Inotiv (NOTV) 10-Q 8 Aug 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Jun. 30, 2024	Jul. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	000-23357
Entity Registrant Name	INOTIV, INC.
Entity Tax Identification Number	35-1345024
Entity Address, Address Line One	2701 KENT AVENUE
Entity Address, City or Town	WEST LAFAYETTE
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 Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,003,960
Entity Central Index Key	0000720154
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	IN
Entity Address, State or Province	IN
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Current assets:
Cash and cash equivalents	$ 14,434	$ 35,492
Trade receivables and contract assets, net of allowances for credit losses of $5,780 and $7,446, respectively	63,867	87,383
Inventories, net	38,684	56,102
Prepaid expenses and other current assets	32,248	33,408
Assets held for sale	0	1,418
Total current assets	149,233	213,803
Property and equipment, net	189,703	191,068
Operating lease right-of-use assets, net	45,216	38,866
Goodwill	94,286	94,286
Other intangible assets, net	282,540	308,428
Other assets	13,610	10,079
Total assets	774,588	856,530
Current liabilities:
Accounts payable	28,325	32,564
Accrued expenses and other current liabilities	28,064	25,776
Fees invoiced in advance	38,695	55,622
Current portion of long-term operating lease	11,439	10,282
Current portion of long-term debt	378,550	7,950
Total current liabilities	485,073	132,194
Long-term operating leases, net	35,899	29,614
Long-term debt, less current portion, net of debt issuance costs	3,897	369,795
Other long-term liabilities	34,912	6,373
Deferred tax liabilities, net	32,700	50,064
Total liabilities	592,481	588,040
Contingencies (Note 14)
Shareholders’ equity and noncontrolling interest:
Authorized 74,000,000 shares at June 30, 2024 and at September 30, 2023; 26,006,460 issued and outstanding at June 30, 2024 and 25,777,169 at September 30, 2023	6,463	6,406
Additional paid-in capital	718,459	715,696
Accumulated deficit	(543,272)	(453,278)
Accumulated other comprehensive income	457	330
Total equity attributable to common shareholders	182,107	269,154
Noncontrolling interest	0	(664)
Total shareholders’ equity and noncontrolling interest	182,107	268,490
Total liabilities and shareholders’ equity and noncontrolling interest	$ 774,588	$ 856,530

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 5,780	$ 7,446
Common stock authorized (in shares)	74,000,000	74,000,000
Common stock issued (in shares)	26,006,460	25,777,169
Common stock outstanding (in shares)	26,006,460	25,777,169

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue	$ 105,786	$ 157,468	$ 360,322	$ 431,685
Costs and expenses:
Selling	5,030	4,780	15,781	14,045
General and administrative	16,782	25,705	56,505	82,296
Depreciation and amortization of intangible assets	14,119	13,864	42,524	40,117
Other operating expense	5,902	6,261	39,661	14,712
Goodwill impairment loss	0	0	0	66,367
Operating (loss) income	(20,752)	8,783	(73,239)	(83,920)
Other (expense) income:
Interest expense	(12,116)	(10,786)	(34,568)	(31,751)
Other (expense) income	(82)	(12)	1,092	(1,345)
Loss before income taxes	(32,950)	(2,015)	(106,715)	(117,016)
Income tax benefit	6,863	2,380	16,721	20,820
Consolidated net (loss) income	(26,087)	365	(89,994)	(96,196)
Less: Net loss attributable to noncontrolling interests	0	(1,475)	(440)	(719)
Net (loss) income attributable to common shareholders	$ (26,087)	$ 1,840	$ (89,554)	$ (95,477)
Net (loss) income attributable to common shareholders:
Basic (in dollars per share)	$ (1)	$ 0.07	$ (3.46)	$ (3.72)
Diluted (in dollar per share)	$ (1)	$ 0.07	$ (3.46)	$ (3.72)
Weighted-average number of common shares outstanding:
Basic (in shares)	25,993	25,726	25,862	25,690
Diluted (in shares)	25,993	26,021	25,862	25,690
Service
Revenue	$ 54,364	$ 56,295	$ 165,188	$ 165,095
Costs and expenses:
Cost of revenue (excluding depreciation and amortization of intangible assets)	39,622	37,555	117,362	108,359
Product
Revenue	51,422	101,173	195,134	266,590
Costs and expenses:
Cost of revenue (excluding depreciation and amortization of intangible assets)	$ 45,083	$ 60,520	$ 161,728	$ 189,709

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Consolidated net (loss) income	$ (26,087)	$ 365	$ (89,994)	$ (96,196)
Foreign currency translation	(284)	(392)	133	5,651
Defined benefit plan:
Pension cost amortization	47	(55)	140	(163)
Foreign currency translation	(76)	137	(146)	404
Other comprehensive (loss) income, net of tax	(313)	(310)	127	5,892
Consolidated comprehensive (loss) income	(26,400)	55	(89,867)	(90,304)
Less: Comprehensive (loss) income attributable to non-controlling interests	0	(1,475)	(440)	(719)
Comprehensive (loss) income attributable to common stockholders	$ (26,400)	$ 1,530	$ (89,427)	$ (89,585)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST - USD ($) $ in Thousands	Total	Common Shares	Additional paid-in capital	Accumulated deficit	Accumulated Other Comprehensive Income (Loss)	Non- Controlling Interests
Beginning balance (in shares) at Sep. 30, 2022		25,598,289
Beginning balance at Sep. 30, 2022	$ 359,766	$ 6,362	$ 707,787	$ (348,277)	$ (5,500)	$ (606)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(87,323)			(86,932)		(391)
Issuance of stock under employee stock plans (in shares)		8,347
Issuance of stock under employee stock plans	24	$ 1	23
Stock-based compensation	2,046		2,046
Pension cost amortization	(54)				(54)
Foreign currency translation adjustment	5,348				5,348
Ending balance (in shares) at Dec. 31, 2022		25,606,636
Ending balance at Dec. 31, 2022	279,807	$ 6,363	709,856	(435,209)	(206)	(997)
Beginning balance (in shares) at Sep. 30, 2022		25,598,289
Beginning balance at Sep. 30, 2022	359,766	$ 6,362	707,787	(348,277)	(5,500)	(606)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(95,477)
Pension cost amortization	(163)
Ending balance (in shares) at Jun. 30, 2023		25,782,742
Ending balance at Jun. 30, 2023	275,330	$ 6,513	713,601	(444,443)	392	(733)
Beginning balance (in shares) at Dec. 31, 2022		25,606,636
Beginning balance at Dec. 31, 2022	279,807	$ 6,363	709,856	(435,209)	(206)	(997)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(9,994)			(9,629)		(365)
Issuance of stock under employee stock plans (in shares)		152,471
Issuance of stock under employee stock plans	82	$ 128	(46)
Stock-based compensation	1,781		1,781
Pension cost amortization	(54)				(54)
Foreign currency translation adjustment	962				962	0
Other	51					51
Ending balance (in shares) at Mar. 31, 2023		25,759,107
Ending balance at Mar. 31, 2023	272,635	$ 6,491	711,591	(444,838)	702	(1,311)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	1,840			365		1,475
Issuance of stock under employee stock plans (in shares)		23,635
Issuance of stock under employee stock plans	3	$ 22	(19)
Noncontrolling interest related to Envigo acquisition	(961)					(961)
Stock-based compensation	2,029		2,029
Pension cost amortization	(55)				(55)
Foreign currency translation adjustment	(255)				(255)	0
Other	94					64
Ending balance (in shares) at Jun. 30, 2023		25,782,742
Ending balance at Jun. 30, 2023	$ 275,330	$ 6,513	713,601	(444,443)	392	(733)
Beginning balance (in shares) at Sep. 30, 2023	25,777,169	25,777,169
Beginning balance at Sep. 30, 2023	$ 268,490	$ 6,406	715,696	(453,278)	330	(664)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(15,388)			(15,828)		440
Change in noncontrolling interest	(2,085)		(2,309)			224
Issuance of stock under employee stock plans (in shares)		13,511
Issuance of stock under employee stock plans	1	$ 3	(2)
Stock-based compensation	1,897		1,897
Pension cost amortization	46				46
Foreign currency translation adjustment	1,201				1,201
Ending balance (in shares) at Dec. 31, 2023		25,790,680
Ending balance at Dec. 31, 2023	$ 254,162	$ 6,409	715,282	(469,106)	1,577	0
Beginning balance (in shares) at Sep. 30, 2023	25,777,169	25,777,169
Beginning balance at Sep. 30, 2023	$ 268,490	$ 6,406	715,696	(453,278)	330	(664)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(89,554)
Pension cost amortization	$ 140
Ending balance (in shares) at Jun. 30, 2024	26,006,460	26,006,460
Ending balance at Jun. 30, 2024	$ 182,107	$ 6,463	718,459	(543,272)	457	0
Beginning balance (in shares) at Dec. 31, 2023		25,790,680
Beginning balance at Dec. 31, 2023	254,162	$ 6,409	715,282	(469,106)	1,577	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(48,079)			(48,079)
Issuance of stock under employee stock plans (in shares)		114,715
Issuance of stock under employee stock plans	2	$ 29	(27)
Stock-based compensation	1,884		1,884
Pension cost amortization	47				47
Foreign currency translation adjustment	(854)				(854)
Ending balance (in shares) at Mar. 31, 2024		25,905,395
Ending balance at Mar. 31, 2024	207,162	$ 6,438	717,139	(517,185)	770	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net (loss) income	(26,087)			(26,087)
Issuance of stock under employee stock plans (in shares)		101,065
Issuance of stock under employee stock plans	8	$ 25	(17)
Stock-based compensation	1,337		1,337
Pension cost amortization	47				47
Foreign currency translation adjustment	$ (360)				(360)
Ending balance (in shares) at Jun. 30, 2024	26,006,460	26,006,460
Ending balance at Jun. 30, 2024	$ 182,107	$ 6,463	$ 718,459	$ (543,272)	$ 457	$ 0

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Consolidated net loss	$ (89,994)	$ (96,196)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	42,524	40,117
Employee stock compensation expense	5,118	5,856
Changes in deferred taxes	(17,407)	(27,114)
Provision for expected credit losses	(1,282)	2,175
Amortization of debt issuance costs and original issue discount	2,575	2,339
Non-cash interest and accretion expense	5,553	4,608
Other non-cash operating activities	(711)	2,486
Goodwill impairment loss	0	66,367
Changes in operating assets and liabilities:
Trade receivables and contract assets	24,876	13,047
Inventories	17,520	16,550
Prepaid expenses and other current assets	942	6,272
Operating lease right-of-use assets and liabilities, net	1,092	779
Accounts payable	(4,931)	4,128
Accrued expenses and other current liabilities	2,254	(11,048)
Fees invoiced in advance	(17,017)	(18,098)
Other asset and liabilities, net	24,455	(3,148)
Net cash (used in) provided by operating activities	(4,433)	9,120
Investing activities:
Capital expenditures	(17,015)	(21,324)
Proceeds from sale of property and equipment	5,432	268
Net cash used in investing activities	(11,583)	(21,056)
Financing activities:
Payments on revolving credit facility	0	(21,000)
Payments on senior term notes and delayed draw term loans	(2,073)	(2,070)
Borrowings on revolving credit facility	0	6,000
Borrowings on delayed draw term loan	0	35,000
Other financing activities, net	(2,816)	(1,748)
Net cash (used in) provided by financing activities	(4,889)	16,182
Effect of exchange rate changes on cash and cash equivalents	(153)	753
Net (decrease) increase in cash and cash equivalents	(21,058)	4,999
Less: cash, cash equivalents, and restricted cash held for sale	0	(1,759)
Cash, cash equivalents, and restricted cash at beginning of period	35,492	18,980
Cash, cash equivalents, and restricted cash at end of period, net of cash, cash equivalents and restricted cash held for sale	14,434	22,220
Non-cash financing activity:
Paid in kind debt issuance costs	0	1,363
Supplemental disclosure of cash flow information:
Cash paid for interest	27,398	26,889
Income taxes paid, net	$ 1,517	$ 5,979

