Attachment: 8-K


Exhibit 99.1

Inotiv, Inc. Announces Proposed Convertible Senior Notes Offering

WEST LAFAYETTE, Ind.—September 21, 2021 (GLOBE NEWSWIRE)—Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced its intention to offer, subject to market and other conditions, $110,000,000 aggregate principal amount of convertible senior notes due 2027 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by BAS Evansville, Inc., a wholly owned subsidiary of Inotiv (the “guarantor”). Inotiv also expects to grant the initial purchaser of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $16,500,000 principal amount of notes.

Inotiv intends to use the net proceeds from the offering of notes, together with borrowings under a new senior secured term loan facility, to fund the cash purchase price of Inotiv’s previously announced acquisition of Envigo RMS Holding Corp. (the “Envigo acquisition”), if it is consummated, and to pay related fees and expenses.

The notes will be senior, unsecured obligations of Inotiv, will accrue interest payable semi-annually in arrears and will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Inotiv will settle conversions by paying or delivering, as applicable, cash, its common shares or a combination of cash and its common shares, at Inotiv’s election. However, until Inotiv obtains the shareholder approval required by certain listing standards of The NASDAQ Capital Market, if at all, and Inotiv has increased the number of its authorized common shares and reserved a sufficient number of common shares solely for issuance upon conversion of the notes, Inotiv will settle all conversions entirely in cash.

The notes will be redeemable, in whole and not in part, for cash at Inotiv’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 exceeds 130% of the conversion price for a specified period of time. The redemption price will be 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, if the Envigo acquisition has not closed as of the close of business on June 30, 2022, or if, before such time, the related Envigo merger agreement is terminated in accordance with its terms or Inotiv’s board of directors determines, in its good faith judgment, that the Envigo acquisition will not occur, then the notes will be redeemable, in whole and not in part, at Inotiv’s option, on a redemption date occurring on or before October 3, 2022, at a cash redemption price equal to 101% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, plus a make-whole premium.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then noteholders may require Inotiv to repurchase their notes for cash. The repurchase price will be equal to the principal

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amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

The offer and sale of the notes, the guarantee and any common shares issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any common shares issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About the Company

Inotiv, Inc. is a leading contract research organization specializing in nonclinical and analytical drug discovery and development services. The Company focuses on developing innovative services supporting its clients’ discovery and development objectives for improved decision-making and accelerated goal attainment. The Company’s products focus on increasing efficiency, improving data, and reducing the cost of taking new drugs to market.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the completion of the pending Envigo acquisition and the intended use of the proceeds. Forward-looking statements represent Inotiv’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Inotiv’s common shares and risks relating to Inotiv’s business, including those described in periodic reports that Inotiv files from time to time with the SEC. Inotiv may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release

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speak only as of the date of this press release, and Inotiv does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Company Contact

Investor Relations

Inotiv, Inc.

The Equity Group Inc.

Beth A. Taylor, Chief Financial Officer

Kalle Ahl, CFA

(765) 497-8381

(212) 836-9614

btaylor@inotivco.com

kahl@equityny.com

Devin Sullivan

(212) 836-9608

dsullivan@equityny.com

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Table of Contents

Exhibit 99.2

Envigo RMS Holding Corp. and Subsidiaries


ANNUAL REPORT

For the Year Ended December 31, 2020



Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

Page

Consolidated Financial Statements

Independent Auditors’ Report on Consolidated Financial Statements

1

Consolidated Statements of Operations for the Year Ended December 31, 2020 and the Period June 3, 2019 to December 31, 2019

3

Consolidated Statements of Comprehensive Loss for the Year Ended December 31, 2020 and the Period June 3, 2019 to December 31, 2019

4

Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019

5

Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2020 and the Period June 3, 2019 to December 31, 2019

6

Consolidated Statements of Cash Flows for the Year Ended December 31, 2020 and the Period June 3, 2019 to December 31, 2019

7

Notes to Consolidated Financial Statements

8-47

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Table of Contents

Independent Auditor’s Report

To the Board of Directors

Envigo RMS Holding Corp. and Subsidiaries

Indianapolis, Indiana

Opinion

We have audited the consolidated financial statements of Envigo RMS Holding Corp. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended and for the Period June 3, 2019 to December 31, 2019, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year then ended and for the Period June 3, 2019 to December 31, 2019 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for  the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, LLP

Woodbridge, New Jersey

March 31, 2021, except for Notes 1, 20, and 22, as to which the date is September 21, 2021

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

(DOLLARS IN THOUSANDS)

Year Ended

Period June 3, 2019 to

    

December 31, 2020

    

December 31, 2019

Net revenue

$

246,369 

$

139,661 

Operating costs

Cost of sales

(192,360)

(111,594)

Selling, general and administrative expenses

(40,610)

(22,225)

Amortization of intangible assets

(2,549)

(1,422)

Loss on impairment of property, plant and equipment, goodwill and intangible assets

(49,806)

— 

Gain on sale of animal colony

12,386 

— 

Other operating expense

(5,440)

(11,263)

Operating loss

(32,010)

(6,843)

Interest expense, net

(9,331)

(6,195)

Interest expense, net - related parties

(47)

— 

Gain on bargain purchase of business

— 

2,137 

Gain on extinguishment of debt

633 

— 

Foreign exchange (losses) gains

(1,574)

441 

Other income

83 

626 

Loss from continuing operations, before income taxes

(42,246)

(9,834)

Income tax (expense) benefit

(11,262)

2,371 

Loss from continuing operations

(53,508)

(7,463)

Income (loss) from discontinued operations, net of tax

268 

(408)

Consolidated net income loss

(53,240)

(7,871)

Net loss attributable to non-controlling interests

365 

225 

Net loss attributable to the stockholders

$

(52,875)

$

(7,646)

See accompanying notes to consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

(DOLLARS IN THOUSANDS)

    

Year Ended
 December 31, 2020

    

Period June 3, 2019 to
 December 31, 2019

Consolidated net loss

$

(53,240)

$

(7,871)

Other comprehensive income, net of tax

Foreign currency translation

3,151

578

Defined benefit plans:

Actuarial losses, net of taxes

(2,333)

(246)

Foreign currency translation

(127)

164

Other comprehensive income, net of tax

691

496

Consolidated comprehensive loss

(52,549)

(7,375)

Comprehensive loss attributable to non-controlling interests

365

225

Comprehensive loss attributable to the stockholders

$

(52,184)

$

(7,150)

See accompanying notes to consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019

(DOLLARS IN THOUSANDS)

    

December 31, 2020

    

December 31, 2019

ASSETS

Current assets:

Cash and cash equivalents

$

32,405

$

21,744

Accounts receivable (net of allowances of $1,824 and $1,872, respectively)

58,501

34,122

Unbilled receivables

556

500

Inventories, net

29,663

29,350

Prepaid expenses and other current assets

11,755

12,704

Assets held for sale

4,408

Current assets of discontinued operations

1,504

1,095

Total current assets

138,792

99,515

Property, plant and equipment, net

75,580

82,652

Goodwill

39,679

Intangible assets, net

22,338

35,415

Long-term deferred tax assets

10,078

Other assets

3,445

8,880

Total assets

$

240,155

$

276,219

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

15,181

$

27,857

Accrued payroll and other benefits

8,118

8,149

Accrued expenses and other liabilities

4,793

3,949

Fees invoiced in advance

6,586

6,624

Current portion of long-term debt

1,002

Liabilities held for sale

1,099

Current liabilities of discontinued operations

1,307

1,207

Total current liabilities

37,084

48,788

Long-term debt, net

127,303

108,718

Related party debt, net

6,440

Other liabilities

8,906

6,156

Long-term deferred tax liabilities

587

233

Total liabilities

180,320

163,895

Commitment and contingencies (Note 21)

Company stockholders’ equity (per share and shares in whole dollars)

Common stock, Class A, $0.01 par value, 30,000 shares authorized, 18,618 issued and outstanding as of December 31, 2020 and 2019; and Class B, $0.01 par value, 3,000 shares authorized, 1,147 issued and outstanding as of December 31, 2020 and 2019

Preferred stock, $0.01 par value, 1,000 shares authorized, 0 shares issued and outstanding

Paid in capital

123,202

122,756

Retained deficit

(54,239)

(1,364)

Accumulated other comprehensive loss

(8,142)

(8,833)

Total company stockholders’ equity

60,821

112,559

Non-controlling interests in subsidiaries

(986)

(235)

Total stockholders’ equity

59,835

112,324

Total liabilities and stockholders’ equity

$

240,155

$

276,219

See accompanying notes to consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2020 AND PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

(DOLLARS IN THOUSANDS)

Common Stock

Accumulated

Class A – Voting

Class B - Non-Voting

Preferred Stock

Other

Non-

Paid in

Retained

Comprehensive

Controlling

    

Shares

    

Amount

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Loss

    

Interests

    

Total

Balance - December 31, 2019

18,618

$

1,147

$

$

$

122,756

$

(1,364)

$

(8,833)

$

(235)

$

112,324

Consolidated net loss

(52,875)

(365)

(53,240)

Actuarial losses (net of tax)

(2,816)

(2,816)

Pension cost amortization

483

483

Stock compensation expense

446

446

Other

(371)

(371)

Foreign currency translation adjustment

3,024

(15)

3,009

Balance - December 31, 2020

18,618

$

1,147

$

$

$

123,202

$

(54,239)

$

(8,142)

$

(986)

$

59,835

Common Stock

Accumulated

Class A – Voting

Class B - Non-Voting

Preferred Stock

Other

Non-

Paid in

Retained

Comprehensive

Controlling

    

Shares

    

Amount

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Earnings

    

Loss

    

Interests

    

Total

Balance - June 3, 2019

18,618

$

1,147

$

$

$

112,546

$

6,507

$

(7,698)

$

(6)

$

111,349

Consolidated net loss

(7,871)

(225)

(8,096)

Capital contribution from parent

10,210

10,210

Actuarial losses (net of tax)

(639)

(639)

Pension cost amortization

246

246

Foreign currency translation adjustment

(742)

(4)

(746)

Balance - December 31, 2019

18,618

$

1,147

$

$

$

122,756

$

(1,364)

$

(8,833)

$

(235)

$

112,324

See accompanying notes to consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

(DOLLARS IN THOUSANDS)

    

Year Ended

    

Period June 3, 2019 to

December 31, 2020

December 30, 2019

Cash flows from operating activities:

Consolidated net loss

$

(53,240)

$

(7,871)

Adjustments to reconcile consolidated loss to net cash provided by operating activities:

Depreciation and amortization

10,686

5,860

Loss on disposal of property, plant and equipment

609

220

Amortization of original issuance discount and debt issuance costs included in interest expense

200

68

Amortization of inventory step-up

2,040

1,662

Non-cash stock compensation expense

446

Gain on sale of animal colony

(12,386)

Gain on disposal of businesses

(2,757)

Loss on impairment of property, plant and equipment, goodwill and intangible assets

49,806

Gain on extinguishment of debt

(633)

Impairment of assets held for sale

235

Gain on bargain purchase of business

(2,137)

Foreign exchange losses (gains) on intercompany balances

1,576

(781)

Deferred income tax expense (benefit)

10,411

(3,168)

Undistributed losses (income) of noncontrolling interest

395

(225)

Provision for losses on accounts receivable

(427)

182

Changes in operating assets and liabilities:

Accounts receivable and unbilled receivables

(10,708)

(6,058)

Prepaid expenses and other current assets

871

(313)

Inventories, net

1,150

1,825

Accounts payable, accrued expenses and other liabilities

(9,244)

9,545

Fees invoiced in advance

(158)

7,846

Defined benefit pension plan liabilities

(1,134)

(503)

Other

(739)

(428)

Net cash (used in) provided by operating activities

(10,479)

3,202

Cash flows from investing activities:

Purchases of property, plant and equipment

(2,948)

(2,199)

Net proceeds from divestiture of businesses

2,170

Net cash used in investing activities

(2,948)

(29)

Cash flows from financing activities:

Proceeds from loans received

66,212

Capital contribution from stockholders

10,210

Payment of debt issuance costs

(1,228)

(350)

Repayments of long-term debt and capital lease obligations

(40,605)

(3)

Net cash provided by financing activities

24,379

9,857

Effect of exchange rate changes on cash and cash equivalents

345

(153)

Increase in cash and cash equivalents

11,297

12,877

Cash and cash equivalents at beginning of period

21,918

9,041

Cash and cash equivalents at end of period

33,215

21,918

Less: discontinued operations cash balance

(431)

(174)

Less: assets held for sale cash balance

(379)

Cash and cash equivalents at end of period - continuing operations

$

32,405

$

21,744

Noncash financing and investing activities:

Non-cash debt payment (see Note 17)

$

532

$

Seller financed acquisition

$

$

110,000

Proceeds on sale of animal colony (property, plant and equipment)

$

14,156

$

Supplementary disclosures:

Interest paid

$

7,932

$

4,340

Income taxes paid, net

$

751

$

183

See accompanying notes to consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 1. THE COMPANY AND ITS OPERATIONS

Nature of Business and Organization

Envigo RMS Holding Corp. (the “Parent”) was formed on April 9, 2019 as a wholly owned subsidiary of Envigo Holdings, Inc. (Holdings) for the sole purpose of owning Holdings’ research models and services businesses (“RMS”) and certain other assets. On June 3, 2019, in anticipation of the acquisition of the majority of Holdings’ contract research services (“CRS”) operating segment by Laboratory Corporation of America Holdings’ (“LabCorp”) Covance Drug Development segment (“Covance”), Holdings executed a group restructuring and spin-off whereby Holdings’ RMS operating subsidiaries were contributed to the Parent. The group restructuring was completed by entities under common control with the shareholder group of the Parent remaining substantially the same. However, long-lived assets, including property, plant and equipment, intangibles and goodwill, were reviewed for impairment which resulted in adjustments to the value of property, plant and equipment and intangibles. The Parent together with its subsidiaries are referred to collectively as “Envigo”, or the “Company”.

Concurrent with the spin-off, Envigo RMS LLC, a wholly owned subsidiary of the Parent, acquired Covance Research Products, Inc. (“CRP”) (later renamed Envigo Global Services Inc. or “EGSI”) for $110,000 with the Parent as “Issuer” of the “Seller Note” to Covance Preclinical Corporation as “Holder”. This acquisition was financed by the Seller Note. See Note 4 for a more detailed discussion of this acquisition and Note 17 for additional details on the Seller Note. The sale of the CRS business to LabCorp and the purchase of the EGSI business from LabCorp are referred to collectively as the LabCorp Transaction. The LabCorp Transaction was completed on June 3, 2019. The Company incurred costs of $6,391 related to the LabCorp Transaction, including $350 related to the Seller Note, which has been capitalized and is being amortized over the term of the debt. All information contained in this Annual Report for the year ended December 31, 2020 and the period June 3, 2019 to December 31, 2019 (the “2019 Period”) relates to Envigo.

Envigo breeds, imports and sells research-quality animal models for use in laboratory tests, manufactures and distributes standard and custom diets, distributes bedding and enrichment products, and provides other services associated with these products. The Company is one of the largest commercial provider of RMS products and services globally and has been supplying research models since 1931. With over 130 different species and strains, the Company is a global leader in the production and sale of some of the most widely used rodent research model strains, among other species. The Company maintains production and distribution facilities, including barrier and isolator facilities, in the United States (“U.S.”), United Kingdom (“U.K.”), mainland Europe, and Israel.

Reverse Stock Split

On April 14, 2021, the Company completed a 1,000:1 reverse stock split. The reverse stock split reduces the authorized Class A Common Stock to 30,000 shares and Class B Common Stock to 3,000 shares. It did not affect the authorized Preferred Stock, which remains at 1,000 shares. The par value of all shares remains $0.01 per share. The impact of the reverse stock split has been retrospectively applied to the consolidated balance sheets and the consolidated statements of shareholder’s equity presented elsewhere herein, as well as within corresponding note disclosures as applicable. After the reverse stock split, there are 18,618.207 Class A shares issued and outstanding and 1,146.767 Class B shares issued and outstanding.

COVID-19

The outbreak of COVID-19, which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the United States of America and the globe. Many U.S. State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibited in-person work activities for many industries and businesses, having the effect of suspending or severely curtailing operations. The outbreak continued through the Summer 2020 and, after abating somewhat, has increased precipitously during Fall 2020 and early Winter 2020/2021. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-19 outbreak to negatively impact the Company’s financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

Due to the world-wide impact of the COVID-19 pandemic, the Company’s operations have been impacted in many ways including:

Disruption in the supply of certain animal research models, including a disruption in the supply of non-human primates from China. There is no certainty as to when or if the supply of non-human primates from China will restart;
Temporary cancelation or delay in customer orders; and
Product demand fluctuations.

At this point, the Company has seen negative effects of COVID-19 on second quarter 2020 operating results and to a lesser extent on third and fourth quarter 2020 operating results. The Company expects the effects of COVID-19 to continue to have some impact on its operating results and cash flow in 2021. The Company’s current estimates and assumptions are dependent, in large part, on factors that are outside of the control of the Company including the potential impact to operations from various restrictions that may be in place from time to time in domestic and global economies.

Liquidity

As of December 31, 2020, the Company has working capital of $101,708, including cash-on-hand of $32,405. The Company expects to maintain sufficient cash to be able to meet all of its obligations for the next 12 months after the date that these consolidated financial statements are issued.

The outbreak of the COVID-19 pandemic in late 2019, as discussed above, has caused some disruption in our inventory supplies and timing of our customer orders, which could have a negative impact on our cash flows. The Company has been able to identify and access alternative inventory supply resources to mitigate a portion of the supply disruption impact discussed above.

