |||||
Term following the date of amendment permitted to financial advisor to conduct meet under the amended credit agreement | 6 months | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | SOFR | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 0.11448% | |||||
Basis points adjustments (as percentage) | 6% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | SOFR | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 0.42826% | |||||
Basis points adjustments (as percentage) | 6.50% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 0.50% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | Base Rate | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 1% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Second Amendment To Credit Agreement | Base Rate | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 2% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | ||||||
SUBSEQUENT EVENTS | ||||||
Line Of Credit Facility, Fee Consideration Payable, Percentage Of Outstanding Principal Of Term Loans Held By Consenting Term Loan Lender, Paid In-Kind And Capitalized | 0.50% | |||||
Line Of Credit Facility, Fee Consideration Payable, Percentage Of Outstanding Principal Of Term Loans Held By Consenting Term Loan Lender, Paid In-Cash Upon Certain Prepayments | 0.50% | |||||
Line Of Credit Facility, Fee Consideration Payable, Percentage Of Revolving Commitments Held By Consenting Revolving Lender, Paid In-Cash Upon Certain Prepayments | 7% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 0.11448% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 0.42826% | |||||
Domestic Cash And Cash Equivalents On Hand After Credit Facility Draw | $ 10,000 | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | SOFR | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 1% | |||||
Basis points adjustments (as percentage) | 6.75% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | SOFR | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 9.50% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 0.50% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Base Rate | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 1% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Base Rate | Minimum | ||||||
SUBSEQUENT EVENTS | ||||||
Variable interest rate (as a percent) | 2% | |||||
Basis points adjustments (as percentage) | 5.75% | |||||
Subsequent events. | Amended & Restated Credit Agreement | Third Amendment To Credit Agreement | Base Rate | Maximum | ||||||
SUBSEQUENT EVENTS | ||||||
Basis points adjustments (as percentage) | 8.50% |