DESCRIPTION OF THE BUSINESS AND

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION	1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Inotiv, Inc. and its subsidiaries (“we,” “our,” “us,” the “Company,” and “Inotiv”) comprise a leading contract research organization (“CRO”) dedicated to providing nonclinical and analytical drug discovery and development services to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. Our products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of discovering and taking new drugs and medical devices to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research and development projects, all while working together to build a healthier and safer world. We are dedicated to practicing high standards of laboratory animal care and welfare. As a result of our strategic acquisition of Envigo RMS Holding Corp. in November 2021, which added a complementary research model platform, our full spectrum solutions span two segments: Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”). Through our DSA segment, we support the discovery, nonclinical development and clinical development needs of researchers and clinicians for primarily small molecule drug candidates, as well as biotherapeutics and biomedical devices. Our scientists have 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 companies whose scientists are 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 small and large research models for basic research and drug discovery and development, as well as specialized models for specific diseases and therapeutic areas in addition to diet and bedding. 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 DSA business, we have the ability to run selected nonclinical studies directly on-site at closely located research model facilities and provide access to innovative genetically engineered models and services solutions. Our principal clients include biopharmaceutical companies, CROs, and academic and government organizations. Resolution and Plea Agreements On June 3, 2024, Inotiv, Inc. announced that it had reached agreement with the U.S. Department of Justice (“DOJ”) to resolve a previously-announced criminal investigation into its shuttered canine breeding facility located in Cumberland, Virginia, which was operated originally by Envigo RMS, LLC (“Envigo RMS”), an entity acquired by the Company in November 2021. In connection with such resolution, the Company and its related entities have entered into a Resolution Agreement (the “Resolution Agreement”) with the DOJ and the United States Attorney’s Office for the Western District of Virginia (“USAO-WDV”), and Envigo RMS and Envigo Global Services, Inc. (“EGSI” and together with Envigo RMS, “Envigo”) have entered into a Plea Agreement (the “Plea Agreement”) with the DOJ and the USAO-WDV. On June 3, 2024, before the United States District Court for the Western District of Virginia, Envigo RMS pleaded guilty to one misdemeanor count of conspiracy to violate the Animal Welfare Act and EGSI pleaded guilty to one felony count of conspiracy to violate the Clean Water Act. While the terms of the resolution are subject to Court approval at a sentencing hearing, which is currently scheduled for October 7, 2024, the obligations of the Company and Envigo under the Resolution Agreement, the Plea Agreement and related documents apply beginning on the date of execution of June 3, 2024. Refer to Note 14 – Contingencies for additional information. Pursuant to the Resolution Agreement and the Plea Agreement, the Company and Envigo, among other matters, have agreed to: (i) make payments totaling $22,000 in fines, with $5,000 payable on each of June 3, 2025, 2026 and 2027, and $7,000 (plus accrued interest beginning on the sentencing date) payable on June 3, 2028; (ii) on June 3, 2024, pay $3,000, split between the Virginia Animal Fighting Taskforce and the Humane Society of the United States in recognition of assistance provided to the U.S. Government’s investigation; (iii) on June 3, 2024, pay $3,500 to the National Fish and Wildlife Foundation to fund environmental projects, studies, and initiatives in Cumberland County, Virginia; (iv) expend at least $7,000 ($2,500 by June 3, 2025, $2,500 by June 3, 2026, and $2,000 by June 3, 2027) for improvements to its facilities and personnel related to the welfare of animals; (v) provide a lien to the United States against sufficient Company assets to secure the deferred payments in connection with the $22,000 fine, which lien will be junior to only the lien provided by the Company to lenders under its credit facility as of April 1, 2024 and additional liens to secure up to $100,000 of additional debt; (vi) meet specified standards with respect to the health, safety and well-being of animals under the Company’s care; (vii) develop, adopt, implement, fund and comply with a comprehensive nationwide compliance plan related to applicable laws; and (viii) the appointment of a Compliance Monitor to review the Company’s care of animals and compliance with certain laws, and to pay all associated costs, which Compliance Monitor shall serve for a term that expires five years after the completion of the selection process for the Compliance Monitor, unless Envigo is released from probation prior to completion of the five-year term, in which case the monitorship term shall expire three years after the completion of the selection process, or two months after the completion of probation, whichever is later. In addition, the pleas result in Envigo RMS and EGSI being subject to probation for up to five years, with the potential to end the term early at a minimum of three years if the Company complies with the elements of the resolution. For the nine months ended June 30, 2024, the Company has expensed $28,500 related to the Resolution and Plea Agreements, which is presented within other operating expense in the Company’s Condensed Consolidated Statement of Operations. In line with the Resolution and Plea Agreements, the Company paid $6,500 during the three months ended June 30, 2024 and expects to pay an additional $22,000 over multiple years. Accordingly, the Company has included $5,000 in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2024 and within “Changes in operating assets and liabilities – accrued expenses and other current liabilities” in its Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and the Company has included $17,000 in other long-term liabilities on its Condensed Consolidated Balance Sheets as of June 30, 2024 and “Changes in operating assets and liabilities – other assets and liabilities” in its Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2024. The total $28,500 charge is reflected in the operating loss of the RMS segment. The charge of $28,500 is non-deductible for U.S. federal income tax purposes. Further, the Fifth Amendment (as defined in Note 6 - Debt), among other changes to the Credit Agreement, permits charges or expenses attributable to or related to the Resolution Agreement and the Plea Agreement to be added back to the Company’s Consolidated EBITDA in an amount up to $28,500 for purposes of the financial covenants under the Credit Agreement. The Company expects to have additional cash outlays in connection with certain costs related to the Resolution Agreement, which would be paid over the next three Operational Update 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 non-human primates ("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 (the "November 16, 2022 event"). 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, to refrain from selling or delivering any of its Cambodian NHPs held in the U.S. until the Company’s staff and external experts could 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 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. After a thorough review of the documentation we have for the Cambodian NHPs in our inventory and their colonies, we resumed shipping Cambodian NHPs. In addition, we completed audits on site at our Cambodian supplier and we worked to establish even more robust procedures for future imports. Inotiv has continued to monitor and respond to the evolving environment around non-human primates. Although Cambodia has remained closed as a source through the third quarter of fiscal 2024, we have identified and extensively audited multiple additional sources of purpose-bred animals that can be made available for life-saving medical research. This has allowed us to diversify our sourcing of NHPs outside of Cambodia to satisfy demand at our DSA business segment and to our RMS clients. In addition, we have developed, and sourced, novel genetic testing techniques to further bolster our auditing capabilities to determine whether the animals we import are purpose-bred, and we are assessing the ability to introduce these techniques into our supply chain. NHPs are critical for scientific research and are required by international regulatory guidance to develop and evaluate the safety and effectiveness of a range of life-saving drugs and treatments prior to their assessment in human clinical trials. Without a consistent source of NHP’s in the U.S., Drug discovery and development in the U.S. could be materially impacted. NHP imports into the U.S. for drug discovery significantly declined from 2022 to 2023. The decrease in overall NHP supply drove an increase in pricing in 2023. Furthermore, we now believe the decreased U.S. NHP supply caused some studies to be shifted outside of the U.S. We also believe some clients increased their inventory levels of NHP’s during 2023 and therefore recently, clients appear to be utilizing existing NHP inventory without purchasing historical levels of NHPs. RMS revenue decreased $49,143 in the three months ended June 30, 2024 compared to the three months ended June 30, 2023 due primarily to lower NHP-related product and service revenue of $45,667. For the 2024 period, the reduction in sales volumes adversely affected our business, financial condition and results of operations. During 2022 and 2023 there were decreases in biotech funding which contributed to a reduced demand for preclinical studies. While U.S. biotech funding increased in the first half of calendar 2024, the Company has yet to see a meaningful increase in demand from biotech clients. Liquidity and Going Concern The accompanying unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. As of June 30, 2024, the Company has cash and cash equivalents of approximately $14,434 and access to a $15,000 revolver, which had no balance outstanding as of June 30, 2024 and a $12,000 balance outstanding as of the date of this report. The proceeds from the recent draw on the revolver were used for working capital demands, such as timing of an NHP deposit. 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 6 - Debt to these condensed 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 at the time 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 in January 2023 to reinstate its ability to borrow under its revolving credit facility. Without the amendment, the Company was at the time at risk of not having the revolving credit facility available. In 2023, we implemented several initiatives to integrate and optimize several of the facilities we acquired through acquisitions in 2021 and 2022. The initiatives included significant investments in existing facilities and were also designed to enhance animal welfare and customer experience, reduce our operating costs and provide additional scale and create efficiencies in our remaining operations. Additionally, we identified and have been implementing new strategies to improve the efficiency and cost effectiveness of the transportation of our products. We announced several site consolidation plans in the U.S. and certain European and U.K. sites. Our site optimization plans allow us to reduce overhead and create efficiencies through scale. During fiscal 2023 , we completed all planned fiscal year 2023 consolidations and closures and sold our Israeli businesses. The consolidation of the operations at our Blackthorn, U.K., facility with the operations in Hillcrest, U.K., is complete as of the date of this report and we expect to exit the leased facility before the end of the fourth quarter of fiscal 2024. Over the last year, we have continued to improve our infrastructure and worked to optimize our operating platform to support future growth. These improvements included investments in our information technology platforms, building program management functions to enhance management and communication with clients and multi-site programs, further enhancing client services and improving the client experience. We believe the actions taken and investments made in recent periods form a solid foundation upon which we can continue to build. However, there is no assurance that such actions will ultimately have the intended effects. In connection with the site optimizations noted above and other restructuring initiatives, we reduced our workforce. We also took steps to reduce our budgeted capital expenditures and certain forecasted expenses, including a reduction of nonessential travel and employee-related expenses among other efficiency-based reductions. Additionally, we identified and executed new strategies to improve the efficiency and cost effectiveness of the transportation of our products. In December 2023, we announced that we would be partnering with Vanguard Supply Chain Solutions LLC, a provider of our transportation services, to enable the in-house integration of our North American transportation operations. By taking direct control of our transportation operations, we believe we have achieved key efficiencies to strengthen internal operations, improve our outgoing supply chain, and bolster service and scientific continuity for clients. In the second quarter of fiscal 2024, we completed the in-house integration of our North American transportation operations as described above. During the three months ended June 30, 2024, t he Company worked on route optimization projects, which are designed for further efficiencies and cost reductions and is continuing to work on route optimization projects in the fourth quarter of fiscal 2024. The financial covenants under the Company's Credit Agreement include, among others, a requirement to not permit the consolidated debt to consolidated EBITDA of the Company to exceed certain leverage thresholds under the Credit Agreement. On June 2, 2024, the Company entered into the Fifth Amendment to the Credit Agreement, which provides that any charges or expenses attributable to or related to the Resolution and Plea Agreements may be added back to the Company’s consolidated EBITDA (up to $28,500) for purposes of the financial covenants under the Credit Agreement. As of the date of filing the Quarterly Report on Form 10-Q, due to the decrease in the Company's revenue during the three months ended June 30, 2024, the Company entered into the Sixth Amendment (as defined in Note 15 - Subsequent Events) to the Credit Agreement, which waives the testing of the secured leverage ratio and fixed charge coverage ratio financial covenants thereunder as of June 30, 2024. As a result of the unexpected shift in NHP demand as discussed in the Operational Update above, there is no assurance that the Company will experience an increase in revenue for the remainder of the 2024 fiscal year. If the Company's revenue and related operating margins do not increase, it would result in non-compliance with the financial covenants under the Credit Agreement beginning with the September 30, 2024 test date. If at the time the Company files its Annual Report on Form 10-K it reports a failure to comply with its financial covenants which remains unremedied for the period of time stipulated under the Credit Agreement, this would constitute an event of default under the Credit Agreement and the lenders may, among other remedies set out under the Credit Agreement, declare all or any portion of the outstanding principal amount of the borrowings plus accrued and unpaid interest to be immediately due and payable. Furthermore, if the lenders were to accelerate the loans under the Credit Agreement, such acceleration would constitute a default under our indenture governing the Company's Convertible Senior Notes (the "Notes") which, if not cured within 30 days following notice of such default from the trustee or holders of 25 percent of the Notes, would permit the trustee or such holders to accelerate the Notes. If the lenders accelerate the loans under the Credit Agreement, the Company does not believe its existing cash and cash equivalents, together with cash generated from operations, would be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned targeted capital expenditures, and repay the entirety of its outstanding senior term loans, repay the entirety of its outstanding Notes and repay the entirety of the $12,000 balance of the revolving credit facility in the next twelve months. Additionally, access to the revolver would be restricted and such funds would not be available to pay for any operating activities. Our evaluation of the Company's ability to continue as a going concern in accordance with U.S. generally accepted accounting principles entailed analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances in order to satisfy our obligations, including cash outflows for planned targeted capital expenditures, and to comply with minimum liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to its Credit Agreement for at least the next twelve months. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented and are outside of its control as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. After considering the factors outlined above, substantial doubt about our ability to continue as a going concern exists. We plan to continue our efforts to optimize our capital allocation and expense base, which reduced our cash expenses in the three and nine months ended June 30, 2024 compared to the three and nine months ended June 30, 2023, and which are expected to continue to reduce cash expenses in the remainder of fiscal 2024 and into fiscal 2025. Further, we have invested and plan to continue to invest in our DSA capacity and added to our service offerings in recent periods which we plan to utilize in order to support future revenue growth and margins. The Company also continues to collaborate with its lenders with regard to its current business conditions. The Company plans to request amendments to the Credit Agreement, which may include potential additional financial covenant requirements, in an effort to avoid an acceleration of the loans under the Credit Agreement prior to their existing maturity. In the event that the Company fails to comply with the requirements of the financial covenants set forth in the Credit Agreement, the Company has approximately 55 days subsequent to any fiscal quarter, and approximately 100 days subsequent to fiscal year-end to cure noncompliance (the "grace period"). Additionally, the Company has and may continue to seek additional financing and evaluate financing alternatives to meet its cash requirements for the next 12 months. There is no assurance that the Company’s lenders will agree to any amendment to the Credit Agreement, nor can there be any assurance that the Company would be able to raise additional capital, whether through selling additional equity or debt securities or obtaining a line of credit or other loan on terms acceptable to the Company or at all. Basis of Presentation The Company has prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP, and therefore should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. In the opinion of management, the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of the Company’s financial position at June 30, 2024. The results of operations for the three and nine months ended June 30, 2024 are not necessarily indicative of the results for the fiscal year ending September 30, 2024. Certain prior year amounts have been reclassified within the condensed consolidated statements of operations and the condensed consolidated statement of cash flows for consistency with the current year presentation. Specifically, depreciation expense has been combined with amortization of intangible assets. These reclassifications had no effect on the reported results of operations. Further, certain financing activities have been reclassified within the condensed consolidated statements of cash flows for consistency with the current year presentation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include, but are not limited to, management estimates in the calculation and timing of revenue recognition, pension liabilities, deferred tax assets and liabilities and the related valuation allowance. Although estimates are based upon management’s best estimate using historical experience, current events, and actions, actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Consolidation The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company, including all subsidiaries and prior to December 23, 2023, a variable interest entity (“VIE”) it previously consolidated in accordance with GAAP. During December 2023, the Company entered into a transition services agreement with Vanguard Supply Chain Solutions LLC, one of the Company's transportation providers, to enable the in-house integration of Inotiv’s North American transportation operations. Following this transaction, Inotiv was no longer required to consolidate this entity. The VIE has not materially impacted our net assets or net loss. The Company successfully completed the in-house integration of its North American transportation operations during the second fiscal quarter of 2024. 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 loss is presented on the condensed consolidated statements of operations. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the twelve months ended September 30, 2023, and there have been no material changes to those significant accounting policies. 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. The Company’s exposure to credit loss in the event that payment is not received for revenue recognized equals the outstanding trade receivables and contract assets less fees invoiced in advance.

REVENUE FROM CONTRACTS WITH CUS

REVENUE FROM CONTRACTS WITH CUSTOMERS	9 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE FROM CONTRACTS WITH CUSTOMERS	2. REVENUE FROM CONTRACTS WITH CUSTOMERS 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. RMS The RMS segment generates product revenue through the commercial production, procurement and sale of research models, diets and bedding and bioproducts. The RMS segment generates service revenue through Genetically Engineered Models and Services ("GEMS"), client-owned animal colony care, and health monitoring and diagnostics services related to research models. 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 condensed 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 Contract assets: Trade receivables $ 53,737 $ 77,618 Contract assets: Unbilled revenue 15,910 17,211 Contract liabilities: Customer deposits 22,374 36,689 Contract liabilities: Deferred revenue 16,321 18,933 When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approxima tely $10,807 and $10,220 of unpaid advanced client billings from both client receivables and deferred revenue as of June 30, 2024 and September 30, 2023, respectively. The Company expects a majority of deferred revenue to be recognized as revenue within twelve months. Changes in the contract asset and the contract liability balances during the nine months ended June 30, 2024 include the following: • Changes in the time frame for a right for consideration to become unconditional – approximately 79.0% of unbilled revenue as of September 30, 2023, was billed during the nine months ended June 30, 2024; and • Changes in the time frame for a performance obligation to be satisfied – approximately 75.0% of deferred revenue as of September 30, 2023, was recognized as revenue during the nine months ended June 30, 2024.