While the Company does not currently have access to a line of credit the Company, including its subsidiaries, was able to apply for and receive $50,000 under the Main Street Lending Program (“MSLP”), $11,026 of loans under the Paycheck Protection Flexibility Act (“CARES Act”) and $6,000 from private lending sources. See Note 17 for a more detailed discussion of the loans. These loans are within the permitted additional indebtedness limits under the Seller Note. These loans allowed the Company to maintain existing operations and staffing levels at all of its U.S. facilities. In addition, the consolidated VIE was also able to apply for and received $486 of loans.

In addition, the Company has the ability to adjust its operating plan spending levels accordingly and has taken certain actions, which continue to be reviewed, including:

Working with landlords to defer certain lease payments until 2021;
Deferment of annual employee compensation increases; and
Deferment of U.S. payroll taxes allowed under the Cares Act;

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 2. BASIS OF PRESENTATION

Consolidation

The accompanying consolidated financial statements (“consolidated financial statements”) of the Company have been prepared, including all subsidiaries and a variable interest entity (“VIE”) it consolidates, in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). See Note 9 – Variable Interest Entities, for a further discussion of the VIE in which the Company held a variable interest and the consolidation of the entity in our consolidated financial statements as of and for the year ended December 31, 2020. In the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations.

The Company accounts for non-controlling interests in accordance with Accounting Standard Codification (“ASC”) 810, “Consolidation” (“ASC 810”). ASC 810 requires companies with non-controlling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The non-controlling interests’ portion of net income (loss) is presented on the consolidated statement of operations.

Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Comparatives

In conjunction with the LabCorp Transaction, the Company undertook a plan to sell or dispose of certain assets comprising the remaining CRS businesses in Germany, Spain and Israel (together the “CRS business”). At that time, The Company conducted a review and determined that the CRS business met the criteria for assets and liabilities held for sale and discontinued operations presentation. Accordingly, the presentation of the consolidated statements of operations has been revised as if the CRS business had been discontinued for the year ended December 31, 2020 and the 2019 Period. See Note 5 for a more detailed discussion of discontinued operations including details of assets and liabilities and income (loss) related to the discontinued business, along with certain information for the consolidated statement of cash flows. Unless otherwise, noted all information presented hereafter is based upon continuing operations.

To conform to presentation for the year ended December 31, 2020, inventory step-up amortization of $1,662 recorded during the 2019 Period was reclassified from other operating expense to costs of sales on the consolidated statement of operations.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgements that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include 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.

Net Revenue

Effective for the period ended December 31, 2019, the Company adopted ASC 606 using the modified retrospective method for all contracts not completed as of the date of adoption. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Product Revenue. Product revenue included research models, diets and bedding, bioproducts and transgenic. Product revenue is recognized at the point in time when the Company’s performance obligations with the applicable customers have been satisfied. Revenue is recorded at the transaction price, which is the amount of consideration the Company expects to receive in exchange for transferring products to a customer. The Company considered the unit of account for each purchase order that contains more than one product. Because all products in a given purchase order are generally delivered at the same time and the method of revenue recognition is the same for each, there is no need to separate an individual order into separate performance obligations. The performance obligations, including associated freight to deliver products, is met upon delivery (destination point) and transfer of title. The Company determines the transaction price based on fixed consideration in its contractual agreements. In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers product to when the customers pay for the product is less than one year and the customers do not pay for product in advance of the transfer of the product. However, in certain transactions, there can be greater than one year between when the customer pays for product and the Company delivers the product. The Company recorded interest expense of $691 during the year ended December 31, 2020, related to the financing component for these transactions. During the year ended December 31, 2020, $252 of accrued interest was released as revenue was recognized.

Services Revenue. Services revenue include per diem charges for boarding customer-owned animals. The service revenue performance obligation is the delivery of service which generally represents caring for animals we are holding for customers. Services revenue is recognized as invoiced in accordance with the invoice method practical expedient which permits the recognition of revenue, for contracts over time, as invoiced if the company’s right to payment is for an amount that corresponds directly with the value to the customer of the company’s performance to-date.

Shipping and handling costs incurred are recorded in cost of sales. The Company accounts for the sale of containers used to ship products as revenue. Costs related to containers are recorded in cost of sales.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less and consist primarily of amounts invested in money market funds and bank deposits. As of December 31, 2020 and 2019, the Company has $421 and $392 of cash equivalents, respectively.

Accounts Receivable and Allowance for Uncollectible Accounts

The Company records accounts receivable net of an allowance for doubtful accounts. The Company establishes an allowance for uncollectible accounts which it believes is adequate to cover anticipated losses on the collection of all outstanding trade receivables, which is based on historical information, a review of customer accounts and related receivables, and management’s assessment of current economic conditions. The Company reassesses the allowance for uncollectible accounts at the end of each quarter. Net recoveries and write-offs of provisions against the allowance for doubtful accounts were $0 and $1 during the year ended December 31, 2020 and in the 2019 Period, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Fees Invoiced in Advance

Fees invoiced in advance include customer prepayments which are typically used to secure supply of certain animal models. The prepayments are typically credited against sales invoices when products are sold to the customers.

Inventories

Inventories consist primarily of research models stock, biomedical products, diets and bedding, and are stated at the lower of cost or net realizable value using the average costing methodology. The determination of net realizable value is assessed using the selling price of the products. Provisions are recorded to reduce the carrying value of inventory determined to be unsalable. Inventory not expected to be sold within the next twelve months is classified as noncurrent in the consolidated balance sheets.

Property, Plant and Equipment (“PP&E”)

Property, plant and equipment are stated at cost and depreciated over the estimated useful lives on a straight-line basis. Estimated useful lives of respective assets are as follows:

Asset

    

Estimated Useful Lives

Land

Indefinite

Land improvements

5 - 13 years

Freehold buildings

10 - 45 years

Plant and equipment

3 - 25 years

Vehicles

3 - 5 years

Computers and software

3 - 5 years

Large animal breeding stock

5 years

Leasehold buildings and improvements are depreciated over the lesser of its estimated useful life or remaining lease term. Repairs and maintenance expenses on these assets arising from the normal course of business are expensed in the period incurred.

Goodwill

Goodwill represents the difference between the purchase price and the fair value of net tangible and identifiable net intangible assets acquired in business combinations when accounted for using the purchase method of accounting.

Goodwill is not amortized but is tested for impairment at the reporting unit level on an annual basis. The Company early adopted ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” in the prior year. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative impairment test, in which the Company compares the fair value of its reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, an impairment charge is booked but this must not be greater than the total amount of goodwill allocated to that reporting unit. During the year ended December 31, 2020, the Company recorded goodwill impairment charges of $39,679. See Note 14 for further discussion. The Company recorded no impairment of goodwill in the 2019 Period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Long-Lived and Intangible Assets

Long-lived and intangible assets are stated at cost or fair value acquired and amortized over their estimated useful lives on a straight-line basis. Estimated useful lives are as follows:

Asset

    

Estimated Useful Lives

Customer contracts

10 years

Customer relationships

10 years

Intellectual property—animal strains

10 years

Long-lived and intangible assets subject to amortization, to be held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the undiscounted future cash flows are found to be less than the carrying amount of the asset group. If such assets are considered to be impaired, a charge is recorded to reduce the carrying amount of the asset to fair value and the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Long-lived and intangible assets subject to amortization to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. No impairment was recorded during the 2019 Period. See Note 15 for a discussion of impairment of intangibles assets recorded during the year ended December 31, 2020.

As of December 31, 2020 and 2019, there were no intangible assets with indefinite useful lives.

Income Taxes

The Company uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense.

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the assumptions that market participants would use when pricing the asset or liability.

The Company’s financial assets are measured and recorded at cost. The Company’s liabilities are measured and recorded at cost or amortized cost.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of hierarchy consist of the following:

Level 1—Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2—Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
Level 3—Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

Concentration of Risk

The Company maintains cash and cash equivalents with various financial institutions. These financial institutions are located primarily in the U.S., U.K., and Switzerland, and the Company’s policy is designed to limit exposure with any one institution. Balances in these accounts, at times, may be in excess of insured limits. At December 31, 2020 and 2019, the Company had uninsured balances of $30,131 and $20,390, respectively. The Company has not experienced any losses in such accounts.

Financial instruments that also potentially subject the Company to concentrations of credit risk consist primarily of trade receivables from customers in the biopharmaceutical, chemical, academic, and governmental sectors. The Company believes its exposure to credit risk is minimal, as 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 accounts receivable and unbilled receivables less fees invoiced in advance.

The Company has a wide range of customers and suppliers and therefore, believes its concentration risk to any one customer or supplier is minimal. In the year ended December 31, 2020, the Company had one customer that accounted for 24.9% of sales and no supplier accounted for more than 10% of purchases of goods and services. In the 2019 Period, the Company had one customer that accounted for 24.5% of sales and no supplier accounted for more than 10% of purchases of goods and services.

An analysis of the Company’s net revenues from continuing operations and total assets are included in the notes to the consolidated financial statements (see Note 24 – Geographical Information).

Leased Assets

Assets held under the terms of capital leases are included in property, plant and equipment and are depreciated on a straight-line basis over the lesser of the useful life of the asset or the term of the lease. Obligations for future lease payments under capital leases, less attributable finance charges, are shown within debt and are presented between current and long-term.

Operating leases are expensed on a straight-line basis over the lease term, and the Company records the difference between amounts charged to operations and amounts paid within accrued expenses.

Pension Costs

The Company has a number of defined contribution plans and a defined benefit plan for one of its U.K. subsidiaries.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The projected benefit obligations and funded position of the defined benefit plan is estimated by actuaries and the Company recognizes the funded status of its defined benefit plan on its consolidated balance sheet and recognizes gains, losses and prior service costs or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of accumulated other comprehensive income (loss), net of tax. The Company measures plan assets and obligations as of the date of the Company’s year-end consolidated balance sheet making assumptions to anticipate future events.

Additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition assets or obligations are disclosed in the notes to the consolidated financial statements (see Note 19 - Employee Benefits).

Debt Issuance Costs

Fees incurred related to the issuance of debt are recorded as deferred financing costs and are amortized to interest expense using the effective interest method over the term of the loan. The deferred debt issuance costs are presented as a reduction of the carrying value of debt on the consolidated balance sheets.

Comprehensive Loss

Comprehensive loss for the year and period presented is comprised of consolidated net loss plus the change in the cumulative translation adjustment equity account and the adjustments, net of tax, for the current year actuarial gains (losses) and prior service costs in connection with the Company’s defined benefit plan.

Foreign Currencies

Transactions in currencies other than the functional currency of each entity are recorded at the rates of exchange at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange at the balance sheet date and the related transaction gains and losses are reported in the consolidated statements of operations, in Operating income. The Company records gains and losses from re-measuring intercompany loans separately in Foreign exchange gain (loss) in the consolidated statement of operations.

The results of operations of subsidiaries whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rate, assets and liabilities are translated at year-end exchange rates, capital accounts are translated at historical exchange rates, and retained earnings are translated at the weighted average of historical rates. Translation adjustments are excluded from the determination of net income and are recorded as a separate component of equity within accumulated other comprehensive loss in the consolidated financial statements.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-14, “Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefits Plan” (“ASU 2018-14”). The amendments in ASU 2018-14 modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Relevant amendments that relate to the Company include the removal of the requirement to disclose amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the reconciliation of the opening balances to the closing balances of plan assets measured on a recurring basis in Level 3 of the fair value hierarchy. However, non-public entities will be required to disclose separately the amounts of transfers into and out of Level 3 of the fair value hierarchy and purchases of Level 3 plan assets. Additional disclosures will be required including explanations for significant gains and losses relating to changes in the benefit obligation for the period and additional information where the projected benefit obligation and accumulated benefit obligation exceeds the value of plan assets. Effective December 31, 2020, the Company adopted ASU 2018-14, which did not have a material effect on the Company’s consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Newly Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right of use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Subsequent to the issuance of ASU 2016-02, the FASB issued codification updates in July 2018, ASU 2018-11 “Leases (Topic 842) – Targeted Improvements (“ASU 2018-11”) and in March 2019, ASU 2019-01 “Leases (Topic 842) – Codification Improvements. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”), which delayed the effective date for non-public companies to annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effects of adopting ASU 2016-02, and all updates, on its consolidated financial statements, but expects that it will result in a significant increase in the assets and liabilities recorded on the consolidated balance sheet.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses” (“ASU 2016-13”). ASU 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. In November 2019, the FASB issued ASU 2019-10 which delayed the effective date for non-public companies to annual reporting periods beginning after December 15, 2022, including interim periods within the fiscal year beginning after December 15, 2022, with early adoption permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU, including subsequently issued updates, offers temporary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that is expected to be discontinued by December 31, 2021. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until December 31, 2022 when the replacement for LIBOR is expected to be completed. The interest rate on the Company’s Seller Note (matures June 2022) and MSLP Term Loan and Second Lien Loan (both mature in November 2025), are linked to LIBOR. The Company is in the process of evaluating options for transitioning away from the senior credit facility’s use of LIBOR and expects to be completed by the time LIBOR is phased out. The Company did not elect to apply any of the expedients or exceptions as of and for the year ended December 31, 2020 and is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures.

Management does not believe that any other recently issued but not yet effective accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

NOTE 4. ACQUISITIONS

EGSI Acquisition

On June 3, 2019, the Company acquired Covance Research Products, Inc., which was subsequently renamed as Envigo Global Services Inc. (“EGSI”) for $110,000. EGSI is a business mainly comprised of large animal model species. As a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

result of the acquisition, the Company has diversified its animal models portfolio. The transaction was financed with the Seller Note due 2022. See Note 17 for more details on the terms of the Seller Note. The Company incurred transaction cost of $6,391 including $6,041 success-based fees and payments and $350 for issuance of the Seller Note. The success-based costs are included in other operating expenses on the consolidated statement of operations. The debt issuance costs are capitalized and being amortized over the debt term.

The Company accounted for the acquisition in accordance with ASC 805, Business Combinations (“ASC 805”), and, accordingly, the purchase price has been allocated to the tangible and intangible assets and liabilities acquired based upon the estimated fair value at the date of acquisition as follows:

Accounts receivable

    

$

9,531

Prepaid and other current assets

6,712

Inventory

27,321

Property, plant and equipment

61,702

Other assets

10

Intangible assets

Customer relationships

9,700

Intellectual property

1,200

Goodwill

747

Total assets

116,923

Current liabilities

(6,923)

$

110,000

Inventory

The fair value of acquired inventories of $27,321 is valued at the estimated selling price less the cost of disposal and reasonable profit for the selling effort. The fair value of acquired inventories includes a write-up of acquired finished goods inventory of $3,603, the amount of which will be amortized over the expected turn of the acquired inventory. Accordingly, during the 2019 Period incremental cost of sales of $1,662 was recorded associated with the amortization of the fair value write-up of inventory.

Tangible and Intangible Assets

The valuation methodology for tangible and intangible assets is presented in the table below. The intangible assets were calculated using a discounted cash flow model (“DCF”) taking into account key assumptions for projected revenue, operating earnings and EBITDA growth, working capital requirements, remaining life, contributory asset charges, tax rates and discount rate.

Asset

    

Valuation Methodology

Tangible

Real property

Cost Approach – replacement cost new method

Personal property

Cost Approach – reproduction cost method

Market Approach – comparable match method; percent of cost method

Intangible

Customer relationships

Income Approach – Multi-period excess earnings method

Intellectual property

Income Approach – Relief from royalty (“RFR”) method

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The fair value of acquired property, plant and equipment of $61,702 has been determined by a third-party valuation firm and is valued at its value-in-use. The Company does not anticipate a material increase to the assets in the course of construction from the amounts presented in the table below. During the 2019 Period, depreciation expense of $2,712 was recorded.

The below table summarizes the identifiable property, plant and equipment and estimated remaining useful lives.

    

Fair Value

    

Useful Lives
(in Years)

Land

$

5,750

Buildings

32,590

26 - 30

Leasehold buildings and improvements

1,910

4 - 6

Plant, equipment, vehicles, computers and software

10,948

1 - 16

Brood stock

2,382

1 - 5

Assets in the course of construction

8,122

$

61,702

The identifiable intangible assets summarized in the fair value table above have been amortized from the acquisition date based on their useful lives of 10 years. The aggregate amortization expense for the 2019 Period was $636. Estimated future amortization expense for each of the next five years is $1,090.

Goodwill

Goodwill in the amount of $747 has been recorded for the acquisition of EGSI. The goodwill is deductible for income tax purposes based upon a 15 year amortization schedule. Goodwill is calculated as the excess of the consideration transferred over the fair value of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as the EGSI trained and assembled workforce as well as the synergies and other benefits that are expected to result from combining the operations of the two companies. Goodwill will not be amortized but tested for impairment at least annually.

Leases

In conjunction with the acquisition, the Company entered into a license agreement expiring on June 3, 2020, for the use of the Seller’s premises located in Greenfield, Indiana. The Company also entered into a license agreement to lease a portion of its Denver, Pennsylvania site to the Seller until June 3, 2024. These agreements were executed at closing of the LabCorp Transaction and are considered to be at market terms.

Other Matters

At closing, the Company and LabCorp entered into a transition services agreement (“TSA”) to cover services including facilities management, finance, human resources, information technology, regulatory compliance, procurement and supply chain, sales and marketing, operations, and contract management. The TSA services vary in duration from one to twelve months. The Company recorded TSA costs of $645 during the 2019 Period.

In connection with the EGSI acquisition, the Company entered into a five-year supply agreement with a LabCorp subsidiary to supply research-quality animal models, as well as standard diets and bedding and other associated services.