SEGMENT AND GEOGRAPHIC INFORMAT

SEGMENT AND GEOGRAPHIC INFORMATION	9 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHIC INFORMATION	3. SEGMENT AND GEOGRAPHIC INFORMATION Segment Information During the three and nine months ended June 30, 2024, the RMS segment reported intersegment revenue of $396 and $5,230, respectively, related to sales to the DSA segment. During the three and nine months ended June 30, 2023, the RMS segment reported intersegment revenue of $3,471 and $7,858, respectively, related to sales to the DSA segment. The following tables present revenue and other financial information by reportable segment: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenue DSA: Service revenue $ 43,086 $ 45,197 $ 131,951 $ 131,313 Product revenue 1,133 1,561 3,597 3,561 RMS: Service revenue 11,278 11,098 33,237 33,782 Product revenue 50,289 99,612 191,537 263,029 $ 105,786 $ 157,468 $ 360,322 $ 431,685 Operating Income (Loss) DSA $ 2,325 $ 4,182 $ 6,771 $ 8,478 RMS (7,447) 21,886 (32,973) (36,661) Unallocated Corporate (15,630) (17,285) (47,037) (55,737) $ (20,752) $ 8,783 $ (73,239) $ (83,920) Interest expense (12,116) (10,786) (34,568) (31,751) Other (expense) income (82) (12) 1,092 (1,345) Loss before income taxes $ (32,950) $ (2,015) $ (106,715) $ (117,016) Three Months Ended Nine Months Ended 2024 2023 2024 2023 Depreciation and amortization: DSA $ 4,488 $ 4,235 $ 13,260 $ 11,826 RMS 9,401 9,629 28,781 28,291 Unallocated Corporate 230 — 483 — $ 14,119 $ 13,864 $ 42,524 $ 40,117 Capital expenditures: DSA $ 1,390 2,403 $ 4,594 $ 9,667 RMS 3,031 2,081 12,421 11,657 $ 4,421 $ 4,484 $ 17,015 $ 21,324 Geographic Information The following represents revenue originating in entities physically located in the identified geographic area: Three Months Ended Nine Months Ended 2024 2023 2024 2023 United States $ 89,707 $ 132,265 $ 303,905 $ 361,254 Netherlands 8,545 15,682 36,331 42,426 Other 7,534 9,521 20,086 28,005 $ 105,786 $ 157,468 $ 360,322 $ 431,685 Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: June 30, September 30, 2024 2023 United States $ 171,036 $ 178,021 Netherlands 6,600 6,656 Other 12,067 6,391 $ 189,703 $ 191,068

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATIONS	4. BUSINESS COMBINATIONS 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. Histion Acquisition On April 25, 2022, the Company completed the acquisition of Histion, LLC (“Histion”), which was a strategic element of the Company’s expansion of its specialized pathology services. Consideration for the Histion acquisition consisted of (i) $950 in cash, subject to working capital adjustments, (ii) 17,618 of the Company’s common shares valued at $364 based on the closing stock price of the Company’s common shares as reported by Nasdaq on the closing date and (iii) unsecured subordinated promissory notes payable to the former shareholders of Histion in an aggregate principal amount of $433. Protypia Acquisition On July 7, 2022, the Company entered into a Stock Purchase Agreement with Protypia, Inc. (“Protypia”), which was a strategic element of the Company’s expansion of its mass spectrometry-based bioanalytical offerings, providing for the acquisition by the Company of all of the outstanding stock of Protypia on that date. Consideration for the Protypia stock consisted of (i) $9,460 in cash, subject to certain adjustments, (ii) 74,997 of the Company's common shares valued at $806 based on the opening stock price of the Company’s common shares as reported by Nasdaq on the closing date and (iii) $600 in seller notes. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: July 7, 2022 Assets acquired and liabilities assumed: Goodwill 6,002 Intangible assets 5,600 Other liabilities, net (84) Deferred tax liabilities (652) $ 10,866 Intangible assets primarily relate to client relationships and technology associated with the ability to perform specialized protein and peptide mass spectrometry analysis. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 8.1 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. Goodwill, which is derived from the enhanced scientific expertise 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. 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 Protypia acquisition as a result of book-to-tax differences primarily related to the intangible assets.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	5. INTANGIBLE ASSETS The following table displays intangible assets, net by major class: June 30, 2024 Carrying Accumulated Carrying Client relationships $ 317,026 $ (75,585) $ 241,441 Intellectual property 56,362 (17,077) 39,285 Other 4,837 (3,023) 1,814 $ 378,225 $ (95,685) $ 282,540 September 30, 2023 Carrying Accumulated Carrying Client relationships $ 316,820 $ (54,711) $ 262,109 Intellectual property 56,337 (12,234) 44,103 Other 4,837 (2,621) 2,216 $ 377,994 $ (69,566) $ 308,428 The decrease in intangible assets, net during the nine months ended June 30, 2024 related to amortization over the applicable useful lives, partially offset by the impact of foreign exchange rates.

DEBT

DEBT	9 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
DEBT	DEBT Long-term debt as of June 30, 2024 and September 30, 2023 is detailed in the table below. June 30, 2024 September 30, 2023 Seller Note – Bolder BioPath (Related party) $ 432 $ 602 Seller Note – Preclinical Research Services 484 541 Seller Payable - Orient BioResource Center 3,690 3,649 Seller Note – Histion (Related party) 120 229 Seller Note – Protypia (Related party) — 400 Economic Injury Disaster Loan — 140 Convertible Senior Notes 115,296 110,651 Term Loan Facility, DDTL and Incremental Term Loans 274,048 272,930 Total debt before unamortized debt issuance costs $ 394,070 $ 389,142 Less: Debt issuance costs not amortized (11,623) (11,397) Total debt, net of unamortized debt issuance costs $ 382,447 $ 377,745 Less: Current portion (378,550) (7,950) Total Long-term debt $ 3,897 $ 369,795 As of the date of filing the Quarterly Report on Form 10-Q, due to the decrease in the Company's revenue during the three months ended June 30, 2024, the Company entered into the Sixth Amendment (as defined in Note 15 - Subsequent Events) to the Credit Agreement, which waives the testing of the secured leverage ratio and fixed charge coverage ratio financial covenants thereunder as of June 30, 2024. As a result of the unexpected shift in NHP demand as discussed in the Operational Update above, there is no assurance that the Company will experience an increase in revenue for the remainder of the 2024 fiscal year. If the Company's revenue and related operating margins do not increase, it would result in non-compliance with the financial covenants under the Credit Agreement beginning with the September 30, 2024 test date. If at the time the Company files its Annual Report on Form 10-K it reports a failure to comply with its financial covenants which remains unremedied for the period of time stipulated under the Credit Agreement, this would constitute an event of default under the Credit Agreement and the lenders may, among other remedies set out under the Credit Agreement, declare all or any portion of the outstanding principal amount of the borrowings plus accrued and unpaid interest to be immediately due and payable. Furthermore, if the lenders were to accelerate the loans under the Credit Agreement, such acceleration would constitute a default under our indenture governing the Company's Convertible Senior Notes (the "Notes") which, if not cured within 30 days following notice of such default from the trustee or holders of 25 percent of the Notes, would permit the trustee or such holders to accelerate the Notes. Refer to Note 1 - Description of the Business and Basis of Presentation for the Company's Operational Update and the Company's analysis of Liquidity and Going Concern. Revolving Credit Facility As of June 30, 2024 and September 30, 2023, the Company had no outstanding balance on the revolving credit facility. Refer to the statements of cash flows for information related to payments on the revolving credit facility during the nine months ended June 30, 2023. As of the date of this report, there is a $12,000 balance under the revolving credit facility. Significant Transactions On October 12, 2022, the Company drew its $35,000 delayed draw term loan (the “Additional DDTL”) allowed under the First Amendment to the Credit Agreement (“First Amendment”). A portion of the proceeds was used to repay the $15,000 balance on the Company’s revolving credit facility, while the remaining amount was drawn to fund a portion of the Company’s capital expenditures in fiscal year 2022 and those planned for fiscal year 2023. On December 29, 2022 and January 9, 2023, the Company, the lenders party thereto, and Jefferies Finance LLC, as administrative agent (the “Agent”), entered into the Second and Third Amendments, respectively, to the Credit Agreement. Refer below for further information related to those amendments. On May 14, 2024 and June 2, 2024, the Company, the lenders party thereto, and the Agent, entered into the Fourth and Fifth Amendments, respectively, to the Credit Agreement. Refer below for further information related to those amendments. Absent the Sixth Amendment (as defined in Note 15 - Subsequent Events), the Company would not have complied with its financial covenants under the Credit Agreement and the Company believes that if it does not see an increase in revenue, and related operating margins, it is probable that the Company will fail its financial covenants within twelve months of the balance sheet date. As a result, we have classified the Term Loan Facility, DDTL and Incremental Term Loans (each as defined below) and the Notes as current. Refer to Note 1 - Description of the Business and Basis of Presentation for the Company's Operational Update and the Company's analysis of Liquidity and Going Concern. Term Loan Facility, DDTL and Incremental Term Loans Below are the weighted-average effective interest rates for the loans available under the Credit Agreement (as defined below): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Effective interest rates: Term Loan 11.67 % 10.25 % 11.43 % 10.29 % Initial DDTL 11.66 % 10.22 % 11.41 % 10.31 % Additional DDTL 11.78 % 10.35 % 11.54 % 10.47 % Credit Agreement On November 5, 2021, the Company, certain subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and the Agent, entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility (the "Term Loan") 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) (the “Initial DDTL” and together with the Additional DDTL, the “DDTL”) 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 could have elected 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 accrued 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 had to be a minimum of 1.00%. The initial adjusted LIBOR rate of interest was the LIBOR rate plus 6.25%. Adjusted prime rate loans accrued 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 was the prime rate plus 5.25%. 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. Voluntary prepayments were subject to a 1.00% prepayment premium if made on or prior to November 5, 2023 and other breakage penalties, as defined in the Credit Agreement. Voluntary prepayments made after November 5, 2023 are not subject to any prepayment premium. The Company is required to maintain a Secured Leverage Ratio of not more than 4.25 to 1.00 for the Company's fiscal quarters through the fiscal quarter ended June 30, 2023, 3.75 to 1.00 beginning with the Company’s fiscal quarter ending September 30, 2023, and 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 was 1.00 to 1.00 during the first year of the Credit Agreement and is 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. On January 7, 2022, the Company drew $35,000 on the Initial DDTL. Amounts outstanding under the Initial DDTL accrued 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 was the LIBOR rate plus 6.25%. The Term Loan and the Initial DDTL will mature on November 5, 2026. First Amendment to Credit Agreement On January 27, 2022, the Company, Subsidiary Guarantors, the lenders party thereto, and the Agent entered into the First Amendment to the existing Credit Agreement. The First 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 the Additional DDTL in the original principal amount of $35,000, which amount is available to be drawn up to 24 months from the date of the First Amendment. The Incremental Term Loans and any amounts borrowed under the Additional 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, and on October 12, 2022, the Company borrowed the full $35,000 under the Additional DDTL. Amounts outstanding under the Additional Term Loans accrued 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 was the LIBOR rate plus 6.25%. The Additional Term Loans require annual principal payments in an amount equal to 1.00% of the original principal amount. Voluntary prepayments of the Additional Term Loans were subject to a 1.00% prepayment premium if made on or prior to November 5, 2023 and other breakage penalties, as defined in the Credit Agreement. Voluntary prepayments made after November 5, 2023 are not subject to any prepayment premium. 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. Second Amendment to Credit Agreement On December 29, 2022, the Company, the Subsidiary Guarantors, the lenders party thereto, and the Agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment provided for, among other things, an extension of the deadline for the Company 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 Company satisfied these requirements by the extended deadline. The Second Amendment added 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 could have elected 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. Term SOFR loans accrued 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 could 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 could 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 0.50% , (b) the Agent’s prime rate and (c) Adjusted Term SOFR for a one-month tenor plus 1.00% (the “Second Amendment Alternate Base Rate”); provided that, the Second Amendment Alternate Base Rate could 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, 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 provided 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. The Company timely satisfied each of these requirements. Third Amendment to Credit Agreement 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. 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 $10,000 . Under the Third Amendment, the Company may elect to borrow on each of the loan facilities accruing interest at either an adjusted Term SOFR or an alternate base rate of interest. 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, 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 0.50%, (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 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. Fourth Amendment to Credit Agreement On May 14, 2024, the Company, the Subsidiary Guarantors and the lenders party thereto entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment provided that any charges or expenses attributable to or related to an agreement in principle (subsequently replaced by the Resolution and Plea Agreements) could be added back to the Company’s Consolidated EBITDA (up to $26,500) for purposes of the financial covenants under the Credit Agreement. The fee consideration payable by the Company for each consenting lender party to the Fourth Amendment is 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. Fifth Amendment to Credit Agreement On June 2, 2024 , the Company, the Subsidiary Guarantors and the lenders party thereto entered into a Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment, among other changes, permits charges or expenses attributable to or related to the Resolution Agreement and the Plea Agreement to be added back to the Company’s Consolidated EBITDA in an amount up to $28,500 ; excludes any direct effects to the Company resulting from the Resolution Agreement and the Plea Agreement from being deemed a material adverse effect under the Credit Agreement; permits liens on the Company and certain subsidiaries in favor of DOJ in connection with the Resolution Agreement and the Plea Agreement; provides that certain uncured or unwaived breaches of the terms and conditions of the Resolution Agreement and the Plea Agreement shall be considered an event of default under the Credit Agreement; and enables the lenders to cause, at their discretion, material foreign subsidiaries to be joined as guarantors of the Company’s obligations under the Credit Agreement. The fee consideration payable by the Company for each consenting lender party to the Fifth Amendment is 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. Acquisition-related Debt (Seller Notes) 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 Pre-Clinical Research Services, Inc. ("PCRS"), the Company issued an unsecured subordinated promissory note payable to the PCRS seller in the initial principal amount of $800. The promissory note bears interest at a rate of 4.50% per annum with monthly payments of principal and interest and a maturity date of December 1, 2024. As part of the acquisition of Bolder BioPATH, the Company issued unsecured subordinated promissory notes payable to the former shareholders of Bolder BioPATH in an aggregate principal amount of $1,500. As part of the working capital adjustment in March 2022, a reduction of the promissory note of $470 was recorded. The promissory notes bear interest at a rate of 4.50% per annum, with monthly payments of principal and interest and a maturity date of May 1, 2026. As part of the acquisition of Plato BioPharma, Inc. ("Plato"), 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 bore interest at a rate of 4.50% per annum, with monthly payments of principal and interest and a maturity date of June 1, 2023. The promissory notes were paid in full as of June 1, 2023. As part of the acquisition of Orient BioResource Center, Inc. ("OBRC"), the Company agreed to leave in place a payable owed by OBRC to Orient Bio, Inc. (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 was originally required to be paid to the Seller 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. On April 4, 2023, the Company and the Seller entered into a First Amendment to extend the maturity date of the payable to July 27, 2024. On May 24, 2024, the Company and the Seller entered into a Second Amendment to extend the maturity date of the payable to July 27, 2025. Further, beginning on July 27, 2024, the note bears interest at a rate of 4.60% per annum. Accrued interest and principal will be paid at the maturity date. Neither the first nor the second amendment to the payable affected the rights and remedies of any party under the stock purchase agreement, nor did either alter, modify or amend or in any way affect any of the terms and conditions, obligations, covenants or agreements contained in the stock purchase agreement. As part of the acquisition of Histion, 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 4.50% per annum, with monthly payments of principal and interest and a maturity date of April 1, 2025. As part of the acquisition of 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 4.50% per annum, with monthly interest payments, as well as principal payments on July 7, 2023 and on the maturity date, January 7, 2024. These notes were paid in full on 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 June 30, 2024 and September 30, 2023, there were $3,468 and $4,172, respectively, in unamortized debt issuance costs related to the Notes. For the three months ended June 30, 2024, the total interest expense was $2,948, including coupon interest expense of $1,131, accretion expense of $1,580, and the amortization of debt discount and issuance costs of $237. During the three months ended June 30, 2023, the total interest expense was $2,726, including coupon interest expense of $1,071, accretion expense of $1,436, and the amortization of debt discount and issuance costs of $219. For the nine months ended June 30, 2024, the total interest expense was $8,755, including coupon interest expense of $3,406, accretion expense of $4,645, and the amortization of debt discount and issuance costs of $704. During the nine months ended June 30, 2023, the total interest expense was $8,229, including coupon interest expense of $3,371, accretion expense of $4,200, and the amortization of debt discount and issuance costs of $658. 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 130.00% 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 Gua
INCOME TAXES	13. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. The Company records valuation allowances based on a determination of the expected realization of tax assets. The Company’s effective tax rates for the three months ended June 30, 2024 and 2023 were 20.8% and 118.1%, respectively. For the three months ended June 30, 2024, the Company’s effective tax rate was primarily driven by a change in the Company's forecasted loss before income taxes. For the three months ended June 30, 2023, the Company’s effective tax rate was driven by a change in the Company's forecasted loss before income taxes, resulting in a catch up adjustment. The Company’s effective tax rates for the nine months ended June 30, 2024 and 2023 were 15.7% and 17.8%, respectively. For the nine months ended June 30, 2024, the Company’s effective tax rate was primarily driven by unfavorable permanent items related to the Resolution and Plea Agreements and valuation allowance adjustments. For the nine months ended June 30, 2023, the Company’s effective tax rate was primarily related to the impact of non-deductible goodwill impairment and other discrete adjustments. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The Company measures the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that it believes is more likely than not to be realized upon settlement of the position. As of June 30, 2024, the Company had no material liability for uncertain tax positions. The Company records interest and penalties accrued in relation to the uncertain income tax position as a component of income tax expense (benefit). Any changes in the liability for the uncertain tax position would impact the effective tax rate. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and foreign jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities. State and other income tax returns are generally subject to examination for a period of three to five years after the filing of the respective returns. The Company is no longer subject to U.S. federal tax examinations for years before 2020 or state and local tax examinations for years before 2019, with limited exceptions. For federal purposes, the tax attributes carried forward could be adjusted through the examination process and are subject to examination three years from the date of utilization.

SUPPLEMENTAL BALANCE SHEET INFO

SUPPLEMENTAL BALANCE SHEET INFORMATION	9 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL BALANCE SHEET INFORMATION	7. SUPPLEMENTAL BALANCE SHEET INFORMATION Trade receivables and contract assets, net consisted of the following: June 30, September 30, 2024 2023 Trade receivables $ 53,737 $ 77,618 Unbilled revenue 15,910 17,211 Total 69,647 94,829 Less: Allowance for credit losses (5,780) (7,446) Trade receivables and contract assets, net of allowances for credit losses $ 63,867 $ 87,383 Inventories, net consisted of the following: June 30, September 30, 2024 2023 Raw materials $ 2,071 $ 2,259 Work in progress 78 124 Finished goods 4,483 4,439 Research Model Inventory 34,866 52,524 Total 41,498 59,346 Less: Obsolescence reserve (2,814) (3,244) Inventories, net $ 38,684 $ 56,102 Prepaid expenses and other current assets consisted of the following: June 30, September 30, 2024 2023 Advances to suppliers $ 19,949 $ 19,247 Prepaid research models 3,509 4,300 Income tax receivable 2,545 1,813 Note receivable 1,280 1,226 Other 4,965 6,822 Prepaid expenses and other current assets $ 32,248 $ 33,408 The composition of other assets is as follows: June 30, September 30, 2024 2023 Long-term advances to suppliers $ 6,033 $ 3,681 Funded status of defined benefit plan 3,181 3,036 Other 4,396 3,362 Other assets $ 13,610 $ 10,079 Accrued expenses and other current liabilities consisted of the following: June 30, September 30, 2024 2023 Accrued compensation $ 7,552 $ 12,966 Non-income taxes 5,268 4,596 Accrued interest 2,488 2,975 Other 7,756 5,239 Resolution and Plea Agreements (Note 1) 5,000 — Accrued expenses and other current liabilities $ 28,064 $ 25,776 The composition of fees invoiced in advance is as follows: June 30, September 30, 2024 2023 Customer deposits $ 22,374 $ 36,689 Deferred revenue 16,321 18,933 Fees invoiced in advance $ 38,695 $ 55,622 The composition of other liabilities is as follows: June 30, September 30, 2024 2023 Long-term client deposits $ 17,000 $ 5,250 Other 912 1,123 Resolution and Plea Agreements (Note 1) 17,000 — Other liabilities $ 34,912 $ 6,373

DEFINED BENEFIT PLAN

DEFINED BENEFIT PLAN	9 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
DEFINED BENEFIT PLAN	8. DEFINED BENEFIT PLAN The Company has a defined benefit plan in the U.K., the Harlan Laboratories UK Limited Occupational Pension Scheme (the "Pension Plan"), which operated through April 2012. As of April 30, 2012, the accumulation of plan benefits of employees in the Pension Plan was permanently suspended and therefore the Pension Plan was curtailed. During the year ending September 30, 2024, the Company expects to contribute $0 to the Pension Plan. As of June 30, 2024, the funded status of the defined benefit plan obligation of $3,181 is included in other assets (non-current) in the condensed consolidated balance sheets. Net periodic expense is included in the statements of operations in general and administrative expenses. The following table provides the components of net periodic benefit costs for the Pension Plan, which is included in general and administrative expenses in the condensed consolidated statements of operations. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Components of net periodic expense: Interest cost $ 185 $ 187 $ 551 $ 551 Expected return on assets (196) (203) (585) (600) Amortization of prior loss (36) (39) (106) (114) Net periodic expense $ (47) $ (55) $ (140) $ (163)

OTHER OPERATING EXPENSE

OTHER OPERATING EXPENSE	9 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
OTHER OPERATING EXPENSE	9. OTHER OPERATING EXPENSE Other operating expense consisted of the following: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Acquisition and integration costs $ — $ 105 $ 70 $ 1,193 Restructuring costs 1 457 1,303 2,859 3,309 Startup costs 772 1,781 2,569 5,567 Remediation costs 231 857 883 1,997 Other costs 2,442 2,215 4,780 2,646 Resolution and Plea Agreements 2 2,000 — 28,500 — $ 5,902 $ 6,261 $ 39,661 $ 14,712 1 Restructuring costs represent costs incurred in connection with the Company's site closures, site optimization strategy and the in-house integration of Inotiv’s North American transportation operations as discussed in Note 10 – Restructuring and Assets Held for Sale and Note 1 - Description of Business and Basis of Presentation. 2 Refer to Note 1 - Description of Business and Basis of Presentation for further discussion of the Resolution and Plea Agreements

RESTRUCTURING AND ASSETS HELD F

RESTRUCTURING AND ASSETS HELD FOR SALE	9 Months Ended
	Jun. 30, 2024
Restructuring And Assets Held For Sale [Abstract]
RESTRUCTURING AND ASSETS HELD FOR SALE	10. RESTRUCTURING AND ASSETS HELD FOR SALE During June 2022, the Company approved and announced a plan to close its facility in Cumberland, Virginia. Further, the Company’s restructuring and site optimization plan includes the following sites, which were identified for relocation of operations: Dublin, Virginia, Gannat, France, Blackthorn, U.K., RMS St. Louis, Missouri, Spain, Boyertown, Pennsylvania, and Haslett, Michigan. For the three and nine months ended June 30, 2024 and 2023, the Company incurred immaterial expenses that qualify as exit and disposal costs under GAAP, and does not expect further material charges as a result of the closures and planned site consolidations. Exit and disposal costs were charged to other operating expense. Further, as of June 30, 2024 and 2023, the liability balance for exit and disposal costs that qualify as employee-related exit and disposal costs was $403 and $654, respectively. Cumberland and Dublin 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 restructuring and site optimization plan. The Cumberland facility exit was also a part of the settlement, as further described in Note 14 – Contingencies. The Cumberland facility exit was completed in September 2022 and initially met the criteria for assets held for sale as of March 31, 2023. Further, in connection with this conclusion, the Company determined that the carrying value exceeded the fair value of the real property at the Cumberland facility less costs to sell. As a result, asset impairment charges of $213 and $891 were recorded within the RMS reportable segment during the three and nine months ended June 30, 2023. The Cumberland facility was sold in June 2024. The Dublin facility transition was completed in November 2022 and initially met the criteria for assets held for sale as of December 31, 2023. The Dublin facility was sold in March 2024. The operations at both the Cumberland facility and the Dublin facility were within the RMS reporting segment. Gannat, Blackthorn, Spain and RMS St. Louis As of March 31, 2023, the Company completed its consultation with employee representatives at the Gannat and Blackthorn facilities and the closures of both facilities were approved. The consolidation of operations at Gannat with the operations in Horst, the Netherlands was completed in June 2023 and initially met the criteria for assets held for sale as of June 30, 2023. The Gannat facility was sold in December 2023. As of June 30, 2023, the real property of the Blackthorn facility initially met the criteria for assets held for sale. The Blackthorn facility sold in February 2024, which the Company is leasing back until the operations are relocated to its Hillcrest, U.K. site. The consolidation of the operations at our Blackthorn, U.K., facility with the operations in Hillcrest, U.K., is complete as of the date of this report and we expect to exit the leased facility before the end of the fourth quarter of fiscal 2024. In July 2023, the Company decided to close its Spain facility. The exit of the facility in Spain was completed in September 2023 and initially met the criteria for assets held for sale as of September 30, 2023. The facility in Spain was sold in November 2023. The leased RMS St. Louis facility closed in June 2023 and the GEMS operations at the RMS St. Louis facility were relocated to the DSA St. Louis facility and other operational facilities. The operations at the Gannat, Blackthorn, Spain and RMS St. Louis facilities were within the RMS reportable segment. Boyertown and Haslett Prior to the acquisition of Envigo, the Boyertown and Haslett facilities were identified for relocation of operations to the Denver, Pennsylvania facility. The exits of the Boyertown and Haslett facilities were completed in March 2023 and both facilities initially met the criteria for assets held for sale as of March 31, 2023. The Boyertown facility was sold in September 2023. The facility in Haslett was sold during April 2024. Israel As of December 31, 2022, the assets and liabilities related to the Israel RMS and Israel CRS businesses (the “Israeli Businesses”) initially met the held for sale criteria and, in August 2023, the Company sold its ownership interest in the Israeli Businesses, which were previously reflected in the RMS reportable segment. Consideration for the sale consisted of (i) $1,000 in cash, (ii) an excess cash adjustment of $316, (iii) real property valued at $3,700, and (iv) a promissory note receivable in the aggregate amount of $2,453. The promissory note bears interest at a rate of 5.00% per annum, with quarterly payments of interest and principal payments on the first anniversary of the closing date and at maturity on August 29, 2025. The sale included the Company’s 100.00% ownership in Israel RMS and Israel RMS’s 62.50% ownership interest in Israel CRS. Prior to the sale, the management team owned a 37.50% non-controlling ownership position in Israel CRS.

LEASES

LEASES	9 Months Ended
	Jun. 30, 2024
Leases [Abstract]
LEASES	11. LEASES The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company recognizes lease expense for the leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land that the Company uses to conduct its operations. Facilities leases range in duration from one Equipment leases provide for office equipment, laboratory equipment or services the Company uses to conduct its operations. Equipment leases range in duration from 21 to 84 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options. ROU lease assets and operating lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows: June 30, 2024 September 30, 2023 Operating ROU assets, net $ 45,216 $ 38,866 Current portion of operating lease liabilities 11,439 10,282 Long-term operating lease liabilities 35,899 29,614 Total operating lease liabilities $ 47,338 $ 39,896 During the three and nine months ended June 30, 2024, the Company had operating lease amortization of $2,191 and $6,546, respectively. During the three and nine months ended June 30, 2023, the Company had operating lease amortization of $2,067 and $6,469, 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 leases for the three and nine months ended June 30, 2024 and 2023 were: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease costs: Fixed operating lease costs $ 3,448 $ 2,800 $ 10,042 $ 8,714 Short-term lease costs — 41 — 103 Lease income (753) (794) (2,311) (2,278) Total operating lease cost $ 2,695 $ 2,047 $ 7,731 $ 6,539 The Company serves as lessor to a lessee in six facilities. The gross rental income and underlying lease expense are presented net in the Company’s condensed consolidated statements of operations. The gross rent receivables and underlying lease liabilities are presented gross in the Company’s condensed consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Nine Months Ended 2024 2023 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,906 $ 8,397 Non-cash lease activity: ROU assets obtained in exchange for new operating lease liabilities $ 12,858 $ 15,938 The weighted average remaining lease term and discount rate for the Company’s operating leases as of June 30, 2024 and 2023 were: June 30, 2024 June 30, 2023 Weighted-average remaining lease term (in years) Operating lease 8.83 6.26 Weighted-average discount rate (in percentages) Operating lease 11.92 % 7.98 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of June 30, 2024, maturities of operating lease liabilities for each of the following five fiscal years and a total thereafter were as follows: Operating Leases 2024 (remainder of fiscal year) $ 3,147 2025 10,159 2026 10,340 2027 8,375 2028 6,859 Thereafter 47,846 Total minimum future lease payments 86,726 Less interest (39,388) Total lease liability 47,338
LEASES	11. LEASES The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company recognizes lease expense for the leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land that the Company uses to conduct its operations. Facilities leases range in duration from one Equipment leases provide for office equipment, laboratory equipment or services the Company uses to conduct its operations. Equipment leases range in duration from 21 to 84 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options. ROU lease assets and operating lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows: June 30, 2024 September 30, 2023 Operating ROU assets, net $ 45,216 $ 38,866 Current portion of operating lease liabilities 11,439 10,282 Long-term operating lease liabilities 35,899 29,614 Total operating lease liabilities $ 47,338 $ 39,896 During the three and nine months ended June 30, 2024, the Company had operating lease amortization of $2,191 and $6,546, respectively. During the three and nine months ended June 30, 2023, the Company had operating lease amortization of $2,067 and $6,469, 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 leases for the three and nine months ended June 30, 2024 and 2023 were: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease costs: Fixed operating lease costs $ 3,448 $ 2,800 $ 10,042 $ 8,714 Short-term lease costs — 41 — 103 Lease income (753) (794) (2,311) (2,278) Total operating lease cost $ 2,695 $ 2,047 $ 7,731 $ 6,539 The Company serves as lessor to a lessee in six facilities. The gross rental income and underlying lease expense are presented net in the Company’s condensed consolidated statements of operations. The gross rent receivables and underlying lease liabilities are presented gross in the Company’s condensed consolidated balance sheets. Supplemental cash flow information related to leases was as follows: Nine Months Ended 2024 2023 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,906 $ 8,397 Non-cash lease activity: ROU assets obtained in exchange for new operating lease liabilities $ 12,858 $ 15,938 The weighted average remaining lease term and discount rate for the Company’s operating leases as of June 30, 2024 and 2023 were: June 30, 2024 June 30, 2023 Weighted-average remaining lease term (in years) Operating lease 8.83 6.26 Weighted-average discount rate (in percentages) Operating lease 11.92 % 7.98 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of June 30, 2024, maturities of operating lease liabilities for each of the following five fiscal years and a total thereafter were as follows: Operating Leases 2024 (remainder of fiscal year) $ 3,147 2025 10,159 2026 10,340 2027 8,375 2028 6,859 Thereafter 47,846 Total minimum future lease payments 86,726 Less interest (39,388) Total lease liability 47,338