Cash Flow Presentation

Since the EGSI acquisition was financed with Seller funding, the transaction will be presented as non-cash investing and financing activities in the consolidated statement of cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Envigo GEMS Acquisition

On December 3, 2019, the Company acquired the In Vivo (“Envigo GEMS”) assets of Horizon Discovery Group (“Horizon”) for one dollar. Envigo GEMS offers transgenic research models and associated services. The acquisition allows the Company to offer transgenic research models and associated services to its existing customer base.

The Company reviewed the assets and processes acquired in accordance with ASC 805 and determined that the assets acquired met the criteria of a business and therefore was accounted for in accordance with ASC 805. Since the Envigo GEMS assets were acquired for one dollar, the acquisition is considered a bargain purchase. The assets acquired are recorded based upon the estimated fair value at the date of acquisition and a bargain purchase gain is recorded. No goodwill is recorded.

The estimated fair value of the assets acquired and the bargain purchase gain are as follows:

Other receivable

    

$

68

Inventory

525

Property, plant and equipment

1,544

Gain on bargain purchase

$

2,137

Following a business combination, the Company has a period of not more than twelve months from the date of the acquisition to finalize the acquisition date fair values of acquired assets and assumed liabilities. At December 31, 2020, fair values have been finalized.

Inventory

The fair value of acquired inventories of $525 is valued at the estimated selling price less the cost of disposal and reasonable profit for the selling effort. The fair value of acquired inventories includes a write-up of acquired finished goods inventory of $99, the amount of which is amortized over the expected turn of the acquired inventory.

Tangible and Intangible Assets and Goodwill

The valuation methodology for tangible assets is presented in the table below. No intangible assets or goodwill was recorded for this transaction.

Asset

Valuation Methodology

Tangible

Real property

Cost Approach – replacement cost new method

Personal property

Cost Approach – reproduction cost method

Market Approach – comparable match method; percent of cost method

The fair value of acquired property, plant and equipment of $1,544 has been determined by a third-party valuation firm and is valued at its value-in-exchange.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The below table summarizes the identifiable property, plant and equipment and estimated remaining useful lives.

    

    

Useful Lives

Fair Value

(in Years)

Land

330

Buildings

280

8 - 12

Sited improvements

50

9 - 13

Plant, equipment, vehicles, computers and software

884

1 - 18

$

1,544

Leases

In conjunction with the acquisition, the Company assumed Horizon’s lease of a property in St. Louis, Missouri with a lease expiration date of July 2023. The lease terms are considered to be at market.

License Agreement

In conjunction with the acquisition, the Company entered into a license agreement for the usage of the CRISPR Cas9 technology. The agreement required a one-time license fee of $40, annual license fees of $50 and royalties of 8% of models sold. There is no set termination date to the agreement. The license agreement terms are considered to be at market.

Other Matters

At closing, the Company and Horizon entered into a TSA to cover services including facilities management, finance, human resources, information technology, regulatory compliance, procurement, sales, marketing, customer service, quality assurance, and contract management. The TSA services vary in duration from one to fourteen months.

NOTE 5. DISCONTINUED OPERATIONS

In conjunction with the LabCorp Transaction, the Company undertook a plan to sell or dispose of certain assets comprising the remaining CRS businesses in Germany, Spain and Israel (together the “CRS business”). Exiting the CRS business will result in the Company focusing solely on its research models and services business. The Company is actively marketing the CRS business and completed the sale of its Germany and Spain CRS businesses in July 2019 and November 2019, respectively. Envigo signed a letter of intent (“LOI”) dated February 3, 2021 to sell its CRS Israel business along with its RMS Israel business. See Note 6 below for a more detailed discussion of the proposed sale.

In the 2019 Period, the Company completed the sale of its CRS Germany business (Envigo CRS GmbH) entity to a third-party investment group for $3,784 and recorded a loss on sale of $826. In the 2019 Period, the Company completed the sale of its CRS Spain business (Envigo CRS, S.A.U.) entity to a third party for one euro and recorded a loss on sale before taxes of $4,690, including an impairment charge of $7,584. The tax benefit associated with the sale of Spain CRS is due to losses recorded in the U.S. for the write-off of intercompany accounts receivable. The offsetting gains associated with the write-off of accounts payable on Spain CRS were offset by prior net operating losses and therefore no tax expense was recorded.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The calculation of the loss on sale of CRS Germany and a gain on the sale of CRS Spain for the 2019 Period are as follows:

    

CRS Germany

    

CRS Spain

Proceeds from sale

$

3,784

$

Transaction costs

(561)

(100)

Net proceeds

3,223

(100)

Impairment of long-lived assets

7,584

Net assets sold

4,049

(2,994)

Loss on sale before taxes

(826)

(4,690)

Net tax impact

8,273

Net (loss) gain on sale

$

(826)

$

3,583

Assets and Liabilities Classified as Held For Sale

The Company classifies assets as held for sale (or disposal groups comprised of assets and liabilities) which are expected to be recovered primarily through sale rather than through continuing use. They are stated at the lower of carrying amount or fair value less costs to sell. Upon reclassification, the Company ceases to depreciate or amortize non-current assets classified as held for sale.

Based upon this criteria, the Company’s CRS Israel business meets the requirements of reporting as assets held for sale. Accordingly, the long-term assets of CRS Spain and CRS Israel were evaluated for impairment. Based upon an analysis of fair value compared to net book value, an impairment charge of $7,584 was recorded for CRS Spain, prior to its sale, in the 2019 Period. Based upon an analysis of fair value compared to net book value, an impairment charge of $235 was recorded for CRS Israel in the 2019 Period. At December 31, 2020 and 2019, the assets and liabilities of the Company’s Israel CRS business are presented as assets held for sale in the consolidated balance sheets.

Discontinued Operations

A discontinued operation is a component of the Company’s business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale and has experienced a strategic shift that will have a major effect on the Company’s operations and financial results. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the statement of operations is revised as if the operation had been discontinued from the first period presented.

Upon completion of this review, the Company determined that the CRS business met the criteria for assets and liabilities held for sale and discontinued operations presentation. Accordingly, the presentation of the consolidated statements of operations has been revised as if the CRS business had been discontinued for the year ended December 31, 2020 and the 2019 Period. Presented in the tables below are details of assets and liabilities and income (loss) related to the discontinued business, along with certain information for the consolidated statement of cash flows.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Assets and liabilities from discontinued operations were as follows:

    

As of December 31,

2020

    

2019

Assets

Current

Cash and cash equivalents

$

431 

$

174 

Accounts receivable, net

653 

669 

Unbilled receivables

63 

51 

Prepaid expenses and other current assets

357 

201 

Total current assets

$

1,504 

$

1,095 

Liabilities

Current

Accounts payable

$

131 

$

179 

Accrued payroll and other benefits

520 

495 

Accrued expenses and other liabilities

159 

153 

Fees invoiced in advance

497 

380 

Total current liabilities

$

1,307 

$

1,207 

Loss from discontinued operations were as follows:

    

Year Ended
December 31, 2020

    

2019 Period

Net service revenue

$

3,230 

$

5,129 

Service cost of sales

(2,632)

(5,918)

Selling, general and administrative expenses

(299)

(2,527)

Operating income (loss)

299 

(3,316)

Loss on sale

— 

(5,516)

Impairment of assets held for sale

— 

(235)

Foreign exchange (loss) income

(2)

340 

Miscellaneous, net

(25)

(5)

Income (loss) from discontinued operations before income taxes

272 

(8,732)

Income tax (expense) benefit

(4)

8,324 

Income (loss) from discontinued operations, net of tax

$

268 

$

(408)

Other operating expenses for the 2019 Period includes $1,861 of severance costs related to CRS Spain.

The Company elected to not revise its consolidated statement of cash flows for discontinued operations. The table below provides selected cash flow items to assist in understanding the impact of the discontinued operations on the Company’s cash flows for the year ended December 31, 2020 and the 2019 Period.

    

Year Ended
December 31, 2020

    

2019 Period

Depreciation and amortization

$

$

102 

Capital expenditures

$

$

25 

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 6. ASSETS HELD FOR SALE

Envigo signed a LOI dated February 3, 2021 to sell its ownership interest Israel RMS and CRS businesses to the management team of the Israel businesses for $6,650. The sale includes the Company’s 100% ownership in RMS Israel and RMS Israel’s 62.5% ownership interest in CRS Israel. The management team currently owns the 37.5% minority ownership position in CRS Israel. The sale is expected to close in 2021. While the LOI wasn’t signed until February 2021, based upon the status of sale at December 31, 2020, the RMS Israel net assets and liabilities to be sold where evaluated for assets held for sale (“AHFS”) classification. Based upon a review of the AHFS criteria under ASC 360, it was determined that the net assets and liabilities of Israel RMS met the criteria for assets held for sale as of December 31, 2020 and, since the sales is expected to be completed within the next 12 months, are aggregated into separate current assets and liabilities held for sale lines on the consolidated balance sheets. As discussed in Note 5 above, CRS Israel had previously met the criteria for assets held for sale and discontinued operations, are presented as discontinued operations at both December 31, 2020 and 2019.

The table below reflects the details of the net assets and liabilities held for sale as of December 31, 2020.

ASSETS

    

Current assets:

Cash and cash equivalents

$

379

Accounts receivable

1,408

Inventories, net

588

Prepaid expenses and other current assets

618

Total current assets

2,993

Property, plant and equipment, net

262

Intangible assets, net

732

Other assets

421

Total assets

$

4,408

LIABILITIES

Current liabilities:

Accounts payable

$

227

Accrued payroll and other benefits

386

Accrued expenses and other liabilities

484

Fees invoiced in advance

2

Total liabilities

$

1,099

Net assets held for sale

$

3,309

NOTE 7. SALE OF ANIMAL COLONY

On December 21, 2020, the Company completed the sale of its colony of Indian Origin Rhesus located in Alice, Texas for $20,000. The sale included 1,305 NHPs including 588 animals available for sale or to be available for sale and 717 brood stock. Under a separate boarding agreement with the purchaser, the colony is anticipated to remain at the Company’s Alice, Texas facility under the care and maintenance of the Company. The initial term of the boarding agreement ends in July 2021. The sale of the animal colony and the boarding agreement value and pricing was not negotiated dependent upon the other and have been executed on an arm’s-length basis. While the colony remains at the Company’s Alice facility, the change in control of the colony took effect on December 21, 2020, which was also the date the performance obligation under the sales agreement was met. The revenue related to providing on-going maintenance and care services to the colony will be recognized monthly as the services are preformed and billed in arrears.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The table below reflects the proceeds and gain on the sale of inventory and brood stock included in the transaction.

Sale of Inventory

Sale of PP&E

Total

Revenue

    

$

5,844 

    

Proceeds from sale

    

$

14,156 

    

Proceeds

    

$

20,000 

Cost of sales

(1,775)

Net book value of PP&E sold

(1,770)

Net book value of assets sold

(3,545)

Gross margin

$

4,069 

Gain on sale of animal colony

$

12,386 

Profit on sale

$

16,455 

The proceeds from the sale of the colony was allocated in accordance with ASC 606. The revenue allocated to the sale of inventory is based upon current market pricing for NHPs. The portion of the proceeds allocated to the sale of property, plant and equipment took into consideration the long-term productive nature of the brood stock, historical and forecasted pricing, and the premium to the purchaser of having an in-house supply of animal models.

NOTE 8. RESTRUCTURINGS

Bresso

In February 2020, the Company made the decision to restructure certain of its operations in Europe including the cessation of certain activities in Italy and the transfer of other activities to facilities in other countries in which it operates. The customers serviced by the Italy RMS operations will continue to be serviced by the Company’s other European operations and no overall decrease in revenues is anticipated. In April 2020, due to the COVID-19 pandemic, negotiations concerning and formal steps for the closure and transition of Italy RMS operations were suspended. In September 2020, restructuring efforts were resumed including negotiations with local trade unions on a plan to close and relocate the existing offices and the reduction of 31 employees and notification to employees of anticipated separation date and employee severance benefits. The restructuring plan includes the following phases:

Phase 1 – closing and/or relocation of health monitoring and administrative functions to smaller and lower cost facilities including reduction of 24 employees
Phase 2 – relocation of animal isolators to the Company’s facilities in the Netherlands
Phase 3 – completion of isolator relocation and final decommissioning of the Bresso office including the reduction of a final 7 employees

All employee reductions are expected to be completed by the end of first quarter of 2021. The relocation and decommissioning of the Bresso, Italy location was completed in early 2021. The relocation and installation of the animal isolators to the Company’s Netherlands location began in the fourth quarter of 2020 and was completed in early 2021.

Costs associated with the closure and transition are expected to be approximately $1,900. The costs include:

$900 – employee severance benefits
$600 – capital expenditures
$400 – other closure and winddown costs

As of December 31, 2020, the following restructuring activities have been completed:

Notification and exit of the lease in Bresso, Italy. Proper notification was given as required under the lease, so there will be no lease exit cost;
Notification to employees of anticipated separation dates and severance benefits;
Separation of 28 of the 31 employees impacted; and

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Transfer of the majority of assets to the Company’s facilities in the Netherlands.

For the year ended December 31, 2020, restructuring costs of $936 have been incurred and are included in other operating expenses on the consolidated statements of operations. The expense during the year ended December 31, 2020 includes $768 for severance and related taxes and $168 of relocation, closure and winddown costs. At December 31, 2020, the Company had accruals of $110 for employee severance benefits and related taxes to be paid in early 2021.

Haslett and Boyertown

During 2020, Envigo’s management approved a plan to close and relocate its operations in Haslett, Michigan and Boyertown, Pennsylvania into its existing facility in Denver, Pennsylvania (“Denver facility”). The plan was officially announced in January 2021 and is expected be completed in 2022. To accommodate the relocation, Envigo will be investing approximately $5,300 for capital expenditures in the Denver facility. In addition, cost to complete the closure and relocation activities, including severance and employee retention costs, is estimated to be $650. The restructuring will be completed in three primary phases as follows:

Phase 1: Relocation of the Haslett small animal colony to existing facilities projected to be completed in the first quarter of 2021;
Phase 2: Relocation of Haslett chicken colony to Denver facility, which will coincide with the closure of the Haslett site, and is projected to be completed in 2022; and
Phase 3: Relocation of the Boyertown operations to the Denver facility, which is projected to be completed in 2022.

As of December 31, 2020, no decisions regarding personnel at either the Haslett and Boyertown location have been made and employees will be given the opportunity to relocate to the Denver facility. The operations at both the Haslett and Boyertown locations will continue to operate as usual during the relocation period. Property, plant and equipment will be evaluated for transfer to the Denver facility.

As of December 31, 2020, the property, plant and equipment of the Haslett and Boyertown sites was evaluated for recoverability of carrying value either through sale or through continued operations during the relocation period and continued operations at the Denver facility. Based upon this review, the carrying value of depreciable assets were determined to be recoverable through continued operations during the relocation period and continued operations at the Denver facility. The carrying value of land at the Boyertown location was determined to be recoverable through sale based upon market values from acquisition of the site in December 2019. However, due to the location, limited market and specialized nature of the Haslett site, the recoverability of the carrying value of land was determined to be impaired and an impairment charge of $300 was recorded at December 31, 2020.

NOTE 9. VARIABLE INTEREST ENTITY

On October 4, 2019, the Company entered into a five-year master service agreement with Vanguard Supply Chain Solutions LLC (“Vanguard”) whereby Vanguard provides transportation services for the Company’s research models and Teklad products in the US and Canada. Prior to the agreement, the Company utilized internal resources to provide the majority of its transportation services in the US and Canada. The agreement requires the Company to be Vanguard’s only customer for two years. The agreement includes a plan that converts the warehousing and transportation services to Vanguard over a nine-phase plan between December 2019 and December 2021.

Previously, on July 1, 2019, the Company had entered into an agreement with Vanguard which required the Company to prepay $420. The prepayments would service as working capital to ensure the seamless transition of outsourced services to Vanguard. The prepayments will be repaid to the Company in the form of deductions from billings on a sliding scale between 2020 and 2027. As of December 31, 2020 and 2019, the prepayment balance was $346 and $420, respectively.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

As each site transitions to Vanguard, the Company sells certain assets to Vanguard and enters into sublease agreements for facility space and vehicles currently leased by the Company. The sublease costs are treated as a pass-through cost to Vanguard equal to the Company’s lease cost. As of December 31, 2020, seven sites have been transitioned to Vanguard.

The Company has no ownership interest in Vanguard, has no role in the management of Vanguard and is not a guarantor of any of Vanguard obligations, nor is required to provide on-going financial support to Vanguard.

Under ASC 810, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

the power to direct the activities that most significantly impact the economic performance of the VIE; and
the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be potentially significant to the VIE.

The Company holds variable interests in the Vanguard as a result of:

required status as Vanguard’s only customer for a period of two years;
prepayments to Vanguard to support initial working capital;
subordinated notes issued to Envigo by Vanguard in exchange for assets purchase by Vanguard to be used in the providing of transportation services; and
less-than-arm’s-length sublease agreements related to facilities and vehicles.

The following table provides details of the Vanguard assets and liabilities as of December 31, 2020 that have been consolidated into Envigo’s consolidated balance sheets.

Assets

    

Current

Cash and cash equivalents

$

741

Prepaid expenses and other current assets

218

Total current assets

959

Property, plant and equipment

2

Total assets

$

961

Liabilities

Current

Accounts payable

$

239

Accrued payroll and other benefits

138

Accrued expenses and other liabilities

7

Total current liabilities

384

Long-term debt

486

Other liabilities

223

Shareholder’s equity

Retained earnings

5

Non-controlling interest

(137)

(132)

Total liabilities and shareholder’s equity

$

961

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The following table provides details of the Vanguard operating results that have been consolidated into Envigo’s consolidated statement of operations.