INCOME TAXES

INCOME TAXES	9 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. The Company records valuation allowances based on a determination of the expected realization of tax assets. The Company’s effective tax rates for the three months ended June 30, 2024 and 2023 were 20.8% and 118.1%, respectively. For the three months ended June 30, 2024, the Company’s effective tax rate was primarily driven by a change in the Company's forecasted loss before income taxes. For the three months ended June 30, 2023, the Company’s effective tax rate was driven by a change in the Company's forecasted loss before income taxes, resulting in a catch up adjustment. The Company’s effective tax rates for the nine months ended June 30, 2024 and 2023 were 15.7% and 17.8%, respectively. For the nine months ended June 30, 2024, the Company’s effective tax rate was primarily driven by unfavorable permanent items related to the Resolution and Plea Agreements and valuation allowance adjustments. For the nine months ended June 30, 2023, the Company’s effective tax rate was primarily related to the impact of non-deductible goodwill impairment and other discrete adjustments. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The Company measures the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that it believes is more likely than not to be realized upon settlement of the position. As of June 30, 2024, the Company had no material liability for uncertain tax positions. The Company records interest and penalties accrued in relation to the uncertain income tax position as a component of income tax expense (benefit). Any changes in the liability for the uncertain tax position would impact the effective tax rate. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and foreign jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities. State and other income tax returns are generally subject to examination for a period of three to five years after the filing of the respective returns. The Company is no longer subject to U.S. federal tax examinations for years before 2020 or state and local tax examinations for years before 2019, with limited exceptions. For federal purposes, the tax attributes carried forward could be adjusted through the examination process and are subject to examination three years from the date of utilization.

CONTINGENCIES

CONTINGENCIES	9 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	14. CONTINGENCIES 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 non-exempt 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. On June 2, 2023, Envigo RMS and the plaintiff signed a Memorandum of Understanding (“MOU”) that sets forth the parties’ intent to settle these matters for $795 which includes attorneys’ fees. The MOU provides that the parties will negotiate and enter into a definitive settlement agreement, which will be subject to court approval. The MOU contains no admission of liability or wrongdoing by Envigo RMS. The MOU provides that, if the settlement is approved by the court, the settlement amount would be paid in four quarterly installments, with the first one to be funded after the court’s final approval of the settlement, and the following ones in the three subsequent quarters. The parties are in the process of finalizing the long-form settlement agreement. While the timeline for final court approval is not yet determined, the Company took a reserve equal to the proposed settlement amount, which is included in accrued expenses and other current liabilities. 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 “Exchange 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 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 Exchange 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. On January 27, 2023, the defendants filed a motion to dismiss the amended complaint. That motion was fully briefed by April 28, 2023. On March 29, 2024, the Court issued a decision denying, in part, Defendants’ motion to dismiss. The case is now in discovery. 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. We cannot reasonably estimate the maximum potential exposure or the range of possible loss for this matter. 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 “Grobler Derivative 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 “Burkhart Derivative Action,” and together with the Grobler Derivative Action, the “Federal Derivative Actions”). The Federal Derivative Actions collectively assert claims for breach of fiduciary duty, abuse of control, gross mismanagement, and waste of corporate assets, as well as violations of Sections 10(b), 14(a), and 21D of the Securities Exchange Act of 1934 arising out of the Company’s acquisition of Envigo and its regulatory compliance. The Court entered orders on November 15, 2022 and May 8, 2023 in the Grobler and Burkhart Derivative Actions, respectively, staying each Action pending a resolution of a motion to dismiss in the securities class action. The stays expired following the March 29, 2024 decision on the motion to dismiss in the securities class action. The Court consolidated the Federal Derivative Actions on April 24, 2024, and Plaintiffs filed a consolidated complaint on June 24, 2024. The parties have jointly moved the Court to stay litigation. That motion is currently pending. While the Company cannot predict the outcome of these matters, the Company believes the consolidated Federal Derivative Actions to be without merit and plans to vigorously defend itself. We cannot reasonably estimate the maximum potential exposure or the range of possible loss for any of these matters. On April 20, 2023, a purported shareholder derivative lawsuit was filed in the State of Indiana Tippecanoe County Circuit Court, 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 Whitfield v. Gregory C. Davis, et al., Case No. 79C01-2304-PL-000048 (Tippecanoe Circuit Court) (the “Whitfield Derivative Action”). On June 2, 2023, an additional shareholder derivative lawsuit was filed in the Indiana Commercial Court of Marion County, naming Robert W. Leasure, Beth A. Taylor, Carmen Wilbourn, 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 Castro v. Robert W. Leasure, et al., Case No. 49D01-2306-PL-022213 (Marion Superior Court 1) (the “Castro Derivative Action,” and together with the Whitfield Derivative Action, the “State Derivative Actions”). The State Derivative Actions collectively assert claims for breach of fiduciary duty, unjust enrichment, aiding and abetting breach of fiduciary duty, and waste of corporate assets arising out of the Company’s acquisition of Envigo and its regulatory compliance, and the Company’s non-human primate business. On August 24, 2023, the Castro Derivative Action was transferred to the Tippecanoe County Circuit Court and consolidated with the Whitfield Derivative Action. The consolidated State Derivative Actions are currently stayed. While the Company cannot predict the outcome of these matters, the Company believes the consolidated State Derivative Actions to be without merit and plans to vigorously defend itself. We cannot reasonably estimate the maximum potential exposure or the range of possible loss for any of these matters. 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 The Company is subject to and/or involved in various government investigations, inquiries and actions, including those described below. Given their inherent uncertainty, except as otherwise noted, the Company cannot predict the duration or outcome of the pending matters described below. An adverse outcome of any of the following matters could have a material adverse impact on the Company’s operations, financial condition, operating results and cash flows. 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. In 2022, Envigo Global Services, Inc. ("EGSI") and Inotiv received grand jury subpoenas and other requests from the U.S. Attorney’s Office for the Western District of Virginia (“USAO-WDVA”) for documents and information related to the companies’ compliance with the Animal Welfare Act (“AWA”), the Clean Water Act (“CWA”), the Virginia State Water Control Law and local pretreatment requirements from January 2017 to present. On July 23, 2023, EGSI and Inotiv received a grand jury subpoena from USAO-WDVA for documents related to the Cumberland facility’s compliance with the Clean Air Act, Virginia Air Pollution Control Laws and Regulations, and local requirements from January 1, 2017 to present. Also on July 23, 2023, Inotiv received a grand jury subpoena from USAO-WDVA for documents and information related to the Company’s Alice, Texas facilities’ compliance with the CWA, the Texas State Water Control Law, and local pretreatment requirements from January 1, 2020 to present. Certain current and former employees have also received subpoenas for testimony and documents related to these matters. On June 3, 2024, the Company reached agreement to resolve this criminal investigation by the DOJ and other federal and state law enforcement agencies as to the Company, EGSI and Envigo RMS. In connection with such resolution, the Company and its related entities have entered into a Resolution Agreement (the “Resolution Agreement”) with the DOJ and the USAO-WDVA, and Envigo RMS and EGSI have entered into a Plea Agreement (the “Plea Agreement”) with the DOJ and the USAO-WDVA. On June 3, 2024, before the United States District Court for the Western District of Virginia, Envigo RMS pleaded guilty to one misdemeanor count of conspiracy to violate the Animal Welfare Act and EGSI pleaded guilty to one felony count of conspiracy to violate the Clean Water Act. While the terms of the resolution are subject to Court approval at a sentencing hearing, which is currently scheduled for October 7, 2024, the obligations of the Company, EGSI, and Envigo RMS under the Resolution Agreement, the Plea Agreement and related documents apply beginning on the date of execution of June 3, 2024. As previously disclosed, on May 19, 2022, a civil complaint was filed by DOJ against Envigo RMS in the U.S. District Court for the Western District of Virginia alleging violations of the AWA at the Cumberland facility. On July 15, 2022, the court approved a settlement entered into by Envigo RMS, DOJ and the USDA in this civil case, which also comprised USDA’s administrative claims against Envigo RMS for the Cumberland facility, and the civil and administrative complaints were dismissed with prejudice on September 14, 2022. This matter is now fully resolved. On June 15, 2021, 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-SDFL”) for the production of documents related to the procurement of 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-SDFL and received by EGSI’s predecessor entity, Covance Research Products, in April 2019. Envigo acquired EGSI from Covance, Inc., a subsidiary of Laboratory Corporation of America Holdings, in June 2019. As of the filing date of this report, the Company has not received any additional subpoenas related to this matter. 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-SDFL 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-SDFL 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. As of the filing date of this report, the Company has not received any additional subpoenas related to this matter. On November 16, 2022 the Company disclosed that employees of the principal supplier of NHPs to the Company, along with two Cambodian government officials, had been criminally charged by the USAO-SDFL 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. One of these Cambodian officials was tried in March 2024 and prevailed on all charges. In connection with the matters described herein, on July 23, 2024, USAO-SDFL informed the Company that it was no longer investigating the Company or its subsidiaries with respect to their procurement of NHPs from foreign suppliers or NHP importation practices. On May 23, 2023, Inotiv received a voluntary request from the U.S. Securities and Exchange Commission (“SEC”) seeking documents and information for the period December 1, 2017 to the present regarding the Company, EGSI, and OBRC’s importation of NHPs from Asia, including information relating to whether their importation practices complied with the U.S. Foreign Corrupt Practices Act. In March 2024, the SEC provided the Company a formal order of investigation concerning this matter that is dated January 9, 2024, and on April 12, 2024, the SEC provided supplemental document requests to the Company. The Company is cooperating with the SEC.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On August 7, 2024, the Company, the Subsidiary Guarantors and the lenders party thereto entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment among other changes, waives the financial covenant tests set out under the Credit Agreement for the fiscal quarter ending June 30, 2024, establishes a new weekly liquidity reporting requirement to the lenders, and establishes a new minimum weekly liquidity requirement of $7,000 for each of the weeks ending August 16, 2024, August 23, 2024 and August 30, 2024, $17,500 for each of the weeks ending October 11, 2024, October 18, 2024 and October 25, 2024 and $10,000 for each other week thereafter.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Consolidated net (loss) income	$ (26,087)	$ (48,079)	$ (15,388)	$ 1,840	$ (9,994)	$ (87,323)	$ (89,554)	$ (95,477)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

DESCRIPTION OF THE BUSINESS A_2

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Inotiv, Inc. and its subsidiaries (“we,” “our,” “us,” the “Company,” and “Inotiv”) comprise a leading contract research organization (“CRO”) dedicated to providing nonclinical and analytical drug discovery and development services to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. Our products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of discovering and taking new drugs and medical devices to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research and development projects, all while working together to build a healthier and safer world. We are dedicated to practicing high standards of laboratory animal care and welfare. As a result of our strategic acquisition of Envigo RMS Holding Corp. in November 2021, which added a complementary research model platform, our full spectrum solutions span two segments: Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”). Through our DSA segment, we support the discovery, nonclinical development and clinical development needs of researchers and clinicians for primarily small molecule drug candidates, as well as biotherapeutics and biomedical devices. Our scientists have 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 companies whose scientists are 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 small and large research models for basic research and drug discovery and development, as well as specialized models for specific diseases and therapeutic areas in addition to diet and bedding. 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 DSA business, we have the ability to run selected nonclinical studies directly on-site at closely located research model facilities and provide access to innovative genetically engineered models and services solutions. Our principal clients include biopharmaceutical companies, CROs, and academic and government organizations. The accompanying unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. Basis of Presentation The Company has prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP, and therefore should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. In the opinion of management, the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of the Company’s financial position at June 30, 2024. The results of operations for the three and nine months ended June 30, 2024 are not necessarily indicative of the results for the fiscal year ending September 30, 2024. Certain prior year amounts have been reclassified within the condensed consolidated statements of operations and the condensed consolidated statement of cash flows for consistency with the current year presentation. Specifically, depreciation expense has been combined with amortization of intangible assets. These reclassifications had no effect on the reported results of operations. Further, certain financing activities have been reclassified within the condensed consolidated statements of cash flows for consistency with the current year presentation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include, but are not limited to, management estimates in the calculation and timing of revenue recognition, pension liabilities, deferred tax assets and liabilities and the related valuation allowance. Although estimates are based upon management’s best estimate using historical experience, current events, and actions, actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Consolidation	Consolidation The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company, including all subsidiaries and prior to December 23, 2023, a variable interest entity (“VIE”) it previously consolidated in accordance with GAAP. During December 2023, the Company entered into a transition services agreement with Vanguard Supply Chain Solutions LLC, one of the Company's transportation providers, to enable the in-house integration of Inotiv’s North American transportation operations. Following this transaction, Inotiv was no longer required to consolidate this entity. The VIE has not materially impacted our net assets or net loss. The Company successfully completed the in-house integration of its North American transportation operations during the second fiscal quarter of 2024. 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 loss is presented on the condensed consolidated statements of operations.
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. The Company’s exposure to credit loss in the event that payment is not received for revenue recognized equals the outstanding trade receivables and contract assets less fees invoiced in advance.

REVENUE FROM CONTRACTS WITH C_2

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)	9 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Contract Assets and Liabilities	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 Contract assets: Trade receivables $ 53,737 $ 77,618 Contract assets: Unbilled revenue 15,910 17,211 Contract liabilities: Customer deposits 22,374 36,689 Contract liabilities: Deferred revenue 16,321 18,933 Trade receivables and contract assets, net consisted of the following: June 30, September 30, 2024 2023 Trade receivables $ 53,737 $ 77,618 Unbilled revenue 15,910 17,211 Total 69,647 94,829 Less: Allowance for credit losses (5,780) (7,446) Trade receivables and contract assets, net of allowances for credit losses $ 63,867 $ 87,383 The composition of fees invoiced in advance is as follows: June 30, September 30, 2024 2023 Customer deposits $ 22,374 $ 36,689 Deferred revenue 16,321 18,933 Fees invoiced in advance $ 38,695 $ 55,622

SEGMENT AND GEOGRAPHIC INFORM_2

SEGMENT AND GEOGRAPHIC INFORMATION (Tables)	9 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Operating Segments	Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenue DSA: Service revenue $ 43,086 $ 45,197 $ 131,951 $ 131,313 Product revenue 1,133 1,561 3,597 3,561 RMS: Service revenue 11,278 11,098 33,237 33,782 Product revenue 50,289 99,612 191,537 263,029 $ 105,786 $ 157,468 $ 360,322 $ 431,685 Operating Income (Loss) DSA $ 2,325 $ 4,182 $ 6,771 $ 8,478 RMS (7,447) 21,886 (32,973) (36,661) Unallocated Corporate (15,630) (17,285) (47,037) (55,737) $ (20,752) $ 8,783 $ (73,239) $ (83,920) Interest expense (12,116) (10,786) (34,568) (31,751) Other (expense) income (82) (12) 1,092 (1,345) Loss before income taxes $ (32,950) $ (2,015) $ (106,715) $ (117,016) Three Months Ended Nine Months Ended 2024 2023 2024 2023 Depreciation and amortization: DSA $ 4,488 $ 4,235 $ 13,260 $ 11,826 RMS 9,401 9,629 28,781 28,291 Unallocated Corporate 230 — 483 — $ 14,119 $ 13,864 $ 42,524 $ 40,117 Capital expenditures: DSA $ 1,390 2,403 $ 4,594 $ 9,667 RMS 3,031 2,081 12,421 11,657 $ 4,421 $ 4,484 $ 17,015 $ 21,324
Schedule of Revenue by Geographical Information	The following represents revenue originating in entities physically located in the identified geographic area: Three Months Ended Nine Months Ended 2024 2023 2024 2023 United States $ 89,707 $ 132,265 $ 303,905 $ 361,254 Netherlands 8,545 15,682 36,331 42,426 Other 7,534 9,521 20,086 28,005 $ 105,786 $ 157,468 $ 360,322 $ 431,685
Schedule of Long-lived Assets by Geographic Area	Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: June 30, September 30, 2024 2023 United States $ 171,036 $ 178,021 Netherlands 6,600 6,656 Other 12,067 6,391 $ 189,703 $ 191,068

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	9 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Purchase Price Allocation	The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: July 7, 2022 Assets acquired and liabilities assumed: Goodwill 6,002 Intangible assets 5,600 Other liabilities, net (84) Deferred tax liabilities (652) $ 10,866

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	The following table displays intangible assets, net by major class: June 30, 2024 Carrying Accumulated Carrying Client relationships $ 317,026 $ (75,585) $ 241,441 Intellectual property 56,362 (17,077) 39,285 Other 4,837 (3,023) 1,814 $ 378,225 $ (95,685) $ 282,540 September 30, 2023 Carrying Accumulated Carrying Client relationships $ 316,820 $ (54,711) $ 262,109 Intellectual property 56,337 (12,234) 44,103 Other 4,837 (2,621) 2,216 $ 377,994 $ (69,566) $ 308,428

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt and Effective Interest Rates	Long-term debt as of June 30, 2024 and September 30, 2023 is detailed in the table below. June 30, 2024 September 30, 2023 Seller Note – Bolder BioPath (Related party) $ 432 $ 602 Seller Note – Preclinical Research Services 484 541 Seller Payable - Orient BioResource Center 3,690 3,649 Seller Note – Histion (Related party) 120 229 Seller Note – Protypia (Related party) — 400 Economic Injury Disaster Loan — 140 Convertible Senior Notes 115,296 110,651 Term Loan Facility, DDTL and Incremental Term Loans 274,048 272,930 Total debt before unamortized debt issuance costs $ 394,070 $ 389,142 Less: Debt issuance costs not amortized (11,623) (11,397) Total debt, net of unamortized debt issuance costs $ 382,447 $ 377,745 Less: Current portion (378,550) (7,950) Total Long-term debt $ 3,897 $ 369,795 Below are the weighted-average effective interest rates for the loans available under the Credit Agreement (as defined below): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Effective interest rates: Term Loan 11.67 % 10.25 % 11.43 % 10.29 % Initial DDTL 11.66 % 10.22 % 11.41 % 10.31 % Additional DDTL 11.78 % 10.35 % 11.54 % 10.47 %

SUPPLEMENTAL BALANCE SHEET IN_2

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)	9 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Contract Assets and Liabilities	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 Contract assets: Trade receivables $ 53,737 $ 77,618 Contract assets: Unbilled revenue 15,910 17,211 Contract liabilities: Customer deposits 22,374 36,689 Contract liabilities: Deferred revenue 16,321 18,933 Trade receivables and contract assets, net consisted of the following: June 30, September 30, 2024 2023 Trade receivables $ 53,737 $ 77,618 Unbilled revenue 15,910 17,211 Total 69,647 94,829 Less: Allowance for credit losses (5,780) (7,446) Trade receivables and contract assets, net of allowances for credit losses $ 63,867 $ 87,383 The composition of fees invoiced in advance is as follows: June 30, September 30, 2024 2023 Customer deposits $ 22,374 $ 36,689 Deferred revenue 16,321 18,933 Fees invoiced in advance $ 38,695 $ 55,622
Schedule of Inventory	Inventories, net consisted of the following: June 30, September 30, 2024 2023 Raw materials $ 2,071 $ 2,259 Work in progress 78 124 Finished goods 4,483 4,439 Research Model Inventory 34,866 52,524 Total 41,498 59,346 Less: Obsolescence reserve (2,814) (3,244) Inventories, net $ 38,684 $ 56,102
Schedule of Other Current Assets	Prepaid expenses and other current assets consisted of the following: June 30, September 30, 2024 2023 Advances to suppliers $ 19,949 $ 19,247 Prepaid research models 3,509 4,300 Income tax receivable 2,545 1,813 Note receivable 1,280 1,226 Other 4,965 6,822 Prepaid expenses and other current assets $ 32,248 $ 33,408
Schedule of Supplemental Balance Sheet information Related to Other Assets	The composition of other assets is as follows: June 30, September 30, 2024 2023 Long-term advances to suppliers $ 6,033 $ 3,681 Funded status of defined benefit plan 3,181 3,036 Other 4,396 3,362 Other assets $ 13,610 $ 10,079
Schedule of Accrued Liabilities	Accrued expenses and other current liabilities consisted of the following: June 30, September 30, 2024 2023 Accrued compensation $ 7,552 $ 12,966 Non-income taxes 5,268 4,596 Accrued interest 2,488 2,975 Other 7,756 5,239 Resolution and Plea Agreements (Note 1) 5,000 — Accrued expenses and other current liabilities $ 28,064 $ 25,776
Schedule of Other Liabilities	The composition of other liabilities is as follows: June 30, September 30, 2024 2023 Long-term client deposits $ 17,000 $ 5,250 Other 912 1,123 Resolution and Plea Agreements (Note 1) 17,000 — Other liabilities $ 34,912 $ 6,373

DEFINED BENEFIT PLAN (Tables)

DEFINED BENEFIT PLAN (Tables)	9 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Schedule of Components of Net Periodic Benefit Costs	The following table provides the components of net periodic benefit costs for the Pension Plan, which is included in general and administrative expenses in the condensed consolidated statements of operations. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Components of net periodic expense: Interest cost $ 185 $ 187 $ 551 $ 551 Expected return on assets (196) (203) (585) (600) Amortization of prior loss (36) (39) (106) (114) Net periodic expense $ (47) $ (55) $ (140) $ (163)

OTHER OPERATING EXPENSE (Tables

OTHER OPERATING EXPENSE (Tables)	9 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
Schedule of Other Operating Expense	Other operating expense consisted of the following: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Acquisition and integration costs $ — $ 105 $ 70 $ 1,193 Restructuring costs 1 457 1,303 2,859 3,309 Startup costs 772 1,781 2,569 5,567 Remediation costs 231 857 883 1,997 Other costs 2,442 2,215 4,780 2,646 Resolution and Plea Agreements 2 2,000 — 28,500 — $ 5,902 $ 6,261 $ 39,661 $ 14,712 1 Restructuring costs represent costs incurred in connection with the Company's site closures, site optimization strategy and the in-house integration of Inotiv’s North American transportation operations as discussed in Note 10 – Restructuring and Assets Held for Sale and Note 1 - Description of Business and Basis of Presentation. 2 Refer to Note 1 - Description of Business and Basis of Presentation for further discussion of the Resolution and Plea Agreements

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Supplemental Balance Sheet Information and Other Information Related to Leases	ROU lease assets and operating lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows: June 30, 2024 September 30, 2023 Operating ROU assets, net $ 45,216 $ 38,866 Current portion of operating lease liabilities 11,439 10,282 Long-term operating lease liabilities 35,899 29,614 Total operating lease liabilities $ 47,338 $ 39,896
Schedule of Supplemental Cash Flow and Other Information Related to Leases	The components of lease expense related to the Company’s leases for the three and nine months ended June 30, 2024 and 2023 were: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease costs: Fixed operating lease costs $ 3,448 $ 2,800 $ 10,042 $ 8,714 Short-term lease costs — 41 — 103 Lease income (753) (794) (2,311) (2,278) Total operating lease cost $ 2,695 $ 2,047 $ 7,731 $ 6,539 Supplemental cash flow information related to leases was as follows: Nine Months Ended 2024 2023 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,906 $ 8,397 Non-cash lease activity: ROU assets obtained in exchange for new operating lease liabilities $ 12,858 $ 15,938 The weighted average remaining lease term and discount rate for the Company’s operating leases as of June 30, 2024 and 2023 were: June 30, 2024 June 30, 2023 Weighted-average remaining lease term (in years) Operating lease 8.83 6.26 Weighted-average discount rate (in percentages) Operating lease 11.92 % 7.98 %
Operating Lease Maturity	As of June 30, 2024, maturities of operating lease liabilities for each of the following five fiscal years and a total thereafter were as follows: Operating Leases 2024 (remainder of fiscal year) $ 3,147 2025 10,159 2026 10,340 2027 8,375 2028 6,859 Thereafter 47,846 Total minimum future lease payments 86,726 Less interest (39,388) Total lease liability 47,338

EQUITY, STOCK-BASED COMPENSATIO

EQUITY, STOCK-BASED COMPENSATION AND EARNINGS (LOSS) PER SHARE (Tables)	9 Months Ended
	Jun. 30, 2024
Equity, Stock-Based Compensation, And Earnings Per Share
Schedule of Computation of Basic and Diluted Net (Loss) Income Per Share	The following table reconciles the numerator and denominator in the computations of basic and diluted loss per share: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Consolidated net (loss) income $ (26,087) $ 365 $ (89,994) $ (96,196) Less: Net loss attributable to noncontrolling interests — (1,475) (440) (719) Net (loss) income attributable to common shareholders (26,087) 1,840 (89,554) (95,477) Denominator: Weighted-average shares outstanding - Basic (in thousands) 25,993 25,726 25,862 25,690 Effect of dilutive securities: Stock options, restricted stock units and restricted stock awards — 295 — — Weighted-average shares outstanding - Diluted 25,993 26,021 25,862 25,690 Anti-dilutive common share equivalents (1) 5,451 5,494 5,451 5,790 (1) Anti-dilutive common share equivalents are comprised of stock options, restricted stock units, restricted stock awards and 3,040,268 shares of common stock issuable upon conversion in connection with the convertible debt entered into on September 27, 2021.These common share equivalents were outstanding for the periods presented, but were not included in the computation of diluted loss per share for those periods because their inclusion would have had an anti-dilutive effect.