    

Year Ended

December 31, 2020

Cost of sales

$

(103)

Selling, general and administrative expenses

(379)

Interest expense

(1)

Net loss

(483)

Net loss attributable to non-controlling interests

380 

$

(103)

For the period June 3, 2019 to December 31, 2019, no comparative balance sheet and statement of operations information is presented due to the short period of time Vanguard was operational in 2019. Vanguard began providing transportation services to Envigo in December 2019 and any impact would have been immaterial to the Company’s results of operations.

The consolidated assets and liabilities as of December 31, 2020 and operating results for the year ended December 31, 2020 presented above have been adjusted to eliminate any intercompany transactions between Envigo and Vanguard and to record non-controlling interests in Vanguard equity and results of operations.

NOTE 10. REVENUE FROM CONTRACTS WITH CUSTOMERS

Adoption of ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606)

Effective for the period ended December 31, 2019, the Company adopted ASC 606 using the modified retrospective method for all contracts not completed as of the date of adoption. ASC 606 provides a number of practical expedients in the year of adoption. The Company has elected the following practical expedients:

Significant financing component - Not adjusting the transaction price for significant financing component for period less than one year.
Invoice method - Recognizing revenue in the amount to which the entity has a right to invoice when the performance obligations are met over time at a ratable rate.

All other practical expedients are either not applicable or would be immaterial.

The reported results for the 2019 Period reflect the application of ASC 606 guidance. There was no cumulative effect recorded to retained deficit to apply ASC 606 to all contracts with customers that were not completed as of December 30, 2019.

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major line of product or service:

    

Year Ended

    

 

December 31, 2020

2019 Period

Products

$

223,959 

$

128,865 

Services

22,410 

10,796 

$

246,369 

$

139,661 

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Product Revenue. Product revenue included research models, diets and bedding, bioproducts and transgenic models. Research models revenue represents the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers, and large-animal models from the EGSI acquisition. Diets and bedding revenues represent laboratory animal diets, bedding, and enrichment products under the Company’s Teklad product line. Bioproducts revenues represents the sale of serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Transgenic revenues represent genetically altered research models and associated services, including its CRISPR screening services. Research models and diets and bedding include freight costs associated with the delivery of the product to customers.

Services Revenue. Services revenues represent per diem charges for the boarding of customer-owned animals.

Contract Balances from Contracts with Customers

The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled receivables) and contract liabilities (deferred revenue and customer contracts) on the consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers:

As of December 31,

    

2020

    

2019

Client receivables (trade receivables)

$

58,501 

$

34,122 

 

Contract assets (unbilled receivables)

$

556 

$

500 

Contract liabilities (fees invoiced in advance)

$

6,586 

$

6,624 

Contract liabilities (other liabilities)

$

3,322 

$

3,483 

Net revenue for the year ended December 31, 2020 includes $3,419 which was included in contract liabilities at December 31, 2019.

NOTE 11. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company and its subsidiaries are parties to a number of transactions with related parties.

Financing

The Company has a proportion of the Main Street Term Loan and Second Lien Loan owing to a related party in the amount of $6,440, net of unamortized original issuance discount and debt issuance costs, as of December 31, 2020. The loans mature on November 4, 2024. There are scheduled payments on the Main Street Term Loan, while Second Lien Loan is repayable in full at maturity. The loans bear interest at a rate of 3.0% and 13.5% above LIBOR, respectively, payable quarterly in arrears. Under both loans, interest accrued in the first year will be capitalized as payment in kind (“PIK”). See Note 17 for a more detailed description of the loans. During the year ended December 31, 2020, the Company recorded interest expense of $12 and $107, attributable to the related party portion of the Main Street Term Loan and Second Lien Loan, respectively. The consolidated statement of operations and consolidated balance sheets have been classified to present the interest and loan amounts as related party.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Management Agreement

The Company is party to a management agreement (the “Management Agreement”) with certain of its indirect shareholders, Jermyn Street Associates LLC and Savanna Holdings LLC (the “Providers”), under which the Providers are obligated to: (a) provide general monitoring and management services; (b) identify, support, negotiate and analyze acquisitions and dispositions by the Company or its subsidiaries; (c) support, negotiate and analyze financing alternatives including in connection with acquisitions, capital expenditures, refinancing of existing indebtedness and equity issuances; (d) monitor finance functions, including assisting with the preparation of financial projections and compliance with financing agreements; (e) identify and develop growth strategies; and (f) other monitoring services that the Providers and the Company agree upon. In consideration for the above mentioned services, the Providers are entitled to compensation in the aggregate amount of $2,250 per annum, plus expenses. During the year ended December 31, 2020 and 2019 Period, $2,272 and $1,319, respectively, was charged to selling, general and administrative expense in the consolidated statement of operations. At December 31, 2020 and 2019, the Company had accruals of $313 and $563, respectively, related to unpaid sponsor management fees, which are included in accounts payable on the consolidated balance sheets.

The Management Agreement remains in full force and effect so long as the Providers and their respective affiliates collectively own at least 20% of the voting membership or other equity interests in the Company; provided that (i) the Management Agreement terminates upon the sale of all or substantially all of the Company’s assets, and (ii) the Providers may terminate the agreement upon 30 days’ notice to the Company. Under the Management Agreement, the Company indemnifies the Providers against all claims, liabilities, losses, damages and expenses as a result of any action, suit, proceeding or demand against the Providers by a third party, other than those resulting from the gross negligence or willful misconduct of the Providers.

Transportation and Warehousing Services

In October 2019, Envigo RMS, LLC (“Envigo U.S.”) entered into a master services agreement with Vanguard Supply Chain Solutions LLC (“Vanguard”) to provide transportation and warehousing services for the Company’s operations in the U.S. and Canada for animal models and Teklad products. Prior to this agreement, the Company had utilized internal resources to transport its animal models and transport and warehouse its Teklad products. The master services agreement transitions these services from internal to Vanguard over 9 phases beginning in December 2019 and anticipated to conclude in by the end of 2021. Each transition phase includes the:

sale of certain assets to Vanguard; and
execution of sublease agreements related to warehouse facilities and vehicle leases required for providing of services.

In conjunction with the transition, notes related to the sale of equipment were executed in the amount of $286 for assets sold to Vanguard. The notes are due November 2024 with schedule monthly payments of $2 commencing in January 2022. Interest is only payable on past due installment payments.

In addition, Envigo and Vanguard entered in a prepayment agreement that required Envigo to make prepayments to Vanguard to secure supply as its exclusive transportation and warehousing services provider. As of December 31, 2019, prepayments of $420 had been made, of which $346 remained prepaid at December 31, 2020.

Due to the consolidation of Vanguard as a Variable Interest Entity, the prepaid balances and notes related to sale of equipment are eliminated for consolidation.

During the year ended December 31, 2020 and 2019 Period, the Company incurred transportation and warehousing costs of $4,997 and $140, respectively, under this agreement.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Other

Hal Harlan is a stockholder and director of the Parent. The Company has lease agreements with entities owned by Hal Harlan for certain of its research model facilities under which the Company recorded rent expense of $321 and $216 in the year ended December 31, 2020 and 2019 Period, respectively. As of December 31, 2020 and 2019, $0 and $23, respectively, was outstanding and recorded in accounts payable on the consolidated balance sheets.

The Company purchases medicated diets and bedding from an entity owned by Hal Harlan. Purchases from this entity were $2,036 and $1,369, during the year ended December 31, 2020 and the 2019 Period, respectively. The Company also sold $141 and $88 of diets to this entity during the year ended December 31, 2020 and the 2019 Period, respectively. As of December 31, 2020 and 2019, $96 and $48, respectively, was outstanding and recorded in accounts payable on the consolidated balance sheets.

Timothy Mayhew, an advisor to an equity holder in the Parent, receives annual fees of $250 for his services as a director, plus expenses. Hal Harlan, an advisor to an equity holder in the Parent, receives annual fees of $250 for his services as a director, plus expenses.

NOTE 12.    INVENTORIES, NET

Inventories, net consist of the following:

As  of December 31,

    

2020

    

2019

Raw materials

$

997 

$

1,588 

 

Finished goods

3,201 

3,663 

Animal inventory

25,465 

27,716 

29,663 

32,967 

Noncurrent animal stock

— 

3,617 

$

29,663 

$

29,350 

At December 31, 2019, the animal inventory of $27,716, includes $2,040 of unamortized fair value write-up of acquired finished goods inventory. The amount was amortized over the expected turns of the acquired inventories. Accordingly, incremental cost of sales of $2,040 and $1,662 was recorded during the year ended December 31, 2020 and the 2019 period, respectively, and is included in cost of sales in the consolidated statements of operations. The fair value write-up of acquired finished goods inventory was fully amortized as of December 31, 2020.

As discussed in Note 7, Envigo completed the sale of its NHP colony in December 2020 including inventory of $1,775.

Due to length of time that certain animal inventory is held before ultimate sale to customer, at December 31, 2019, $3,617 of animal inventory is classified as noncurrent in other assets on the consolidated balance sheets, including $1,488 of fair value write-up of acquired finished goods inventory. As of December 31, 2020, due to increase in customer demand in inventory supplies for certain animal inventory caused by COVID-19 and the sale of the animal colony discussed above, no inventory is classified as long-term.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 13. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

As of December 31,

 

    

2020

    

2019

Land

$

12,006

$

12,083

Buildings

39,333

39,163

Improvements (land, building and leasehold)

18,232

11,348

Plant, equipment, vehicles, computers and software

30,096

29,215

Brood stock

498

2,312

Assets in the course of construction

3,248

10,000

103,413

104,121

Less: accumulated depreciation

(27,833)

(21,469)

Property, plant and equipment, net

$

75,580

$

82,652

Depreciation expense totaled $8,136 and $4,336 for the year ended December 31, 2020 and the 2019 Period, respectively. During the year ended December 31, 2020 and the 2019 Period, $7,631 and $4,021, respectively, was included in cost of sales, with the remainder included in selling, general and administrative in the consolidated statement of operations.

The Company recorded losses on disposal of property, plant and equipment of $608 and $220 during the year ended December 31, 2020 and the 2019 Period, which are recorded in cost of goods sold. During the year ended December 31, 2020, $1,770 representing the net book value of NHP brood stock is included in the gain on sale of animal colony (see Note 7 for further discussion). In addition, during the year ended December 31, 2020, the Company recorded an impairment of $300 on the carrying value of the land of one of its facilities. See Note 8 – Restructuring – Haslett and Boyertown for a more detail discussion.

The Company has capital lease assets included in plant, equipment, vehicles, computers and software above with a net book value of $0 and $16 as of December 31, 2020 and 2019. The assets under capital leases and the associated liabilities are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. Depreciation expense on these capital leases, included in the depreciation expense above, was $2 during the 2019 Period.

NOTE 14. GOODWILL

Goodwill represents the difference between the purchase price and the fair value of net tangible and identifiable net intangible assets acquired in business combinations when accounted for using the purchase method of accounting.

Goodwill is not amortized but is tested for impairment at the reporting unit level on an annual basis. The Company previously adopted ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” in the prior year. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative impairment test, in which the Company compares the fair value of its reporting unit to their carrying values. If the carrying values of the net assets assigned to the reporting unit exceed the fair values of the reporting unit, an impairment charge is booked but this must not be greater than the total amount of goodwill allocated to that reporting unit.

At March 31, 2020, due to the negative impact that COVID-19 was having on the Company’s business, the Company performed a quantitative impairment test using a discounted cash flow model to compare the fair value of the Company’s reporting unit to the carrying value of net assets assigned to the reporting unit. This analysis concluded that the carrying value exceeded the fair value of the reporting unit and an impairment charge of $39,679 was recorded. The impairment

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

loss of $39,679 is included in loss on impairment of property, plant and equipment, goodwill and intangible assets in the consolidated statement of operations for the year ended December 31, 2020.

The following table reflects the changes in goodwill between June 3, 2019 and December 31, 2019, and December 31, 2019 and December 31, 2020.

Goodwill, as of June 3, 2019

    

$

38,932

 

EGSI acquisition

747

Goodwill, as of December 31, 2019

39,679

Impairment

(39,679)

Goodwill, as of December 31, 2020

$

There were no impairments of goodwill for the period ended December 31, 2019.

NOTE 15. INTANGIBLE ASSETS, NET

Identifiable intangible assets are amortized over the period of their expected benefit, unless they were determined to have indefinite lives. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the discounted future cash flows are found to be less than the carrying amount of the asset group. If such assets are considered to be impaired, a charge is recorded to reduce the carrying amount of the asset to fair value and the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

At March 31, 2020, due to the negative impact that COVID-19 was having on the Company’s business, the Company performed a quantitative impairment test using a discounted cash flow model to compare the fair value of the Company’s customer relationships and intellectual property intangible assets to their carrying values. This analysis concluded that the carrying value of certain intellectual property intangible assets exceeded their fair value and impairment charges totaling $9,827, net of accumulated amortization of $3,657, were recorded. The impairment loss of $9,827 is included in loss on impairment of property, plant and equipment, goodwill and intangible assets in the consolidated statement of operations for year ended December 31, 2020. Due to the continued impact of COVID-19 on the Company’s results of operations, at June 30, 2020, the Company performed a quantitative impairment test for recoverability comparing undiscounted cash flows to the carrying value of Company’s customer relationships and intellectual property intangible assets. The analysis concluded that undiscounted cash flows exceeded the carrying value of both the intellectual property and customer relationships intangibles and no further impairment was needed. As of December 31, 2020, there were no new indicators of impairment. The accumulated amortization for intellectual property in the December 31, 2020 table presented has been reduced by $3,657 representing the accumulated amortization written off associated with impairment.

The following table summarizes the intangible assets of the Company, which are reflected in intangible assets, net on the consolidated balance sheets:

    

    

    

December 31, 2020

    

Weighted Average 
Remaining Life

    

Gross Amount at
 December 31, 2019

    

Impairment

    

Accumulated
 Amortization

    

Reclassification 
to AHFS

    

Exchange 
Rate Impact

    

Net Amount

Customer relationships

8.4

$

22,689

$

$

(6,064)

$

(732)

$

87

$

15,980

Intellectual property – animal strains

9.1

20,607

(13,484)

(850)

85

6,358

$

43,296

$

(13,484)

$

(6,914)

$

(732)

$

172

$

22,338

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

As discussed in Note 6, the customer relationships intangible asset for RMS Israel has been reclassified to AHFS as of December 31, 2020.

    

    

    

December 31, 2019

    

Weighted Average 
Remaining Life

    

Gross Amount at 
June 3, 2019

    

Additions

    

Accumulated 
Amortization

    

Exchange Rate
 Impact

    

Net Amount

Customer relationships

11.9

$

12,989

$

9,700

$

(4,245)

$

35

$

18,479

Intellectual property – animal strains

21.7

19,407

1,200

(3,765)

94

16,936

$

32,396

$

10,900

$

(8,010)

$

129

$

35,415

Amortization expense for acquired intangibles for the year ended December 31, 2020 and the 2019 Period was $2,549 and $1,422, respectively. Amortization expense for the Company’s intangible assets expected to be recorded for each of the next five years, and collectively thereafter, is as follows:

2021

    

$

2,516

2022

2,516

2023

2,516

2024

2,516

2025

2,516

Thereafter

9,758

$

22,338

NOTE 16. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

    

December 31, 2020

    

December 31, 2019

Accrued interest

$

1,838

$

1,810

Accrued non-income taxes

1,984

523

Other

971

1,616

$

4,793

$

3,949

NOTE 17. LONG-TERM DEBT

Long-term debt consists of the following:

    

December 31, 2020

    

December 31, 2019

Seller Note

$

68,866

$

110,000

MSLP Loan

50,000

Second Lien Note

6,000

PPP Loans

11,372

EIDL Loan

141

Capital lease obligations

2

Unamortized debt issuance costs

(1,371)

(282)

Unamortized original issuance discount

(1,265)

133,743

109,720

Less: related party debt, net

6,440

Less: current portion

1,002

Long-term debt, net of current portion

$

127,303

$

108,718

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Seller Note

On June 3, 2019, to fund the EGSI acquisition, the Company issued the $110,000 Seller Note. The Seller Note, prior to the Seller Note Amendment discussed below, had scheduled quarterly principal payments of $500 beginning September 3, 2020 through June 3, 2021, and $1,000 beginning September 3, 2021 through June 3, 2022, with the balance due at maturity on June 3, 2022. Interest is paid quarterly in arrears and is based upon LIBOR plus 5.5% for June 3, 2019 through June 2, 2020, LIBOR plus 7.5% for June 3, 2020 through June 2, 2021, and LIBOR plus 8.5% for June 3, 2021 through June 3, 2022. Debt issuance costs (“DIC”) of $350 were capitalized and were being amortized on the effective interest basis over the term of the debt. The Seller Note is guaranteed by certain of its consolidated subsidiaries. Due to the floating rate nature of the Seller Note, the carrying value approximates fair value. The Company is in compliance with all covenants as of December 31, 2020 and 2019. The Seller Note is secured by substantially all of the assets of the Company, excluding the assets of the CRS business which is classified as discontinued operations.

On January 23, 2020, the Parent and the Holder executed a first amendment to the Seller Note whereby the principal balance of the Seller Note will be reduced by $532 for an indemnification claim under the LabCorp transition agreement. The principal reduction was applied to the $500 scheduled payment due September 30, 2020, with the remaining $32 applied to the scheduled payment due December 31, 2020.

On June 15, 2020, the Parent and the Holder executed a second amendment to the Seller Note whereby the principal balance of the Seller Note will be reduced by $602 for an indemnification claim under the LabCorp transition agreement. The principal reduction was applied to the $468 scheduled payment due December 31, 2020, with the remaining $134 applied to the scheduled payment due March 31, 2021.

On November 4, 2020, in conjunction with the MSLP and Second Lien Credit Agreements, discussed below, the Company executed Amendment No 3. To the Floating Rate Senior Secured Note Due 2022 (“Seller Note Amendment”). The Seller Note Amendment, among other things:

Notifies of the intent to voluntarily redeem $40,000 of the Seller Note outstanding balance;
Permits the entering into of Main Street Term Loan and the Second Lien Loan discussed below;
Permits an additional $2,500 of indebtedness under the combined Main Street Term Loan and Second Lien Loan Agreements;
Eliminates current limitations on restrictions on incurring additional indebtedness;
Eliminates Seller Note repayment requirements from additional indebtedness and proceeds from permitted transactions;
Eliminates all schedule payments; and
Eliminates the excess cash flow payment requirement.

On November 16, 2020, with proceeds from the Main Street Term Loan, the Company made a $40,000 voluntary prepayment of the outstanding balance under the Seller Note. This unscheduled repayment was reviewed for potential debt extinguishment accounting under ASC 470 – 50, Debt – Modifications and Extinguishments. Based upon this review, the repayment was determined to have triggered a partial extinguishment of debt. As a result of this partial extinguishment, a gain on extinguishment of debt of $633 was recorded during the year ended December 31, 2020. The gain on extinguishment is comprised of $701 for the write off of interest accrued under the effective interest method which will no longer be paid, partially offset by the proportional write-off of $68 of unamortized DIC. The principal payment of $40,000 was redeemed at carrying value, so no gain or loss on the repayment was included in the gain on extinguishment of debt.

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Envigo incurred capitalizable costs associated with the Seller Note Amendment of $223, these costs along with the remaining unamortized DIC of $117 from the issuance of the Seller Note will be amortized on a straight-line basis over the remaining term of the debt.

Paycheck Protection Program (“PPP”) Loans

On March 27, 2020, in response to the economic impact of COVID-19, the U.S. government passed the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time, the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitation, increase limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. In addition, the CARES Act created a new lending program, PPP, under Section 7(a) of the Small Business Act (15 USC 636) to provide low-interest loans to certain small businesses (generally those with 500 or fewer employees, with specific provisions allowing participation for certain employers with more than 500 employees that operate in certain industry groups) and self-employed individuals for the purpose of covering payroll and other eligible expenses for a 24-week period. All or a portion of the PPP loans may be forgiven by the U.S. Small Business Administration (“SBA”) upon application by the recipient of such loans in accordance with SBA requirements to the extent the recipient uses the funds for eligible expenses and maintains its workforce as specified in the Act. PPP loans that are not forgiven must be repaid within five years. The Act provides that PPP loan forgiveness is excluded from the recipient’s gross income. Any loans not forgiven would accrue interest at 1% per annum.

On May 4, 2020, EGSI, a wholly-owned subsidiary of the Company, received a PPP loan in the amount of $2,924. On May 11, 2020, Envigo RMS LLC (“Envigo RMS”), a wholly-owned subsidiary of the Company, received a PPP loan in the amount of $8,102. The EGSI and Envigo RMS PPP Loans have a two-year maturity. On May 5, 2020, the Company’s consolidated VIE received a PPP loan of $346. The VIE PPP Loan has a two-year maturity. EGSI, Envigo RMS and the consolidated VIE anticipate paying or incurring eligible expenses totaling the full amounts borrowed. Each of EGSI, Envigo RMS and the consolidated VIE also anticipates that it will maintain its workforce in accordance with the CARES Act. Despite the Company’s good-faith belief that it properly satisfied all eligibility requirements for the PPP loans, there has been increasing scrutiny of loans over $2 million, which may be subject to audit. The US Department of Justice has also brought criminal charges against certain borrowers under the PPP loan program that it suspects of engaging in fraud. The Company is in the process of applying for loan forgiveness for each of the EGSI and Envigo RMS loans in accordance with the loan forgiveness provisions in the legislation; however, there can be no assurance that the Company will obtain full forgiveness of the loans based on the legislation. The consolidated VIE applied for loan forgiveness on February 24, 2021. We continue to assess the impact that the CARES Act may have on our business and currently, we are unable to determine the impact that the CARES Act will have on our financial condition, results of operations, or liquidity. The PPP loans are due two years from date of issuance and therefore are classified as long-term.

The PPP loans also provides for customary events of default, including, among others, events of default relating to failure to make payments, bankruptcy, breaches of representations, and material adverse effects. Additionally, the PPP loans are subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The Company may also be subject to CARES Act-specific lookbacks and audits that may be conducted by other federal agencies, including several oversight bodies created under the CARES Act. These bodies have the ability to coordinate investigations and audits and refer matters to the Department of Justice for civil or criminal enforcement and other actions.

Main Street Lending Program

On November 4, 2020, the Company submitted an application through the Main Street Lending Program (“MSLP”) for a loan of $50,000 under the MSPLF Credit Agreement, collectively the Main Street Term Loan. The Main Street Term Loan was funded on November 16, 2020. The proceeds from the Main Street Term Loan, net of an original issuance discount (“OID”) of 2%, was used for the early paydown of $40,000 of the Seller Note, with the remainder to provide additional working capital. The Main Street Term Loan has a maturity date of November 4, 2025 and bears interest at LIBOR plus 300 basis points, with a LIBOR floor of 0%. Interest in the first year will be treated as PIK, will be capitalized to the loan

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

and will accrue interest as described above. There are no scheduled payments during the first two years of the loan, with scheduled payments of $7,500, $7,500 and $35,000 due in years three, four and five, respectively. The Main Street Term Loan is secured by a security interest in the assets of the Company. Due to the floating rate nature of the Main Street Term Loan, the carrying value approximates fair value. Envigo incurred DIC of $742 associated with the issuance of the Main Street Term Loan. The DIC along with the OID of $1,000 will be amortized on an effective interest basis over the term of the debt. A portion of the borrowings under the MSPLF Credit Agreement is owing to a related party. Accordingly, borrowings of $2,415, net of unamortized DIC and OID, are presented as related party debt, net.

Second Lien Credit Agreement

On November 4, 2020, the Company entered into a Second Lien Credit Agreement (“Second Lien Loan”) through a private lending organization for a loan of $6,000. The Second Lien Loan was funded on November 13, 2020. The proceeds from the loans, net of an original issuance discount of 5%, will be used to provide additional working capital and fund costs associated with the Main Street Term Loan and the Second Lien Loan. The loan has a maturity date of November 4, 2025 and bears interest at LIBOR plus 1350 basis points, with a LIBOR floor of 1%. Interest in the first year will be treated as PIK, will be capitalized to the loan and will accrue interest as described above. There are no scheduled payments during the term of the loan, with the total loan balance, including PIK interest, due at maturity. The Second Lien Loan is secured by a second priority security interest in the assets of the Company. Due to the floating rate nature of the Second Lien Loan, the carrying value approximates fair value. Envigo incurred DIC of $355 associated with the issuance of the Second Lien Loan. The DIC along with the OID of $300 will be amortized on a straight-line basis over the term of the debt. A portion of the borrowings under the Second Lien Loan is owing to a related party. Accordingly, borrowings of $4,025, net of unamortized DIC and OID, are presented as related party debt, net.

Economic Injury Disaster Loan (“EIDL Loan”)

On October 8, 2020, Envigo’s consolidated VIE received an EIDL Loan of $141 from the SBA. The EIDL program is another COVID 19 economic assistance program provided under the Cares Act. The loan has a 30-year maturity with monthly scheduled payments (principal and interest) totaling $8 per year beginning one year from the issuance date. The loan bears interest at 3.75% payable monthly in arrears.

Restrictive Covenants

The MSPLF Credit Agreement includes a minimum interest coverage ratio of 1.00:1.00 through December 31, 2021 and 1.25:1.00 thereafter. The Company was in compliance with the minimum interest coverage ratio for the period ended December 31, 2020.

Scheduled Principal Payments

Scheduled payments for the next five years required under Company’s debt obligation are as follows:

2021

    

$

2022

80,240

2023

7,503

2024

7,503

2025

41,003

Thereafter

130

$

136,379

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 18. INCOME TAXES

An analysis of the components’ loss before income taxes is presented below:

    

Year Ended

    

    

December 31, 2020

2019 Period

Loss before income taxes:

U.S.

$

(38,197)

$

(8,914)

Non - U.S.

(4,049)

(920)

Continuing operations

(42,246)

(9,834)

Discontinued operations (non - U.S.)

272

(8,732)

$

(41,974)

$

(18,566)

The benefit for income taxes from continuing operations by location of the taxing jurisdiction consisted of the following:

    

Year Ended

    

    

December 31, 2020

2019 Period

Current taxation:

U.S. - Federal

$

809

$

U.S. - State

(663)

(170)

Non - U.S.

(994)

(523)

Total current

(848)

(693)

Deferred taxation:

U.S. - Federal

(8,996)

2,946

U.S. - State

(1,240)

(1,158)

Non - U.S.

(178)

1,276

Total deferred

(10,414)

3,064

Income tax benefit (expense)

$

(11,262)

$

2,371

Reconciliation between the U.S. statutory rate and the effective rate are as follows:

    

Year Ended

    

    

 

December 31, 2020

2019 Period

U.S. statutory rate

21

%  

21

%

Foreign rate differential

-3

%  

13

%

Disregarded entities

1

%  

3

%

Non-deductible items

-20

%  

-12

%

Valuation allowance

-27

%  

4

%

State taxes

0

%  

-5

%

Other

1

%  

0

%

Effective tax rate

-27

%  

24

%

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Components of the Net Deferred Tax Asset or Liability as of December 31, 2020 and 2019 were as follows:

As of December 31,

2020

2019

Deferred tax assets:

    

    

    

    

Accruals and liabilities

$

3,470

$

2,757

Depreciation and amortization

12,044

9,357

Inventory

1,940

742

Net operating losses

14,538

16,252

Employee benefits and compensation

1,230

612

Unrealized foreign exchange

1,022

362

Limitation of interest deduction

3

753

Other

2,057

2,110

Total gross deferred tax assets

36,304

32,945

Deferred tax liabilities:

Accruals and liabilities

2,051

2,125

Depreciation and amortization

3,577

3,067

Unrealized foreign exchange

767

258

Other

30

23

Total gross deferred tax liabilities

6,425

5,473

Less valuation allowance

30,466

17,627

Net deferred tax (liability) asset

$

(587)

$

9,845

Changes in the Company’s valuation allowance for deferred tax assets were as follows:

    

Year Ended

    

Period June 3, 2019 to

December 31, 2020

December 31, 2019

Balance at beginning of period

$

17,627

$

11,023

Provisions

2,224

7,514

Deductions

9,438

(992)

Foreign currency translation adjustment

1,177

82

Balance at period

$

30,466

$

17,627

Valuation Allowance

The Company evaluates its deferred income taxes to determine if valuation allowances are required or should be adjusted. U.S. GAAP requires that valuation allowances should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. At December 31, 2020, the Company has recorded a valuation allowance of $11,536 against the remainder of its U.S. deferred tax assets for its U.S. tax reporting group based upon negative information as of December 31, 2020. The Company had previously recorded a valuation allowance in various U.S. and non-U.S. jurisdictions of $18,930 and $17,927 as of December 31, 2020 and 2019, respectively, as the Company does not believe that these deferred tax assets will be realized in the foreseeable future. The Company’s U.S. tax reporting group has a cumulative three-year prior period loss. While the Company has experienced taxable income in recent quarters and forecasts taxable income in 2021, forecast risks stem from COVID-19 related supply interruptions limit the usefulness of forecasted information. Based upon this negative information, the Company has determined that it is appropriate to record a full valuation at this time as the Company does not believe that these deferred tax assets will be realized in the foreseeable future.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Undistributed Earnings of Non-U.S. Subsidiaries

The Company’s non-U.S. subsidiaries’ cumulative undistributed earnings projected as of December 31, 2020 are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or withholding taxes has been made in the accompanying consolidated financial statements. Further, a determination of the unrecognized deferred tax liability is not practicable. As of June 4, 2019, the Company adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S. income in U.S. taxable income under the Global Intangible Low-Taxed Income provisions as a current period expense when incurred. Therefore, no deferred tax related to these provisions has been recorded as of December 31, 2020.

Net Operating Losses

The Company has a $3,915 Federal NOL carryforward based on the Company’s U.S. consolidated tax return for the period ended December 31, 2020 which can be carried forward indefinitely and is limited to 80% of taxable income in any year in which it will be utilized. At December 31, 2020, the Company has state NOLs of $3,438 which are expected to begin to expire in 2039 although not all states conform to the federal carryforward period and occasionally limit the use of net operating losses for a period of time.  The Company has Non-U.S. net operating losses of $52,776 at December 31, 2020 of which approximately $10,579 begin to expire in 2024.

Under the provisions of the Internal Revenue Code, our NOLs are subject to review and possible adjustment by the Internal Revenue Service. NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Section 382 of the Internal Revenue Code of 1986. This could limit the amount of tax attributes that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on our value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The utilization of these NOLs is subject to limitations based on past and future changes in our ownership pursuant to Section 382. As of December 31, 2020, the Company has not yet completed a Section 382 study.

Uncertain Tax Positions

The Company recognizes a tax benefit from uncertain tax positions only if the Company believes it is “more likely than not” to be sustained upon examinations based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is “more likely than not” to be realized upon ultimate settlement of the position. The Company also accrues interest and penalties in relation to previously unrecognized tax benefits as a component of income tax expense. The Company has assumed no uncertain tax positions as a result of the LabCorp Transaction and identified no positions during the year ended December 31, 2020 and the 2019 Period.

Tax Examinations

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions in which the Company operates. As of December 31, 2020, tax years 2014 through 2019 are subject to examination by the U.S. Federal and state tax authorities. The Company has on-going tax audits in France and Israel and is subject to examination in various foreign jurisdictions for years 2014 – 2018. The balance of the reserve for uncertain tax positions prior to the LabCorp Transaction were assumed by the buyer and no uncertain tax positions have been identified to date. The Company does not believe there will be a change in the unrecognized tax benefits within the coming year.

CARES Act

Under a CARES Act provision through December 31, 2020, employers are allowed to defer the deposit and payment of the employer’s portion of Social Security tax and certain railroad retirement taxes. The provision requires that 50% of any

39


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

deferrals be paid by December 31, 2021, and the remaining 50% by December 31, 2022. The Company has elected to defer Social Security tax of $1,832 as of December 31, 2020. Deferrals of $916 are included in both accrued payroll and other benefits (portion due by December 31, 2021) and other liabilities on the consolidated balance sheet (portion due by December 31, 2022). The CARES Act also proides that NOLs arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, can be carried back to each of the five taxable years preceeding the taxable year of such loss. The Company has considered the impact to the tax provision for the carryback of net operating losses to prior periods of taxable income incurred within the period allowed under the CARES Act. As a result of filing the carryback claim with the Internal Revenue Service, the Company has recorded a benefit during 2020 of approximately $809 and a corresponding tax receivable.

Fines and Penalties

As of December 31, 2020 and 2019, the Company has accrued $0 for fines and penalties which would be classified as income tax expense on the consolidated statements of operations.

CRP Transaction

On June 3, 2019, the Company acquired the stock of a CRP. CRP’s parent LabCorp is eligible for an IRC 338(h)(10) election on its timely filed U.S. federal income tax return. The election was filed on February 13, 2020. As a result of this election, the Company’s book and tax basis was equal on the transaction date.

Restructuring and Spin-off

On June 3, 2019, in anticipation of the acquisition of the majority of Holdings’ CRS operating segment by LabCorp, Holdings executed a group restructuring and spin-off whereby Holdings’ RMS operating subsidiaries were contributed to the Parent. This spin-off resulted in the transfer of federal tax attributes to LabCorp. Additionally, Holdings who is eligible to make several tax elections on its timely filed U.S. federal return, intends to make these elections. As result of these intended elections, the Company has reflected a step-up in assets to FMV. This tax-basis step-up affects numerous aspects of the Company’s tax profile, which have been incorporated in the Company’s deferred tax assets and liabilities.

NOTE 19. EMPLOYEE BENEFITS

Defined Benefit Plan

The Company has a defined benefit plan in the U.K., the Harlan Laboratories UK Limited Occupational Pension Scheme (the “Plan”) which operated through to April 2012. As of April 30, 2012, the accumulation of plan benefits of employees in the Plan was permanently suspended and therefore the Plan was curtailed.

40


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

The following tables summarize the changes in the benefit obligation funded status of the Company’s defined benefit plans and amounts reflected in the Company’s consolidated balance sheets as of December 31, 2020 and 2019.