DESCRIPTION OF THE BUSINESS A_3

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION - Narrative (Details) $ in Thousands

3 Months Ended

9 Months Ended

42 Months Ended

50 Months Ended

Jun. 03, 2024 USD ($)

Jun. 02, 2024 USD ($)

May 14, 2024 USD ($)

Jun. 30, 2024 USD ($)

Jun. 30, 2023 USD ($)

Jun. 30, 2024 USD ($) segment

Jun. 30, 2023 USD ($)

Dec. 31, 2021 import

Jan. 31, 2022 governmentOfficial

Aug. 08, 2024 USD ($)

Sep. 30, 2023 USD ($)

Jun. 02, 2023 USD ($)

REVENUE RECOGNITION

Number of segments | segment

2

Accrued expenses

$ 2,000

$ 0

$ 28,500

$ 0

Accrued amount - current portion

5,000

5,000

$ 0

Accrued amount - non-current portion

17,000

17,000

0

Loss contingency, estimate of possible loss

$ 795

Number of imports | import

7

Decrease in revenue resulting from negative impacts of sales volume

49,143

Revenue

105,786

157,468

360,322

431,685

Cash and cash equivalents

$ 14,434

$ 14,434

$ 35,492

Period subsequent to quarter-end during which a default can be cured

55 days

55 days

Period subsequent to fiscal year-end during which a default can be cured

100 days

100 days

Product

REVENUE RECOGNITION

Revenue

$ 51,422

$ 101,173

$ 195,134

$ 266,590

CAMBODIA

REVENUE RECOGNITION

Number of government officials | governmentOfficial

2

US DOJ Resolution and Plea Agreements

REVENUE RECOGNITION

Additional debt to be secured by liens

$ 100,000

Accrued expenses

28,500

Amount paid

6,500

Accrued amount - current portion

5,000

5,000

Accrued amount - non-current portion

17,000

17,000

Loss contingency, estimate of possible loss

$ 22,000

$ 22,000

US DOJ Resolution and Plea Agreements | Minimum

REVENUE RECOGNITION

Estimated range of loss period

3 years

3 years

US DOJ Resolution and Plea Agreements | Maximum

REVENUE RECOGNITION

Estimated range of loss period

5 years

5 years

US DOJ Agreement in Principle - Fines

REVENUE RECOGNITION

Payments to be made

$ 22,000

Monitorship termination, period after completion of selection process

3 years

Monitorship termination, period after completion of probation

2 months

US DOJ Agreement in Principle - Fines | Minimum

REVENUE RECOGNITION

Probation period

3 years

US DOJ Agreement in Principle - Fines | Maximum

REVENUE RECOGNITION

Probation period

5 years

US DOJ Agreement in Principle, Facility Improvements [Member]

REVENUE RECOGNITION

Payments to be made

$ 7,000

June 3, 2025 | US DOJ Agreement in Principle - Fines

REVENUE RECOGNITION

Payments to be made

5,000

June 3, 2025 | US DOJ Agreement in Principle, Facility Improvements [Member]

REVENUE RECOGNITION

Payments to be made

2,500

June 3, 2026 | US DOJ Agreement in Principle - Fines

REVENUE RECOGNITION

Payments to be made

5,000

June 3, 2026 | US DOJ Agreement in Principle, Facility Improvements [Member]

REVENUE RECOGNITION

Payments to be made

2,500

June 3, 2027 | US DOJ Agreement in Principle - Fines

REVENUE RECOGNITION

Payments to be made

5,000

June 3, 2027 | US DOJ Agreement in Principle, Facility Improvements [Member]

REVENUE RECOGNITION

Payments to be made

2,000

June 3, 2028 | US DOJ Agreement in Principle - Fines

REVENUE RECOGNITION

Payments to be made

7,000

Virginia Animal Fighting Taskforce And Humane Society, United States [Member] | US DOJ Resolution and Plea Agreements

REVENUE RECOGNITION

Payments to be made

3,000

National Fish and Wildlife Foundation [Member] | US DOJ Resolution and Plea Agreements

REVENUE RECOGNITION

Payments to be made

$ 3,500

Cambodian NHP Vendor | Product

REVENUE RECOGNITION

Revenue

$ 45,667

One customer | Revenue from Contract with Customer | Customer Concentration Risk

REVENUE RECOGNITION

Concentration risk percentage

19.70%

16.10%

22.50%

Revolving Credit Facility

REVENUE RECOGNITION

Charges and costs allowed to be added back to the Company's consolidated EBITDA

$ 28,500

$ 26,500

$ 28,500

Maximum amount of line of credit

15,000

15,000

Research Models And Services Segment

REVENUE RECOGNITION

Accrued expenses

28,500

Research Models And Services Segment | Product

REVENUE RECOGNITION

Revenue

$ 50,289

$ 99,612

$ 191,537

$ 263,029

Subsequent events | Convertible Senior Notes

REVENUE RECOGNITION

Period after notification resulting in a default

30 days

Subsequent events | Revolving Credit Facility

REVENUE RECOGNITION

Outstanding balance on the revolver

$ 12,000

Percentage of the Note holders that can effect a default acceleration (percent)

25%

REVENUE FROM CONTRACTS WITH C_3

REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2023
Contract assets
Contract assets: Trade receivables	$ 53,737	$ 77,618
Contract assets: Unbilled revenue	15,910	17,211
Contract liabilities
Customer deposits	22,374	36,689
Deferred revenue	16,321	18,933
Uncollectible invoices written off	$ 10,807	$ 10,220
Percentage of revenue billed from unbilled revenue	79%
Percentage of contract liabilities recognized as revenue	75%

SEGMENT AND GEOGRAPHIC INFORM_3

SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
SEGMENT INFORMATION
Revenue	$ 105,786	$ 157,468	$ 360,322	$ 431,685
Intersegment Eliminations
SEGMENT INFORMATION
Revenue	$ 396	$ 3,471	$ 5,230	$ 7,858

SEGMENT AND GEOGRAPHIC INFORM_4

SEGMENT AND GEOGRAPHIC INFORMATION - Operating Segments Revenue and Operating Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
SEGMENT INFORMATION
Revenue	$ 105,786	$ 157,468	$ 360,322	$ 431,685
Operating Income (Loss)	(20,752)	8,783	(73,239)	(83,920)
Interest expense	(12,116)	(10,786)	(34,568)	(31,751)
Other (expense) income	(82)	(12)	1,092	(1,345)
Loss before income taxes	(32,950)	(2,015)	(106,715)	(117,016)
Depreciation and amortization	14,119	13,864	42,524	40,117
Capital expenditures	4,421	4,484	17,015	21,324
Unallocated Corporate
SEGMENT INFORMATION
Operating Income (Loss)	(15,630)	(17,285)	(47,037)	(55,737)
Depreciation and amortization	230	0	483	0
Service
SEGMENT INFORMATION
Revenue	54,364	56,295	165,188	165,095
Product
SEGMENT INFORMATION
Revenue	51,422	101,173	195,134	266,590
Discovery and Safety Assessment Segment
SEGMENT INFORMATION
Capital expenditures	1,390	2,403	4,594	9,667
Discovery and Safety Assessment Segment | Operating Segments
SEGMENT INFORMATION
Operating Income (Loss)	2,325	4,182	6,771	8,478
Depreciation and amortization	4,488	4,235	13,260	11,826
Discovery and Safety Assessment Segment | Service
SEGMENT INFORMATION
Revenue	43,086	45,197	131,951	131,313
Discovery and Safety Assessment Segment | Product
SEGMENT INFORMATION
Revenue	1,133	1,561	3,597	3,561
Research Models And Services Segment
SEGMENT INFORMATION
Capital expenditures	3,031	2,081	12,421	11,657
Research Models And Services Segment | Operating Segments
SEGMENT INFORMATION
Operating Income (Loss)	(7,447)	21,886	(32,973)	(36,661)
Depreciation and amortization	9,401	9,629	28,781	28,291
Research Models And Services Segment | Service
SEGMENT INFORMATION
Revenue	11,278	11,098	33,237	33,782
Research Models And Services Segment | Product
SEGMENT INFORMATION
Revenue	$ 50,289	$ 99,612	$ 191,537	$ 263,029

SEGMENT AND GEOGRAPHIC INFORM_5

SEGMENT AND GEOGRAPHIC INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
SEGMENT INFORMATION
Revenue	$ 105,786	$ 157,468	$ 360,322	$ 431,685
Long-lived assets	189,703		189,703		$ 191,068
United States
SEGMENT INFORMATION
Revenue	89,707	132,265	303,905	361,254
Long-lived assets	171,036		171,036		178,021
Netherlands
SEGMENT INFORMATION
Revenue	8,545	15,682	36,331	42,426
Long-lived assets	6,600		6,600		6,656
Other
SEGMENT INFORMATION
Revenue	7,534	$ 9,521	20,086	$ 28,005
Long-lived assets	$ 12,067		$ 12,067		$ 6,391

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended						9 Months Ended
	Jul. 07, 2022	Apr. 25, 2022	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
BUSINESS COMBINATIONS
Net (loss) income attributable to common shareholders			$ (26,087)	$ (48,079)	$ (15,388)	$ 1,840	$ (9,994)	$ (87,323)	$ (89,554)	$ (95,477)
Histion LLC Acquisition
BUSINESS COMBINATIONS
Consideration in cash		$ 950
Shares issued (in shares)		17,618
Common shares value		$ 364
Principal amount		$ 433
Protypia, Inc.
BUSINESS COMBINATIONS
Consideration in cash	$ 9,460
Shares issued (in shares)	74,997
Common shares value	$ 806
Principal amount	$ 600
Weighted-average estimated useful life	8 years 1 month 6 days
Goodwill deductible for tax purposes	$ 0

BUSINESS COMBINATIONS - Fair va

BUSINESS COMBINATIONS - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023	Jul. 07, 2022
Assets acquired and liabilities assumed:
Goodwill	$ 94,286	$ 94,286
Protypia, Inc.
Assets acquired and liabilities assumed:
Goodwill			$ 6,002
Intangible assets			5,600
Other liabilities, net			(84)
Deferred tax liabilities			(652)
Total			$ 10,866

INTANGIBLE ASSETS - Intangible

INTANGIBLE ASSETS - Intangible Assets, net by major class (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Finite-Lived intangible assets
Carrying Amount, Gross	$ 378,225	$ 377,994
Accumulated Amortization	(95,685)	(69,566)
Carrying Amount, Net	282,540	308,428
Client relationships
Finite-Lived intangible assets
Carrying Amount, Gross	317,026	316,820
Accumulated Amortization	(75,585)	(54,711)
Carrying Amount, Net	241,441	262,109
Intellectual property
Finite-Lived intangible assets
Carrying Amount, Gross	56,362	56,337
Accumulated Amortization	(17,077)	(12,234)
Carrying Amount, Net	39,285	44,103
Other
Finite-Lived intangible assets
Carrying Amount, Gross	4,837	4,837
Accumulated Amortization	(3,023)	(2,621)
Carrying Amount, Net	$ 1,814	$ 2,216

DEBT - Schedule of long-term de

DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
DEBT
Total debt before unamortized debt issuance costs	$ 394,070	$ 389,142
Less: Debt issuance costs not amortized	(11,623)	(11,397)
Total debt, net of unamortized debt issuance costs	382,447	377,745
Less: Current portion	(378,550)	(7,950)
Total Long-term debt	3,897	369,795
Seller Note – Bolder BioPath (Related party)
DEBT
Total debt before unamortized debt issuance costs	432	602
Seller Note – Preclinical Research Services
DEBT
Total debt before unamortized debt issuance costs	484	541
Seller Payable - Orient BioResource Center
DEBT
Total debt before unamortized debt issuance costs	3,690	3,649
Seller Note – Histion (Related party)
DEBT
Total debt before unamortized debt issuance costs	120	229
Seller Note – Protypia (Related party)
DEBT
Total debt before unamortized debt issuance costs	0	400
Economic Injury Disaster Loan
DEBT
Total debt before unamortized debt issuance costs	0	140
Convertible Senior Notes
DEBT
Total debt before unamortized debt issuance costs	115,296	110,651
Term Loan Facility, DDTL and Incremental Term Loans
DEBT
Total debt before unamortized debt issuance costs	$ 274,048	$ 272,930

DEBT - Narrative (Details)

DEBT - Narrative (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Jun. 02, 2024 USD ($)

May 14, 2024 USD ($)

Jan. 09, 2023 USD ($)

Dec. 29, 2022 day

Oct. 12, 2022 USD ($)

Jan. 27, 2022 USD ($)

Jan. 07, 2022 USD ($)

Nov. 27, 2021 USD ($) day $ / shares

Nov. 05, 2021 USD ($)

Mar. 31, 2022 USD ($)

Jun. 30, 2024 USD ($)

Jun. 30, 2023 USD ($)

Jun. 30, 2024 USD ($)

Jun. 30, 2023 USD ($)

Aug. 08, 2024 USD ($)

Jul. 27, 2024

Sep. 30, 2023 USD ($)

Jul. 07, 2022 USD ($)

Oct. 04, 2021 USD ($)

May 03, 2021 USD ($)

DEBT

Borrowings on revolving credit facility

$ 0

$ 6,000,000

Borrowings on delayed draw term loan

0

35,000,000

Repayment of revolving credit facility

0

21,000,000

Volunteer principal prepayments (as percentage)

0.0100

Cash and cash equivalents held on hand domestically

$ 10,000,000

Consideration to be paid-in-kind (as a percent)

0.50%

Consideration to be paid in cash upon prepayments (as a percent)

0.50%

Consideration to be paid in cash upon permanent reductions (as a percent)

7%

Unamortized debt issuance costs

$ 3,468,000

3,468,000

$ 4,172,000

Interest expense

2,948,000

$ 2,726,000

8,755,000

8,229,000

Coupon interest expense

1,131,000

1,071,000

3,406,000

3,371,000

Accretion expense

1,580,000

1,436,000

4,645,000

4,200,000

Amortization of debt discount and issuance costs

$ 237,000

$ 219,000

$ 704,000

$ 658,000

Maximum | Secured Overnight Financing Rate (SOFR)

DEBT

Debt instrument, adjustment rate

0.0042826

Minimum | Secured Overnight Financing Rate (SOFR)

DEBT

Variable interest rate (as a percent)

1%

1%

Credit Agreement

DEBT

Basis points adjustments (as percentage)

0.50%

0.50%

Debt instrument, financial statement threshold | day

30

Debt instrument, financial statement threshold to provide cash flow forecast | day

10

Debt instrument, financial statement threshold to meet under the amended credit agreement

6 months

Credit Agreement | Line Of Credit Facility, Initial Leverage Ratio

DEBT

Threshold secured leverage ratio

4.25

Credit Agreement | Line Of Credit Facility, Leverage Ratio To Be Maintained Beginning Quarter Ending September 30, 2023

DEBT

Threshold secured leverage ratio

3.75

Credit Agreement | Line Of Credit Facility, Leverage Ratio To Be Maintained Beginning Quarter Ending March 31, 2025

DEBT

Threshold secured leverage ratio

3

Credit Agreement | Line Of Credit Facility, Minimum Fixed Charge Coverage Ratio To Be Maintained During First Anniversary

DEBT

Threshold secured leverage ratio

1

Credit Agreement | Line Of Credit Facility, Minimum Fixed Charge Coverage Ratio To Be Maintained From And After First Anniversary

DEBT

Threshold secured leverage ratio

1.10

Credit Agreement | Base Rate

DEBT

Basis points adjustments (as percentage)

1%

1%

Credit Agreement | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6.25%

Credit Agreement | Prime Rate

DEBT

Basis points adjustments (as percentage)

5.25%

Credit Agreement | Maximum | Base Rate

DEBT

Basis points adjustments (as percentage)

8.50%

5.50%

Credit Agreement | Maximum | Secured Overnight Financing Rate (SOFR)

DEBT

Basis points adjustments (as percentage)

9.50%

6.50%

Variable interest rate (as a percent)

0.42826%

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 | Base Rate

DEBT

Basis points adjustments (as percentage)

5.75%

5%

Variable interest rate (as a percent)

2%

2%

Credit Agreement | Minimum | Secured Overnight Financing Rate (SOFR)

DEBT

Basis points adjustments (as percentage)

6.75%

6%

Variable interest rate (as a percent)

0.11448%

Debt instrument, adjustment rate

0.0011448

Credit Agreement | Minimum | Prime Rate

DEBT

Basis points adjustments (as percentage)

5%

Term Loan

DEBT

Maximum amount of line of credit

$ 35,000,000

$ 40,000,000

$ 165,000,000

Maximum term for drawing loan facility

24 months

Effective rate (as percentage)

11.67%

10.25%

11.43%

10.29%

Volunteer principal prepayments (as percentage)