    

Year Ended

    

    

December 31, 2020

2019 Period

Change in projected benefit obligation:

Projected benefit obligation, beginning of period

$

21,326

$

19,516

Interest cost

418

288

Benefits paid

(622)

(445)

Foreign currency translation adjustment

739

879

Actuarial losses

2,500

1,088

Projected benefit obligation at end of year

24,361

21,326

Change in fair value of plan assets:

Fair value of plan assets, beginning of period

$

18,697

$

16,859

Actual return on plan assets

506

686

Employer contributions

1,263

815

Foreign currency translation adjustment

699

782

Benefits paid

(622)

(445)

Fair value of plan assets, end of year

20,543

18,697

Funded status

$

(3,818)

$

(2,629)

The net periodic benefit costs under the Company’s defined benefit plans were as follows:

    

Year Ended

    

    

December 31, 2020

2019 Period

Components of net periodic benefit expense:

Interest cost

$

418

$

288

Expected return on assets

(766)

(357)

Amortization of prior loss

484

246

Net periodic benefit cost

$

136

$

177

The major assumptions used in determining the net periodic benefit costs for the periods ended December 31, 2020 and 2019 were as follows:

    

December 31,

 

2020

2019

Discount rate

2.04

%

2.32

%

Expected return on plan assets

4.11

%

3.37

%

Rate of compensation increases

The expected returns on plan assets were based on market yields at the measurement date. Expected returns on the equity and other assets allowed for expected economic growth.

The weighted-average assumptions used in determining benefit obligations were as follows:

    

2020

    

2019

 

Weighted-average assumptions as of December 31:

Discount rate

1.38

%  

2.04

%

Rate of compensation increases

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Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Discount rates were determined for each defined benefit retirement plan at their measurement date to reflect the yield of a portfolio of high-quality bonds matched against the timing and amounts of projected future benefit payments.

The Company’s expected long-term return on plan assets assumption is based on a periodic review and modelling of the plans’ asset allocation over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modelling, based on reviews of historical data and economic/financial market theory. The expected long-term rate of return on assets was selected from within the range of rates determined by (1) historical actual returns, net of inflation, for the asset classes covered by the investment policy, and (2) projections of inflation over the long-term period during which benefits are payable to plan participants.

Plan assets distribution was as follows:

    

2020

    

2019

 

Plan assets as of December 31:

Equity securities

22

%

25

%

Debt securities

66

%

60

%

Real estate mutual fund

9

%

11

%

Other (including cash)

3

%

4

%

Total

100

%

100

%

The Company maintains target allocation percentages among various asset categories based on an investment policy designed to achieve long-term objectives of return, while mitigating downside risk and considering expected cash flows. The Company’s investment policy is reviewed from time to time to ensure consistency with long-term objectives. The Company’s target allocation percentages were materially consistent with the actual percentages above at December 31, 2020.

The fair value of total plan assets by asset category are as follows:

Fair Value Measurements at Reporting Date Using:

    

    

Quoted Prices in

    

    

Fair value as of

Active Market for

Significant Other

Significant

December 31,

Identical Assets

Observable Inputs

Unobservable

2020

(Level 1)

(Level 2)

Inputs (Level 3)

Cash

$

785

$

785

$

$

Equity securities:

Common stock

4,204

4,204

Fixed income securities:

Investment grade corporate bonds

12,808

12,808

Other types of investments:

Total return strategies

1,313

1,313

Real estate mutual fund

1,433

1,433

Total

$

20,543

$

20,543

$

$

42


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Fair Value Measurements at Reporting Date Using:

    

    

Quoted Prices in

    

    

Fair value as of

Active Market for

Significant Other

Significant

December 31,

Identical Assets

Observable

Unobservable

2019

(Level 1)

Inputs (Level 2)

Inputs (Level 3)

Cash Equity securities:

$

846

$

846

$

$

Common stock

2,148

2,148

Fixed income securities:

Investment grade corporate bonds

11,214

11,214

Other types of investments:

Total return strategies

2,513

2,513

Real estate mutual fund

1,976

1,976

Total

$

18,697

$

18,697

$

$

During the year ended December 31, 2020, the Company contributed $1,263 to the pension plans and expects to contribute $1,617 to its pension plans in 2021.

Expected benefit payments are estimated using the same assumptions used in determining the Company’s benefit obligations as of December 31, 2020. Estimated pension benefit payments expected to be paid in cash in each of the next five years and in the aggregate for the following five years thereafter are as follows:

2021

    

$

782

2022

721

2023

687

2024

842

2025

921

Thereafter

5,794

Defined Contribution Plan

The company has defined contribution benefit plans that cover its employees in the U.S., U.K. (the Group Personal Pension Plan) and Netherlands. Defined contribution benefit expense for the year ended December 31, 2020 and the 2019 Period were $1,347 and $876, respectively.

NOTE 20. STOCK-BASED COMPENSATION

On June 3, 2019, the Company’s shareholders approved the Envigo RMS Holding Corp. Equity Incentive Plan (the “Plan”). Awards may be granted to employees, directors and non-employees under the Plan in the form of a stock option (incentive and non-qualified), stock appreciation right, restricted stock award, restricted stock unit or stock award as defined in the Plan. The total number of shares of our common stock that may be issued pursuant to awards under the plan is 2,500,000 and the total number of shares of common stock available for issuance as incentive stock awards is 500,000. Each share underlying stock options granted and not forfeited or terminated, reduces the number of shares available for future awards by one share.

No stock appreciation rights, restricted stock awards, restricted stock units or stock award have been granted as of December 31, 2020.

On March 20, 2020 (“Grant Date”), the Envigo RMS Holding Corp. Board of Directors approved the grant of non-qualified stock options (“NQSOs”) under the Plan totaling 1,974,731 shares (as adjusted as a result of the 1,000 for 1 reverse split enacted April 14, 2021 discussed in Note 1) to its senior management team. The service date for the NQSOs was also

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Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

determined to be March 20, 2020 and the NQSOs vest at a cliff date of June 3, 2024. The NQSOs have an initial term of 10 years.

The fair value of NQSOs granted during 2020 was estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate

    

0.77

%

Expected lives (in years)

6.7

Volatility

49

%

Dividend yield

None

The risk-free interest rate is based upon the U.S. Treasury Daily Treasury Yield Curve as of the Grant Date weighting the five and seven year maturity rates to determine the rate for a 6.7 year maturity. For the expected term, due to the lack of option exercise history, the Company has elected to use the “simplified method” allowed under SAB Topic 14. Under the simplified method, the expected term is the midpoint between the requisite remaining service term of the options (4.2 years) and the contractual term (9.2 years) of the options. The volatility assumption is based upon the median volatility of comparable companies within the same industry over a 6.7 year period re-levered to reflect the Company’s financial leverage. The Company does not have a history of paying dividends.

During the year ending December 31, 2020, the Company recorded stock-based compensation expense of $446, respectively, related to these NQSOs. The expense is included in selling, general and administrative expense in the consolidated statement of operations. At December 31, 2020, total compensation related to unvested options was $1,941 and is expected to be recognized over 3.4 years. Due to the reverse stock split discussed in Note 1, the options issued under the plan have been reduced to 1,974.731 with the option price increased to $5,720 and the weighted average grant date fair value increased to $1,210.

A summary of the stock option plan at December 31, 2020, and of changes during the year ended December 31, 2020 are as follows:

    

    

    

    

Weighted

    

Weighted

Average

Average

Remaining

Agregate

Exercise

Agregated

Contractual

Intrinsic

# of Shares

Price

Exercise Price

Term

Value

Outstanding at December 31, 2019

$

Granted

1,974.731

$

5,720.00

11,295,461

Forfeited

$

Exercised

$

Expired

$

Outstanding at December 31, 2020

1,974.731

$

5,720.00

$

11,295,461

8.4 years

$

Exercisable at December 31, 2020

$

$

$

The following table provides additional information relating outstanding NQSOs as of December 31, 2020:

Shares subject to stock options granted

    

1,974.731

Weighted average grant date fair value

$

1,210.00

Shares subject to stock options exercised

Intrinsic value of stock options exercised

$

Proceeds received from stock options exercised

$

Tax benefits realized from stock options exercised

$

44


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

NOTE 21. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain equipment and facilities under various non-cancellable operating and capital leases. Future minimum lease payments, net of estimated sublease income for the next five years and thereafter are as follows:

    

Related

    

    

    

    

Parties

Third Party

Total

2021

$

387

$

3,598

$

3,985

2022

394

2,481

2,875

2023

401

1,554

1,955

2024

409

515

924

2025

382

398

780

Thereafter

490

490

$

1,973

$

9,036

$

11,009

Operating lease expense for the year ended December 31, 2020 and the 2019 Period was as follows:

    

Year Ended

    

    

December 31, 2020

2019 Period

Equipment

$

546

$

427

Property leases

4,604

2,592

Vehicles

918

882

Related party property leases

383

216

$

6,451

$

4,117

During the year ended December 31, 2020 and the 2019 Period, the Company recorded rental income of $1,576 and $895, respectively, related to the lease of space at its owned facilities in the U.S. and U.K. Estimate rental income related to these leases for the next four years is $1,576 in 2021, $977 in 2022 – 2023 and $410 in 2024.

Employment Contracts

The Company has also entered into service agreements with other current or former executive officers. In the case of Messrs. Hardy and Bibi, the amount payable by the Company on termination of the contract ‘without cause’ in the event of ‘change of control’ (as defined in the relevant contract) is equivalent to 2.99 times the officer’s annual salary plus all incentive compensation earned in the 12 months prior to termination.

Litigation

The Company is party to certain 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. No form of proceedings has been brought, instigated or are known to be contemplated against the Company by any government agency.

NOTE 22. STOCKHOLDERS’ EQUITY

Common Stock

The Parent is authorized to issue 30,000 shares of Class A common stock, par value $0.01 per share, and 3,000 shares of Class B common stock, par value $0.01 per share. The Class A common stock entitles its holders to one vote per share

45


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

and the Class B common stock is non-voting. As of December 31, 2020 and 2019, there were 18,618.287 shares of Class A common stock and 1,146.767 shares of Class B common stock outstanding. In addition, the Parent is authorized to issue 1,000 shares of preferred stock, par value $0.01 per share, none of which has been issued as of December 31, 2020 and 2019.

Capital Contribution

In June 2019, the Company received $10,210 of capital contribution from its stockholders to funding working capital requirements including LabCorp Transaction costs, post-transaction restructuring costs and EGSI integration costs.

NOTE 23. OTHER OPERATING EXPENSE

Other operating expense consists of the following:

    

Year Ended

    

    

December 31, 2020

2019 Period

Transaction expenses

$

6,041

Integration expenses

$

2,285

3,435

COVID-19 expenses

276

Restructuring expenses

2,879

1,787

$

5,440

$

11,263

Transaction expenses represent legal and professional expenses associated with the completion of the LabCorp Transaction. Integration expenses represent costs incurred to integrate EGSI and Envigo GEMS into the Envigo systems and processes. COVID-19 expenses represent expenses incurred related to the Company’s response to the coronavirus pandemic. Restructuring expenses represent severance and other costs associated with reorganizing Envigo post the LabCorp Transaction and continuing to support the separation of CRS business sold to LabCorp, costs associated with the restructuring with the Bresso restructuring discussed in Note 8, and costs associated with the transition of transportation services to Vanguard as discussed in Note 11. Restructuring expense includes $110 and $499 of severance expense that was not paid during the year ended December 31, 2020 and 2019 Period, respectively. This amount is included in accrued payroll and other benefits on the consolidated balance sheets and paid during the year ended December 31, 2020 and 2019, respectively.

NOTE 24. GEOGRAPHICAL INFORMATION

Revenues by country, excluding discontinued operations, for the year ended December 31, 2020 and the 2019 Period were as follows:

    

Year Ended

    

December 31, 2020

2019 Period

United States

$

185,914

$

105,745

Netherlands

24,433

11,621

United Kingdom

11,231

7,583

Israel

6,966

3,958

Spain

4,468

2,766

Canada

3,815

2,650

Italy

3,565

2,139

France

3,203

1,702

Germany

2,774

1,497

$

246,369

$

139,661

46


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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2020 AND THE PERIOD JUNE 3, 2019 TO DECEMBER 31, 2019

DOLLARS IN (000’s)

Net long-lived assets by country, excluding deferred taxes, assets held for sale and discontinued operations, were as follows:

    

December 31, 2020

    

December 31, 2019

United States

$

93,736

$

156,655

United Kingdom

3,439

3,466

Netherlands

2,152

2,018

Israel

2,646

Spain

1,427

1,311

France

391

405

Italy

207

102

All Other

11

23

$

101,363

$

166,626

As discussed in Note 6, the long-term assets of RMS Israel have been reclassified to AHFS as of December 31, 2020.

NOTE 25. ACCUMULATED OTHER COMPREHENSIVE LOSS

    

Pension

    

Cumulative 
translation 
adjustment

    

Total

As of June 3, 2019

$

(3,939)

$

(3,759)

$

(7,698)

Actuarial loss (net of tax)

(639)

(639)

Amortization of actuarial loss

246

246

Cumulative translation adjustment

(164)

(578)

(742)

As of December 31, 2019

(4,496)

(4,337)

(8,833)

Actuarial loss (net of tax)

(2,816)

(2,816)

Amortization of actuarial loss

483

483

Cumulative translation adjustment

(127)

3,151

3,024

As of December 31, 2020

$

(6,956)

$

(1,186)

$

(8,142)

During the year ending December 31, 2021, $722 will be amortized from accumulated other comprehensive loss to profit or loss.

NOTE 26. SUBSEQUENT EVENTS

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued. The Company completed an evaluation of the impact of any subsequent events through March 31, 2021, the date at which the financial statements were available to be issued, and there were deemed to be no material subsequent events requiring further disclosure or adjustment to the financial statements.

47



Table of Contents

Exhibit 99.3

Envigo RMS Holding Corp. and Subsidiaries


QUARTERLY REPORT

For the Three and Six Months Ended June 30, 2021



Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

    

Page

Consolidated Financial Statements (unaudited)

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020

1

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020

2

Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020

3

Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Three and Six Months Ended June 30, 2021 and 2020

4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020

6

Notes to Condensed Consolidated Financial Statements

7-29


Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(DOLLARS IN THOUSANDS)

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

    

2021

    

2020

    

2021

    

2020

Net revenue

$

71,416

$

54,449

$

141,095

$

115,309

Operating costs

Cost of sales

(53,764)

(47,017)

(105,751)

(94,403)

Selling, general and administrative expenses

(11,151)

(10,217)

(22,837)

(20,703)

Amortization of intangible assets

(650)

(672)

(1,300)

(1,262)

Loss on impairment of goodwill and intangible assets

(49,506)

Other operating expense

(1,389)

(1,115)

(2,069)

(2,916)

Operating income (loss)

4,462

(4,572)

9,138

(53,481)

Interest expense, net

(1,728)

(2,391)

(3,633)

(4,838)

Interest expense, net - related parties

(277)

(440)

Gain on forgiveness of debt

346

Foreign exchange (losses) gains

(282)

(100)

519

(1,936)

Other income

88

115

20

217

Income (loss) from continuing operations, before income taxes

2,263

(6,948)

5,950

(60,038)

Income tax (expense) benefit

(582)

271

(1,501)

5,326

Income (loss) from continuing operations

1,681

(6,677)

4,449

(54,712)

(Loss) income from discontinued operations, net of tax

(82)

(44)

(25)

49

Consolidated net income (loss)

1,599

(6,721)

4,424

(54,663)

Net income (loss) attributable to non-controlling interests

249

170

(131)

456

Net income (loss) attributable to the stockholders

$

1,848

$

(6,551)

$

4,293

$

(54,207)

See accompanying notes to unaudited condensed consolidated financial statements

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Table of Contents

ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(DOLLARS IN THOUSANDS)

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

    

2021

    

2020

    

2021

    

2020

Consolidated net income (loss)

$

1,599

$

(6,721)

$

4,424

$

(54,663)

Other comprehensive income (loss), net of tax

Foreign currency translation

646

(320)

(939)

(872)

Defined benefit plans:

Amortization of actuarial gains (losses), net of taxes

185

(117)

367

(237)

Foreign currency translation

(37)

(14)

(96)

(288)

Other comprehensive income (loss), net of tax

794

(451)

(668)

(1,397)

Consolidated comprehensive income (loss)

2,393

(7,172)

3,756

(56,060)

Comprehensive income (loss) attributable to non-controlling interests

249

170

(131)

456

Comprehensive income (loss) attributable to the stockholders

$

2,642

$

(7,002)

$

3,625

$

(55,604)

See accompanying notes to unaudited condensed consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2021 AND DECEMBER 31, 2020

(DOLLARS IN THOUSANDS)

    

June 30, 2021

    

December 31, 2020

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

69,677

$

32,405

Accounts receivable (net of allowances of $1,806 and $1,824, respectively)

30,555

58,501

Unbilled receivables

1,160

556

Inventories, net

27,758

29,663

Prepaid expenses and other current assets

14,736

11,755

Assets held for sale

4,674

4,408

Current assets of discontinued operations

1,155

1,504

Total current assets

149,715

138,792

Property, plant and equipment, net

75,153

75,580

Intangible assets, net

21,087

22,338

Other assets

7,380

3,445

Total assets

$

253,335

$

240,155

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

22,334

$

15,181

Accrued payroll and other benefits

8,848

8,118

Accrued expenses and other liabilities

5,174

4,793

Fees invoiced in advance

9,240

6,586

Current portion of long-term debt

79,892

Liabilities held for sale

1,199

1,099

Current liabilities of discontinued operations

1,074

1,307

Total current liabilities

127,761

37,084

Long-term debt, net

47,936

127,303

Related party debt, net

6,822

6,440

Other liabilities

6,403

8,906

Long-term deferred tax liabilities

539

587

Total liabilities

189,461

180,320

Commitments and contingencies (Note 15)

Company stockholders' equity (per share and shares in whole dollars)

Common stock, Class A, $0.01 par value, 30,000 shares authorized, 18,618 issued and outstanding as of June 30, 2021 and December 31, 2020; and Class B, $0.01 par value, 3,000 shares authorized, 1,147 issued and outstanding as of June 30, 2021 and December 31, 2020