0.0100

Term Loan | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6.25%

Term Loan | Maximum | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6.50%

Term Loan | Minimum | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6%

Delayed Draw Term Loan

DEBT

Borrowings on delayed draw term loan

$ 35,000,000

Maximum amount of line of credit

$ 35,000,000

Maximum term for drawing loan facility

18 months

Effective rate (as percentage)

11.66%

10.22%

11.41%

10.31%

Commitment fee (as percentage)

1%

Delayed Draw Term Loan | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6.25%

Delayed Draw Term Loan | Maximum

DEBT

Basis points adjustments (as percentage)

6.50%

Delayed Draw Term Loan | Maximum | London Interbank Offered Rate (LIBOR)

DEBT

Basis points adjustments (as percentage)

6.50%

Delayed Draw Term Loan | Minimum

DEBT

Basis points adjustments (as percentage)

6%

Delayed Draw Term Loan | Minimum | London Interbank Offered Rate (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 Credit Facility

DEBT

Outstanding balance

$ 0

$ 0

$ 0

Repayment of revolving credit facility

15,000,000

Maximum amount of line of credit

$ 15,000,000

15,000,000

Commitment fee (as percentage)

0.50%

Charges and costs allowed to be added back to the Company's consolidated EBITDA

$ 28,500,000

$ 26,500,000

$ 28,500,000

Commitment fee payable to consenting lender party (percent)

$ 0.0050

Revolving Credit Facility | Subsequent events

DEBT

Percentage of the Note holders that can effect a default acceleration (percent)

25%

Outstanding balance

$ 12,000,000

New Delayed Draw Term Loan

DEBT

Borrowings on delayed draw term loan

$ 35,000,000

Additional Term Loans

DEBT

Effective rate (as percentage)

11.78%

10.35%

11.54%

10.47%

Annual principal payments (as percentage)

1%

Seller Note - Plato BioPharma | Unsecured Debt

DEBT

Principal amount

$ 3,000,000

Interest Rate (as a percent)

4.50%

Seller Payable - Orient BioResource Center | Unsecured Debt

DEBT

Principal amount

$ 3,700,000

Fair value of debt

$ 3,325,000

Period for payment of consideration

18 months

Seller Payable - Orient BioResource Center | Unsecured Debt | Subsequent events

DEBT

Interest Rate (as a percent)

4.60%

Seller Note – Histion (Related party) | Unsecured Debt

DEBT

Principal amount

$ 433,000

Interest Rate (as a percent)

4.50%

Seller Note – Protypia (Related party) | Unsecured Debt

DEBT

Principal amount

$ 600,000

Interest Rate (as a percent)

4.50%

Convertible Senior Notes

DEBT

Principal amount

$ 140,000,000

Interest Rate (as a percent)

3.25%

Settlement period

13 days

Additional principal amount

$ 15,000,000

Initial conversion rate

21.7162

Initial conversion price (in dollars per share) | $ / shares

$ 46.05

Number of scheduled trading days | day

40

Conversion price

130%

Number of trading days | day

20

Number of consecutive trading days | day

30

Cure period

30 days

Cure or waiver period

60 days

Guarantor or subsidiaries for the payment

$ 20,000,000

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 | Subsequent events

DEBT

Period after notification resulting in a default

30 days

Seller Note – Preclinical Research Services | Unsecured Debt

DEBT

Principal amount

$ 800,000

Interest Rate (as a percent)

4.50%

Seller Note – Bolder BioPath (Related party) | Unsecured Debt

DEBT

Principal amount

$ 1,500,000

Interest Rate (as a percent)

4.50%

Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Long-Term Debt

$ 470,000

DEBT - Schedule of Effective In

DEBT - Schedule of Effective Interest Rates (Details)	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Term Loan
DEBT
Effective interest rates (percent)	11.67%	10.25%	11.43%	10.29%
Delayed Draw Term Loan
DEBT
Effective interest rates (percent)	11.66%	10.22%	11.41%	10.31%
Additional Term Loans
DEBT
Effective interest rates (percent)	11.78%	10.35%	11.54%	10.47%

SUPPLEMENTAL BALANCE SHEET IN_3

SUPPLEMENTAL BALANCE SHEET INFORMATION - Trade Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Trade receivables and contract assets
Trade receivables	$ 53,737	$ 77,618
Unbilled revenue	15,910	17,211
Total	69,647	94,829
Less: Allowance for credit losses	(5,780)	(7,446)
Trade receivables and contract assets, net of allowances for credit losses	$ 63,867	$ 87,383

SUPPLEMENTAL BALANCE SHEET IN_4

SUPPLEMENTAL BALANCE SHEET INFORMATION - Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Inventories
Raw materials	$ 2,071	$ 2,259
Work in progress	78	124
Finished goods	4,483	4,439
Research Model Inventory	34,866	52,524
Total	41,498	59,346
Less: Obsolescence reserve	(2,814)	(3,244)
Inventories, net	$ 38,684	$ 56,102

SUPPLEMENTAL BALANCE SHEET IN_5

SUPPLEMENTAL BALANCE SHEET INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Advances to suppliers	$ 19,949	$ 19,247
Prepaid research models	3,509	4,300
Income tax receivable	2,545	1,813
Note receivable	1,280	1,226
Other	4,965	6,822
Prepaid expenses and other current assets	$ 32,248	$ 33,408

SUPPLEMENTAL BALANCE SHEET IN_6

SUPPLEMENTAL BALANCE SHEET INFORMATION - Composition of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Other Assets, Noncurrent [Abstract]
Long-term advances to suppliers	$ 6,033	$ 3,681
Funded status of defined benefit plan	3,181	3,036
Other	4,396	3,362
Other assets	$ 13,610	$ 10,079

SUPPLEMENTAL BALANCE SHEET IN_7

SUPPLEMENTAL BALANCE SHEET INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Accrued compensation	$ 7,552	$ 12,966
Non-income taxes	5,268	4,596
Accrued interest	2,488	2,975
Other	7,756	5,239
Agreement in Principle	5,000	0
Accrued expenses and other current liabilities	$ 28,064	$ 25,776

SUPPLEMENTAL BALANCE SHEET IN_8

SUPPLEMENTAL BALANCE SHEET INFORMATION - Fees Invoiced in Advance (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Fees invoiced in advance
Customer deposits	$ 22,374	$ 36,689
Deferred revenue	16,321	18,933
Fees invoiced in advance	$ 38,695	$ 55,622

SUPPLEMENTAL BALANCE SHEET IN_9

SUPPLEMENTAL BALANCE SHEET INFORMATION - Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Long-term client deposits	$ 17,000	$ 5,250
Other	912	1,123
Resolution and Plea Agreements	17,000	0
Other long-term liabilities	$ 34,912	$ 6,373

DEFINED BENEFIT PLAN - Narrativ

DEFINED BENEFIT PLAN - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Contributions to the plan	$ 0
Funded status of defined benefit plan	$ 3,181	$ 3,036

DEFINED BENEFIT PLAN - Net peri

DEFINED BENEFIT PLAN - Net periodic benefit costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Components of net periodic expense:
Interest cost	$ 185	$ 187	$ 551	$ 551
Expected return on assets	(196)	(203)	(585)	(600)
Amortization of prior loss	(36)	(39)	(106)	(114)
Net periodic expense	$ (47)	$ (55)	$ (140)	$ (163)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	General and Administrative Expense	General and Administrative Expense	General and Administrative Expense	General and Administrative Expense

OTHER OPERATING EXPENSE (Detail

OTHER OPERATING EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Acquisition and integration costs	$ 0	$ 105	$ 70	$ 1,193
Restructuring costs	457	1,303	2,859	3,309
Startup costs	772	1,781	2,569	5,567
Remediation costs	231	857	883	1,997
Other costs	2,442	2,215	4,780	2,646
Resolution and Plea Agreements	2,000	0	28,500	0
Total	$ 5,902	$ 6,261	$ 39,661	$ 14,712

RESTRUCTURING AND ASSETS HELD_2

RESTRUCTURING AND ASSETS HELD FOR SALE - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Oct. 06, 2021	Aug. 31, 2023	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Aug. 01, 2023 USD ($)
Assets held for sale | Israeli Businesses
RESTRUCTURING
Percentage of interest sold	100%
Assets held for sale | Israeli Businesses | Israel CRS
RESTRUCTURING
Percentage of interest held	37.50%
Assets held for sale | Israeli Businesses | Israel RMS
RESTRUCTURING
Percentage of interest sold	62.50%
Discontinued Operations, Disposed of by Sale | Israeli Businesses
RESTRUCTURING
Cash						$ 1,000
Excess cash adjustment						316
Real property						3,700
Promissory note receivable						$ 2,453
Interest rate (percent)		0.0500
Site Optimization Plan
RESTRUCTURING
Liability balance for restructuring costs			$ 654	$ 654	$ 403
Site Optimization Plan | Research Models And Services Segment
RESTRUCTURING
Impairment charges			$ 213	$ 891

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) facility	Jun. 30, 2023 USD ($)
LEASES
Amortization of operating leases | $	$ 2,191	$ 2,067	$ 6,546	$ 6,469
Number of facilities the Company serves as a lessor to a lessee | facility			6
Facilities leases | Minimum
LEASES
Lease term, operating lease	1 year		1 year
Lease term, finance lease	1 year		1 year
Facilities leases | Maximum
LEASES
Lease term, operating lease	21 years		21 years
Lease term, finance lease	21 years		21 years
Equipment leases | Minimum
LEASES
Lease term, operating lease	21 months		21 months
Lease term, finance lease	21 months		21 months
Equipment leases | Maximum
LEASES
Lease term, operating lease	84 months		84 months
Lease term, finance lease	84 months		84 months

LEASES - Right-of-use lease ass

LEASES - Right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Right-of-use lease assets and lease liabilities
Operating ROU assets, net	$ 45,216	$ 38,866
Current portion of operating lease liabilities	11,439	10,282
Long-term operating lease liabilities	35,899	29,614
Total lease liability	$ 47,338	$ 39,896

LEASES - Components of lease ex

LEASES - Components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating lease costs:
Fixed operating lease costs	$ 3,448	$ 2,800	$ 10,042	$ 8,714
Short-term lease costs	0	41	0	103
Lease income	(753)	(794)	(2,311)	(2,278)
Total operating lease cost	$ 2,695	$ 2,047	$ 7,731	$ 6,539

LEASES - Supplemental cash flow

LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 8,906	$ 8,397
Non-cash lease activity:
ROU assets obtained in exchange for new operating lease liabilities	$ 12,858	$ 15,938

LEASES - Weighted average remai

LEASES - Weighted average remaining lease term and discount rate (Details)	Jun. 30, 2024	Jun. 30, 2023
Weighted-average remaining lease term (in years)
Operating lease	8 years 9 months 29 days	6 years 3 months 3 days
Weighted-average discount rate (in percentages)
Operating lease	11.92%	7.98%

LEASES - Maturities of operatin

LEASES - Maturities of operating and finance lease (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Operating Leases
2024 (remainder of fiscal year)	$ 3,147
2025	10,159
2026	10,340
2027	8,375
2028	6,859
Thereafter	47,846
Less interest	(39,388)
Total lease liability	$ 47,338	$ 39,896

EQUITY, STOCK-BASED COMPENSAT_2

EQUITY, STOCK-BASED COMPENSATION AND EARNINGS (LOSS) PER SHARE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 14, 2024	Sep. 30, 2023	Nov. 04, 2021	Nov. 03, 2021
Stockholders equity and income (loss) per share
Common and preferred stock authorized (in shares)							75,000,000	20,000,000
Common stock authorized (in shares)	74,000,000		74,000,000			74,000,000	74,000,000	19,000,000
Preferred stock authorized (in shares)							1,000,000	1,000,000
Stock based compensation expense	$ 1,337	$ 2,029	$ 5,118	$ 5,856
the “2024 Plan”
Stockholders equity and income (loss) per share
Shares authorized for issuance (shares)					1,500,000
Number of shares remained available for grants (in shares)	1,798,668		1,798,668
the “2018 Plan”
Stockholders equity and income (loss) per share
Number of shares remained available for grants (in shares)	0		0

EQUITY, STOCK-BASED COMPENSAT_3

EQUITY, STOCK-BASED COMPENSATION AND EARNINGS (LOSS) PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Sep. 27, 2021	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Consolidated net (loss) income		$ (26,087)			$ 365			$ (89,994)	$ (96,196)
Less: Net loss attributable to noncontrolling interests		0			(1,475)			(440)	(719)
Net (loss) income attributable to common shareholders		$ (26,087)	$ (48,079)	$ (15,388)	$ 1,840	$ (9,994)	$ (87,323)	$ (89,554)	$ (95,477)
Denominator:
Weighted-average shares outstanding - Basic (in shares)		25,993,000			25,726,000			25,862,000	25,690,000
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements		0			295,000			0	0
Weighted-average shares outstanding - Diluted (in shares)		25,993,000			26,021,000			25,862,000	25,690,000
Shares excluded in computing of earnings (in shares)		5,451,000			5,494,000			5,451,000	5,790,000
Shares issuable upon conversion (in shares)	3,040,268

INCOME TAXES - (Details)

INCOME TAXES - (Details)	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	20.80%	118.10%	15.70%	17.80%

CONTINGENCIES (Details)

CONTINGENCIES (Details) $ in Thousands	3 Months Ended		9 Months Ended		13 Months Ended	42 Months Ended	50 Months Ended
	Jun. 30, 2024 USD ($) installment	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) installment	Jun. 30, 2023 USD ($)	Mar. 31, 2024 subsidiary	Dec. 31, 2021 import	Jan. 31, 2022 governmentOfficial	Jun. 02, 2023 USD ($)
Loss Contingencies [Line Items]
Loss contingency, estimate of possible loss								$ 795
Number of quarterly installments | installment	4		4
Accrued expenses	$ 2,000	$ 0	$ 28,500	$ 0
Number of imports | import						7
Number of officials tried | subsidiary					1
CAMBODIA
Loss Contingencies [Line Items]
Number of government officials | governmentOfficial							2
US DOJ Resolution and Plea Agreements
Loss Contingencies [Line Items]
Loss contingency, estimate of possible loss	$ 22,000		22,000
Accrued expenses			$ 28,500

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent events - Revolving Credit Facility $ in Thousands	Aug. 07, 2024 USD ($)
Weeks ending August 16, 2024 through week ending August 30, 2024
SUBSEQUENT EVENTS
Liquidity requirement	$ 7,000
Weeks ending October 11, 2024 through week ending October 25, 2024
SUBSEQUENT EVENTS
Liquidity requirement	17,500
Weeks subsequent to October 11, 2024
SUBSEQUENT EVENTS
Liquidity requirement	$ 10,000