Preferred Stock, $0.01 par value, 1,000 shares authorized, 0 shares issued and outstanding

Paid in capital

123,488

123,202

Retained deficit

(49,946)

(54,239)

Accumulated other comprehensive loss

(8,810)

(8,142)

Total company stockholders' equity

64,732

60,821

Non-controlling interests in subsidiaries

(858)

(986)

Total stockholders' equity

63,874

59,835

Total liabilities and stockholders' equity

$

253,335

$

240,155

See accompanying notes to unaudited condensed consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD ENDED JUNE 30, 2021

(DOLLARS IN THOUSANDS)

(UNAUDITED)

  

Common Stock

Accumulated

Class A -Voting

Class B -Non - Voting

Preferred Stock

Other

Non-

Paid in

Retained

Comprehensive

Controlling

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Loss

  

Interests

  

Total

Balance - December 31, 2020

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

123,202

 

$

(54,239)

 

$

(8,142)

 

$

(986)

 

$

59,835

Consolidated net income

 

 

 

2,445

380

2,825

Pension cost amortization

 

 

 

182

182

Stock compensation expense

 

 

 

143

143

Foreign currency translation adjustment

 

 

 

(1,644)

(8)

(1,652)

Balance - March 31, 2021

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

123,345

 

$

(51,794)

 

$

(9,604)

 

$

(614)

 

$

61,333

Consolidated net income

 

 

 

1,848

(249)

1,599

Pension cost amortization

 

 

 

185

185

Stock compensation expense

 

 

 

143

143

Foreign currency translation adjustment

 

 

 

609

5

614

Balance - June 30, 2021

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

123,488

 

$

(49,946)

 

$

(8,810)

 

$

(858)

 

$

63,874

See accompanying notes to unaudited condensed consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD ENDED JUNE 30, 2020

(DOLLARS IN THOUSANDS)

(UNAUDITED)

Common Stock

Accumulated

Class A -Voting

Class B -Non - Voting

Preferred Stock

Other

Non-

Paid in

Retained

Comprehensive

Controlling

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Loss

  

Interests

  

Total

Balance - December 31, 2019

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

122,756

 

$

(1,364)

 

$

(8,833)

 

$

(235)

 

$

112,324

Consolidated net loss

 

 

 

(47,656)

(286)

(47,942)

Pension cost amortization

 

 

 

120

120

Other

 

 

 

(137)

(137)

Foreign currency translation adjustment

 

 

 

826

6

832

Balance - March 31, 2020

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

122,756

 

$

(49,020)

 

$

(7,887)

 

$

(652)

 

$

65,197

Consolidated net loss

(6,551)

(170)

(6,721)

Pension cost amortization

 

 

 

117

117

Stock compensation expense

 

 

 

159

159

Other

 

 

 

(234)

(234)

Foreign currency translation adjustment

 

 

 

334

(5)

329

Balance - June 30, 2020

 

18,618

 

$

 

1,147

 

$

 

 

$

 

$

122,915

 

$

(55,571)

 

$

(7,436)

 

$

(1,061)

 

$

58,847

See accompanying notes to unaudited condensed consolidated financial statements

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ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(DOLLARS IN THOUSANDS)

(UNAUDITED)

Six Months Ended June 30,

    

2021

    

2020

Cash flows from operating activities:

  

  

Consolidated net income (loss)

$

4,424

$

(54,663)

Adjustments to reconcile consolidated income (loss) to net cash provided by operating activities:

  

  

Depreciation and amortization

5,280

5,143

Loss on disposal of property, plant and equipment

396

225

Amortization of original issuance discount and debt issuance costs included in interest expense

401

58

Amortization of inventory step-up

1,470

Non-cash stock compensation expense

286

159

Loss on impairment of goodwill and intangible assets

49,506

Gain on forgiveness of debt

(346)

Foreign exchange (gains) losses on intercompany balances

(521)

1,936

Deferred income tax expense (benefit)

4

(5,265)

Undistributed loss of noncontrolling interest

17

456

Provision for losses on accounts receivable

(14)

(209)

Changes in operating assets and liabilities:

  

  

Accounts receivable and unbilled receivables

12,922

4,447

Prepaid expenses and other current assets

(8,408)

(3,586)

Inventories, net

1,737

4,363

Accounts payable, accrued expenses and other liabilities

9,696

(7,958)

Fees invoiced in advance

944

3,489

Defined benefit pension plan liabilities

(450)

(457)

Other

48

(129)

Net cash provided by (used in) operating activities

26,416

(1,015)

Cash flows from investing activities:

  

  

Purchases of property, plant and equipment

(2,923)

(1,640)

Proceeds from sale of animal colony

14,156

Net cash provided by (used in) investing activities

11,233

(1,640)

Cash flows from financing activities:

  

  

Proceeds from loans received

11,372

Payment of debt issuance costs

(152)

Repayments of long-term debt and capital lease obligations

(605)

Net cash used in financing activities

(152)

10,767

Effect of exchange rate changes on cash and cash equivalents

(192)

(537)

Increase in cash and cash equivalents

37,305

7,575

Cash and cash equivalents at beginning of period

33,215

21,918

Cash and cash equivalents at end of period

70,520

29,493

Less: discontinued operations cash balance

(459)

(165)

Less: assets held for sale cash balance

(384)

Cash and cash equivalents at end of period - continuing operations

$

69,677

$

29,328

Non-cash financing and investing activities:

  

  

Non-cash forgiveness of debt

$

346

$

Payment-in-kind interest capitalized as debt

$

1,179

$

Supplementary disclosures:

  

  

Interest paid

$

2,655

$

3,846

Income taxes paid, net

$

770

$

600

See accompanying notes to unaudited condensed consolidated financial statements

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NOTE 1.COMPANY AND BASIS OF PRESENTATION

Company

Envigo RMS Holding Corp. (the “Parent”) was formed on April 9, 2019 as a wholly owned subsidiary of Envigo Holdings, Inc. (Holdings) for the sole purpose of owning Holdings’ research models and services businesses and certain other assets. On June 3, 2019, Holdings executed a group restructuring and spin-off whereby Holdings’ RMS operating subsidiaries were contributed to the Parent and Holdings sold the majority of its contract research services (“CRS”) operating segment to Laboratory Corporation of America Holdings’ (“LabCorp”) Covance Drug Development segment (“Covance”), Concurrent with this transaction, Envigo RMS LLC, a wholly owned subsidiary of the Parent, acquired Covance Research Products, Inc.(“CRP”) (later renamed Envigo Global Services Inc. or “EGSI”) for $110,000 with the Parent as “Issuer” of the “Seller Note” to Covance Preclinical Corporation as “Holder”. The sale of the CRS business to LabCorp and the purchase of the EGSI business from LabCorp are referred to collectively as the LabCorp Transaction. The LabCorp Transaction was completed on June 3, 2019.

The Parent together with its subsidiaries and a variable interest entity (“VIE”) it consolidates are referred to collectively as “Envigo”, or the “Company”. All information contained in this Quarterly Report relates to Envigo and its consolidated subsidiaries and VIE.

Envigo breeds, imports and sells research-quality animal models for use in laboratory tests, manufactures and distributes standard and custom diets, distributes bedding and enrichment products, and provides other services associated with these products. The Company is one of the largest provider of research models and services (“RMS”) products and services globally and has been supplying research models since 1931. With over 130 different species and strains, the Company is a global leader in the production and sale of some of the most widely used rodent research model strains, among other species. The Company maintains production and distribution facilities, including barrier and isolator facilities, in the United States (“U.S.”), United Kingdom (“U.K.”), mainland Europe, and Israel.

Liquidity

As of June 30, 2021, the Company had cash of $69,677, working capital of $21,955 (or $101,846 excluding the current portion of debt) and retained deficit of $(49,946). For the six months ended June 30, 2021, the Company generated cash provided by operations of $26,416 and income from continuing operations of $4,449. As of June 30, 2021, the Company’s Seller Note and loans under the Paycheck Protection Flexibility Act (“CARES Act”) (“PPP Loans”) together totaling $79,892, are due within the next twelve months (see Note 11 for a more detailed discussion of the loans). Given the substantial debt maturity that is coming due within the next twelve months, the Company evaluated its ability to meet its obligations for the next 12 months from issuance of this quarterly report.

The Company has initiated the following steps :

As stated in Note 11, on April 18, 2021 and May 2, 2021 applied for forgiveness of its PPP loans; however, there can be no assurance that the Company will obtain full forgiveness of the loans; and
Began the process of refinancing a portion or all of the Company’s other outstanding debt, including the Seller Note, which is anticipated to be completed prior to the June 3, 2022 maturity of the Seller Note; however, there can be no assurance that the refinancing will be successful.

While the Company does not currently have access to a line of credit, as disclosed in Note 11, the Company, including its subsidiaries, has demonstrated the ability to raise funding through the successful application for and receipt of $50,000 under the Main Street Lending Program (“MSLP”), $11,026 of PPP loans mentioned above and $6,000 from private lending sources. The MSLP and private lending borrowings were completed in November 2020.

The Company believes that based on its current cash position and current positive financial condition, that a refinancing is probable of occurring and that additional financing will be available to the Company based upon the Company’s assessment of prevailing market and business conditions and recent experience of successful fund raising activities. The Company believes that it will have sufficient funds to meet its estimated obligations during the next twelve months from the issuance of this quarterly report. Accordingly, the accompanying condensed consolidated financial statements have

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been prepared assuming that the Company will continue as a going concern and do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

COVID-19

The outbreak of COVID-19, which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the United States of America and the globe. Many U.S. State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibited in-person work activities for many industries and businesses, having the effect of suspending or severely curtailing operations. The spread of the virus continued throughout 2020 and into Summer 2021, and is expected to continue through the remainder of 2021, despite widespread vaccination rollout due to new variants. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, its impact on potential customers, employees, and vendors and the timing and breadth of vaccinations, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID- 19 outbreak to negatively impact the Company’s financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

Due to the world-wide impact of the COVID-19 pandemic, the Company’s operations have been impacted in many ways including:

Disruption in the supply of certain animal research models, including a disruption in the supply of non-human primates from China. There is no certainty as to when the supply of non-human primates from China will restart;
Temporary cancelation or delay in customer orders; and
Product demand fluctuations.

The Company has been able to identify and access alternative inventory supply resources to mitigate a large portion of the China supply disruption impact discussed above.

At this point, the Company has seen negative effects of COVID-19 on 2020 operating results and the Company expects the effects of COVID-19 to have some impact on its operating results and cash flow in 2021. The Company’s current estimates and assumptions are dependent, in large part, on factors that are outside of the control of the Company including the potential impact to operations from various restrictions that may be in place from time to time in domestic and global economies.

Consolidation

The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company, including all subsidiaries and a VIE it consolidates in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). See Note 5 – Variable Interest Entities, for a further discussion of the VIE in which the Company held a variable interest and the consolidation of the entity in our condensed consolidated financial statements as of and for the period ended June 30, 2021. The year-end consolidated balance sheet data was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for year ended December 31, 2020. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations. Intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. Operating results for the three months and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021.

The Company accounts for non-controlling interests in accordance with Accounting Standard Codification (“ASC”) 810, “Consolidation” (“ASC 810”). ASC 810 requires companies with non-controlling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The non-controlling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations.

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Comparatives

In conjunction with the LabCorp Transaction, the Company undertook a plan to sell or dispose of certain assets comprising the remaining CRS businesses in Germany, Spain and Israel (together the “CRS business”). At that time, the Company conducted a review and determined that the CRS business met the criteria for assets and liabilities held for sale and discontinued operations presentation. The discontinued operations criteria was initially met as of September 30, 2019. Accordingly, the CRS business is presented as discontinued operations in the condensed consolidated statements of operations for the three months and six months ended June 30, 2021 and 2020 and the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. See Note 2 for a more detailed discussion of discontinued operations including details of assets and liabilities and income (loss) related to the discontinued business, along with certain information for the condensed consolidated statement of cash flows. Unless otherwise, noted all information presented hereafter is based upon continuing operations.

To conform to presentation for the year ended December 31, 2020, inventory step-up amortization of $1,327 and $1,470 recorded during the three and six months ended June 30, 2020, respectively, was reclassified from other operating expense to costs of sales on the condensed consolidated statements of operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgements that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include 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.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 3, “Summary of Significant Accounting Policies” in the Company’s Annual Report for the year ended December 31, 2020. There have been no material changes in our significant accounting policies during the three and six months ended June 30, 2021, except as follows:

Concentration of Risk

The Company maintains cash and cash equivalents with various financial institutions. These financial institutions are located primarily in the U.S., U.K. and Europe, and the Company’s policy is designed to limit exposure with any one institution. Balances in these accounts, at times, may be in excess of insured limits. At June 30, 2021 and December 31, 2020, the Company had uninsured balances of $67,652 and $30,131, respectively. The Company has not experienced any losses in such accounts. The Company does not engage in any currency hedging transactions.

Financial instruments that also 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 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 accounts receivable and unbilled receivables less fees invoiced in advance.

The Company has a wide range of customers and suppliers and therefore believes its concentration risk to any one customer or supplier is minimal. During the three months ended June 30, 2021 and 2020, one customer accounted for 21.4% and 28.2% of sales, respectively. During the six months ended June 30, 2021 and 2020, one customer accounted for 27.3% and 24.3% of sales, respectively. During the three and six months ended June 30, 2021 and 2020, no supplier accounted for more than 10% of purchases of goods and services.

An analysis of the Company’s net revenues from continuing operations and total assets are included in the notes to the condensed consolidated financial statements (see Note 17 – Geographical Information).

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Recently Adopted Accounting Pronouncements

No accounting pronouncements were adopted during the three months ended June 30, 2021.

Newly Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right of use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Subsequent to the issuance of ASU 2016-02, the FASB issued codification updates in July 2018, ASU 2018-11 “Leases (Topic 842) – Targeted Improvements (“ASU 2018-11”) and in March 2019, ASU 2019-01 “Leases (Topic 842) – Codification Improvements. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”), which delayed the effective date for non-public companies to annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effects of adopting ASU 2016-02, and all updates, on its condensed consolidated financial statements, but expects that it will result in a significant increase in the assets and liabilities recorded on the condensed consolidated balance sheet.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses” (“ASU 2016-13”). ASU 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. In November 2019, the FASB issued ASU 2019-10 which delayed the effective date for non-public companies to annual reporting periods beginning after December 15, 2022, including interim periods within the fiscal year beginning after December 15, 2022, with early adoption permitted.The Company is currently evaluating the effects of adopting ASU 2016-13 will have on its condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU, including subsequently issued updates, offers temporary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that is expected to be discontinued by December 31, 2021. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until December 31, 2022 when the replacement for LIBOR is expected to be completed. The interest rate on the Company’s Seller Note (matures June 2022) and MSLP Term Loan and Second Lien Loan (both mature in November 2025), are linked to LIBOR. The Company is in the process of evaluating options for transitioning away from the senior credit facility’s use of LIBOR and expects to be completed by the time LIBOR is phased out. The Company has not elect to apply any of the expedients or exceptions as of June 30, 2021 and is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures.

Management does not believe that any other recently issued but not yet effective accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

NOTE 2.DISCONTINUED OPERATIONS

In June 2019, the Company undertook a plan to sell or dispose of certain assets comprising the remaining CRS businesses in Germany, Spain and Israel (together the “CRS business”). Exiting the CRS business will result in the Company focusing solely on its research models and services business. The Company is actively marketing the CRS business and completed the sale of its Germany and Spain CRS businesses in July 2019 and November 2019, respectively. Envigo signed a letter

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of intent (“LOI”) dated February 3, 2021 to sell its CRS Israel business along with its RMS Israel business. See Note 3 below for a more detailed discussion of the proposed sale.

Assets and Liabilities Classified as Held For Sale

The Company classifies assets as held for sale (or disposal groups comprised of assets and liabilities) which are expected to be recovered primarily through sale rather than through continuing use. They are stated at the lower of carrying amount or fair value less costs to sell. Upon reclassification, the Company ceases to depreciate or amortize non-current assets classified as held for sale.

Based upon this criteria, the Company’s CRS Israel business met the requirements of reporting as assets held for sale. Accordingly, the long-term assets of CRS Israel were evaluated for impairment in 2019 when originally designated as held for sale. As of June 30, 2021 and December 31, 2020, the assets and liabilities of the Company’s Israel CRS business are presented as assets held for sale in the condensed consolidated balance sheet. There can be no certainty such sales will be completed.

Discontinued Operations

A discontinued operation is a component of the Company’s business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale and has experienced a strategic shift that will have a major effect on the Company’s operations and financial results. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the statement of operations is revised as if the operation had been discontinued from the first period presented.

Upon completion of this review, the Company determined that the CRS business meet the criteria for assets and liabilities held for sale and discontinued operations presentation. Accordingly, the presentation of the condensed consolidated statements of operations has been revised as if the CRS businesses had been discontinued for the periods ended June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020. Presented in the tables below are details of assets and liabilities and income (loss) related to the discontinued business, along with certain information for the condensed consolidated statement of cash flows.

Assets and liabilities from discontinued operations were as follows:

    

June 30, 2021

    

December 31, 2020

Assets

Current

Cash and cash equivalents

$

459

$

431

Accounts receivable, net

371

653

Unbilled receivables

84

63

Prepaid expenses and other current assets

241

357

Total current assets

$

1,155

$

1,504

Liabilities

Current

Accounts payable

$

107

$

131

Accrued payroll and other benefits

530

520

Accrued expenses and other liabilities

160

159

Fees invoiced in advance

277

497

Total current liabilities

$

1,074

$

1,307

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Income (loss) from discontinued operations for the three and six months ended June 30, 2021 and 2020 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

   

2021

   

2020

   

2021

   

2020

Net service revenue

$

676

$

520

$

1,546

$

1,439

Service cost of sales

(757)

(533)

(1,471)

(1,264)

Selling, general and administrative expenses

(71)

(83)

(188)

(137)

Operating (loss) income

(152)

(96)

(113)

38

Foreign exchange gains (losses)

10

2

(1)

Miscellaneous, net

60

14

86

4

(Loss) income from discontinued operations before income taxes

(82)

(82)

(25)

41

Income tax benefit

38

8

(Loss) income from discontinued operations, net of tax

$

(82)

$

(44)

$

(25)

$

49

The Company elected to not revise its condensed consolidated statements of cash flows for discontinued operations. The table below provides selected cash flow items to assist in understanding the impact of the discontinued operations on the Company’s cash flows.

    

Six Months Ended June 30,

 

   

2021

    

2020

Depreciation and amortization

$

$

Capital expenditures

$

54

$

1

NOTE 3.ASSETS HELD FOR SALE

Envigo signed a LOI dated February 3, 2021 to sell its ownership interest Israel RMS and CRS businesses to the management team of the Israel businesses for $6,650. The sale includes the Company’s 100% ownership in RMS Israel and RMS Israel’s 62.5% ownership interest in CRS Israel. The management team currently owns the 37.5% non-controlling ownership position in CRS Israel. The sale is expected to close in 2021. While the LOI was signed in February 2021, based upon the status of sale at December 31, 2020, the RMS Israel net assets and liabilities to be sold were evaluated for assets held for sale (“AHFS”) classification. Based upon a review of the AHFS criteria under ASC 360, it was determined that the net assets and liabilities of Israel RMS met the criteria for assets held for sale as of December 31, 2020 and, since the sale is expected to be completed within the next 12 months, are aggregated into separate current assets and liabilities held for sale lines on the condensed consolidated balance sheets. As discussed in Note 2 above, CRS Israel had previously met the criteria for assets held for sale and discontinued operations, and are presented as discontinued operations at both June 30, 2021 and December 31, 2020.

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The table below reflects the details of the net assets and liabilities held for sale as of June 30, 2021 and December 31, 2020.

    

June 30, 2021

    

December 31, 2020

ASSETS

Current assets:

Cash and cash equivalents

$

384

$

379

Accounts receivable

1,785

1,408

Inventories, net

631

588

Prepaid expenses and other current assets

518

618

Total current assets

3,318

2,993

Property, plant and equipment, net

257

262

Intangible assets, net

683

732

Other assets

416

421

Total assets

$

4,674

$

4,408

LIABILITIES

Current liabilities:

Accounts payable

$

222

$

227

Accrued payroll and other benefits

354

386

Accrued expenses and other liabilities

621

484

Fees invoiced in advance

2

2

Total liabilities

$

1,199

$

1,099

Net assets held for sale

$

3,475

$

3,309

NOTE 4.RESTRUCTURINGS

Bresso

In February 2020, the Company made the decision to restructure certain of its operations in Europe including the cessation of certain activities in Italy and the transfer of other activities to facilities in other countries in which it operates. The customers serviced by the Italy RMS operations will continue to be serviced by the Company’s other European operations and no overall decrease in revenues is anticipated. In April 2020, due to the COVID-19 pandemic, negotiations concerning and formal steps for the closure and transition of Italy RMS operations were suspended. In September 2020, restructuring efforts were resumed including negotiations with local trade unions on a plan to close and relocate the existing offices and the reduction of 31 employees and notification to employees of anticipated separation date and employee severance benefits. The restructuring plan includes the following phases:

Phase 1 – closing and/or relocation of health monitoring and administrative functions to smaller and lower cost facilities including reduction of 24 employees
Phase 2 – relocation of animal isolators to the Company’s facilities in the Netherlands
Phase 3 – completion of isolator relocation and final decommissioning of the Bresso office including the final reduction of employees

As of June 30, 2021, the following restructuring activities have been completed:

Exit of the lease in Bresso, Italy. Proper notification was given as required under the lease, so there was no lease exit cost;
Notification to employees of anticipated separation dates and severance benefits;
Separation of all employees impacted; and
Transfer of assets to the Company’s facilities in the Netherlands.

Capital expenditures to upgrade the heating and ventilation system at the Netherlands facility have begun and should be completed by the end of the third quarter of 2021.

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For the three months ended June 30, 2021 and 2020, a restructuring credit of $108 and costs of $30, respectively, have been incurred and are included in other operating expenses on the condensed consolidated statements of operations. The credit during the three months ended June 30, 2021 included $108 for the reversal of severance accruals related to retained employees. The expense during the three months ended June 30, 2020 relates to closure and winddown costs.

For the six months ended June 30, 2021 and 2020, restructuring credit of $60 and costs of $69, respectively, have been incurred and are included in other operating expenses on the condensed consolidated statements of operations. The credit during the six months ended June 30, 2021 included a net credit of $84 for severance and $24 of closure and winddown costs. The expense during the six months ended June 30, 2020 relates to closure and winddown costs.

Haslett and Boyertown

During 2020, the Company’s management approved a plan to close and relocate its operations in Haslett, Michigan and Boyertown, Pennsylvania into its existing facility in Denver, Pennsylvania (“Denver facility”). The plan was officially announced in January 2021 and is expected to be completed in 2022. To accommodate the relocation, the Company will be investing approximately $7,200 for capital expenditures in the Denver facility, of which $973 has been expended as of June 30, 2021. In addition, costs to complete the closure and relocation activities, including severance and employee retention costs, is estimated to be $650. The restructuring will be completed in three primary phases as follows:

Phase 1: Relocation of the Haslett small animal colony to existing facilities projected to be completed in the first quarter of 2021;
Phase 2: Relocation of the Haslett chicken colony to the Denver facility, which will coincide with the closure of the Haslett site, and is projected to be completed in 2022; and
Phase 3: Relocation of the Boyertown operations to the Denver facility, which is projected to be completed in 2022.

The Phase I relocation of the Haslett small animal colony was completed in the first quarter of 2021. The operations at both the Haslett chicken colony and Boyertown locations will continue to operate as usual during the relocation period. Property, plant and equipment will be evaluated for transfer to the Denver facility.

Termination and Retention Benefits

In January 2021, subsequent to the restructuring plan announcement, employees at the Haslett and Boyertown sites were provided individual letters describing separation and relocation timing, and termination and retention benefits. Total employees impacted was 32 including 15 at Haslett related to the small animals colony, 8 in Haslett related to the chicken colony and 9 in Boyertown. In accordance with ASC 420, Exit or Disposal Cost Obligations, the benefit letters provided to impacted employees were evaluated and determined to meet the communication criteria of ASC 420. In addition, the termination benefit letters were reviewed to identify any services periods required in order to receive the termination, transition and/or retention benefits. Accordingly, any benefits requiring a service period of longer than three months will be accrued over the required service period.

As of June 30, 2021, 15 employee at the Haslett facility have been terminated and one employee left of their own accord. The remaining employees are scheduled to continue in their roles until the relocation is complete in 2022 at which time the employees will either relocate to the Denver site or transition to other sites within the Company.

During the three and six months ended June 30, 2021, retention benefits of $174 and $213, respectively, were incurred. These expenses are included in other operating expenses in the condensed consolidated statements of operations.

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The following table is a rollforward of severance and retention benefit obligation accruals.

    

    

Retention/

    

    

    

Severance

Transition

Other

Total

As of December 31, 2020

Expense

107

79

27

213

Payments

(77)

(14)

(15)

(106)

As of June 30, 2021

30

65

12

107

Other Closure and Relocation Costs

In accordance with ASC 420, other closure and relocation costs are treated as period costs and expenses as incurred. During the three and six months ended June 30, 2021, no other closure and relocation costs of were incurred. These expenses will be included in other operating expenses in the condensed consolidated statements of operations.

Long-Term Assets

As of December 31, 2020, the property, plant and equipment of the Haslett and Boyertown sites was evaluated for recoverability of carrying value either through sale or through continued operations during the relocation period and continued operations at the Denver facility. Based upon this review, the carrying value of depreciable assets were determined to be recoverable through continued operations during the relocation period and continued operations at the Denver facility. The carrying value of land at the Boyertown location was determined to be recoverable through sale based upon market values from acquisition of the site in December 2019. However, due to the location, limited market and specialized nature of the Haslett site, the recoverability of the carrying value of land was determined to be impaired and an impairment charge of $300 was recorded at December 31, 2020. During the three and six months June 30, 2021, accelerated depreciation of $39 was recorded on property, plant and equipment that is not anticipated to be relocated to the Denver site, but was deemed to have its carrying value recoverable during the relocation period.

NOTE 5.VARIABLE INTEREST ENTITY

On October 4, 2019, the Company entered into a five-year master service agreement with Vanguard Supply Chain Solutions LLC (“Vanguard”) whereby Vanguard provides transportation services for the Company’s research models and Teklad products in the US and Canada. Prior to the agreement, the Company utilized internal resources to provide the majority of its transportation services in the US and Canada. The agreement requires the Company to be Vanguard’s only customer for two years. The agreement includes a plan that converts the warehousing and transportation services to Vanguard over a nine-phase plan between December 2019 and June 2021.

Previously, on July 1, 2019, the Company had entered into an agreement with Vanguard which required the Company to prepay $420. The prepayments would service as working capital to ensure the seamless transition of outsourced services to Vanguard. The prepayments will be repaid to the Company in the form of deductions from billings on a sliding scale between 2020 and 2027.

As each site transitions to Vanguard, the Company has sold certain assets to Vanguard and entered into sublease agreements for facility space and vehicles currently leased by the Company. The sublease costs are treated as a pass-through cost to Vanguard equal to the Company’s lease cost. As of June 30, 2021, all sites have been transitioned to Vanguard.

The Company has no ownership interest in Vanguard, has no role in the management of Vanguard and is not a guarantor of any of Vanguard obligations, nor is required to provide on-going financial support to Vanguard.

Under ASC 810, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

the power to direct the activities that most significantly impact the economic performance of the VIE; and

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the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be potentially significant to the VIE.

The Company holds variable interests in the Vanguard as a result of:

required status as Vanguard’s only customer for a period of two years;
prepayments to Vanguard to support initial working capital;
subordinated notes issued to Envigo by Vanguard in exchange for assets purchase by Vanguard to be used in the providing of transportation services; and
less-than-arm’s-length sublease agreements related to facilities and vehicles.

The following table provides details of the Vanguard assets and liabilities as of June 30, 2021 and December 31, 2020 that have been consolidated into the Company’s condensed consolidated balance sheets.

    

June 30, 2021

    

December 31, 2020

Assets

Current

Cash and cash equivalents

$

722

$

741

Prepaid expenses and other current assets

284

218

Total current assets

1,006

959

Property, plant and equipment

1

2

Total assets

$

1,007

$

961

Liabilities

Current

Accounts payable

$

431

$

239

Accrued payroll and other benefits

365

138

Accrued expenses and other liabilities

7

7

Total current liabilities

803

384

Long-term debt

141

486

Other liabilities

223

223

Shareholder's equity

Retained earnings

5

5

Non-controlling interest

(165)

(137)

(160)

(132)

Total liabilities and shareholder's equity

$

1,007

$

961

The following table provides details of the Vanguard operating results that have been consolidated into the Company’s condensed consolidated statements of operations.

    

Three Months Ended June 30,

    

Six Months Ended June 30,

2021

    

2020

2021

    

2020

Cost of sales

$

(98)

$

(47)

$

(195)

$

(63)

Selling, general and administrative expenses

(195)

(215)

(176)

(446)

Interest expense

(1)

Gain on forgiveness of debt

346

Net loss

(293)

(262)

(25)

(510)

Net loss attributable to non-controlling interests

195

199

(170)

447

$

(98)

$

(63)

$

(195)

$

(63)

The consolidated assets and liabilities as of June 30, 2021 and December 31, 2020 and operating results for the three and six months ended June 30, 2021 and 2020 presented above have been adjusted to eliminate any intercompany transactions between Envigo and Vanguard and to record non-controlling interests in Vanguard equity and results of operations.

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NOTE 6.REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

The Company recognizes revenue in relation to the products it sells and the services it provides. The following is a discussion of the revenue recognition policy specific to each of those revenue types.

Product Revenue. Product revenue included research models, diets and bedding, bioproducts and transgenic models. Product revenue is recognized at the point in time when the Company’s performance obligations with the applicable customers have been satisfied. Revenue is recorded at the transaction price, which is the amount of consideration the Company expects to receive in exchange for transferring products to a customer. The Company considered the unit of account for each purchase order that contains more than one product. Because all products in a given purchase order are generally delivered at the same time and the method of revenue recognition is the same for each, there is no need to separate an individual order into separate performance obligations. The performance obligations, including associated freight to deliver products, is met upon delivery (destination point) and transfer of title. The Company determines the transaction price based on fixed consideration in its contractual agreements. In determining the transaction price, a significant financing component generally does not exist since the timing from when the Company delivers product to when the customers pay for the product is less than one year and the customers do not pay for product in advance of the transfer of the product. However, in certain transactions, there can be greater than one year between when the customer pays for product and the Company delivers the product. The Company recorded interest expense of $87 and $231 during the three and six months ended June 30, 2021, respectively, related to the financing component for these transactions. During the three and six months ended June 30, 2020, the Company recorded interest expense of $107. During the three and six months ended June 30, 2021, accrued interest of $229 and $383, respectively, was released.

Services Revenue. Services revenue includes per diem charges for boarding customer-owned animals. The service revenue performance obligation is the delivery of service which generally represents caring for animals we are holding for customers. Services revenue is recognized as invoiced in accordance with the invoice method practical expedient which permits the recognition of revenue, for contracts over time, as invoiced if the company’s right to payment is for an amount that corresponds directly with the value to the customer of the company’s performance to-date.

Shipping and handling costs incurred are recorded in cost of sales. The Company accounts for the sale of containers used to ship products as revenue. Costs related to containers are recorded in cost of sales.

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major line of product or service.

Three Months Ended June 30,

Six Months Ended June 30,

    

2021

    

2020

    

2021

    

2020

Products

$

63,257

$

49,437

$

123,851

$

102,985

Services

8,159

5,012

17,244

12,324

$

71,416

$

54,449

$

141,095

$

115,309

Products. Product revenues included research models, diets and bedding, bioproducts and transgenic models and services. Research models revenue represents the commercial production and sale of research models, principally purpose-bred rats and mice for use by researchers, and large-animal models from the EGSI acquisition. Diets and bedding revenues represent laboratory animal diets, bedding, and enrichment products under the Company’s Teklad product line. Bioproducts revenues represents the sale of serum and plasma, whole blood, tissues, organs and glands, embryo culture serum and growth factors. Transgenic revenues represent genetically altered research models and associated services. Research models and diets and bedding include freight costs associated with the delivery of the product to customers.

Services. Services revenues primarily represents per diem charges for the boarding of customer-owned animals.

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Contract Balances from Contracts with Customers

The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled receivables) and contract liabilities (deferred revenue and customer contracts) on the consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about client receivables and contract assets and liabilities from contracts with customers.

    

June 30, 2021

    

December 31, 2020

Client receivables (trade receivables)

$

30,555

$

58,501

Contract assets (unbilled receivables)

$

1,160

$

556

Contract liabilities (fees invoiced in advance)

$

9,240

$

6,586

Contract liabilities (other liabilities)

$

1,742

$

3,322

Net revenue for the six months ended June 30, 2021 includes $4,832 which was included in contract liabilities at December 31, 2020. Net revenue for the six months ended June 30, 2020 includes $2,518 which was included in contract liabilities at December 31, 2019.

NOTE 7.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company and its subsidiaries are parties to a number of transactions with related parties.

Financing

The Company has a portion of the Main Street Term Loan and Second Lien Loan owing to a related party in the amount of $6,822 and $6,440, net of unamortized original issuance discount and debt issuance costs, as of June 30, 2021 and December 31, 2020, respectively. The loans mature on November 4, 2024. There are scheduled payments on the Main Street Term Loan, while Second Lien Loan is repayable in full at maturity. The loans bear interest at a rate of 3.0% and 13.5% above LIBOR, respectively, payable quarterly in arrears. Under both loans, interest accrued in the first year will be capitalized as payment in kind (“PIK”). See Note 11 for a more detailed description of the loans. During the three months ended June 30, 2021, the Company recorded interest expense of $33 and $246, attributable to the related party portion of the Main Street Term Loan and Second Lien Loan, respectively. During the six months ended June 30, 2021, the Company recorded interest expense of $52 and $389, attributable to the related party portion of the Main Street Term Loan and Second Lien Loan, respectively. The condensed consolidated statements of operations and condensed consolidated balance sheets have been classified to present the interest expense and loan amounts as related party.

Management Agreement

The Company is party to a management agreement (the “Management Agreement”) with certain of its indirect shareholders (the “Providers”) to provide oversight services around general monitoring and management services; acquisitions and dispositions; financing alternatives; refinancing of existing indebtedness and equity issuances; growth strategies; and other monitoring services. In consideration for the above-mentioned services, the Providers are entitled to compensation in the aggregate amount of $2,250 per annum, plus expenses. During the three months ended June 30, 2021 and 2020, $563 and $562, respectively, was charged to selling, general and administrative expense in the condensed consolidated statement of operations. During the six months ended June 30, 2021 and 2020, $1,128 and $1,145, respectively, was charged to selling, general and administrative expense in the condensed consolidated statement of operations.

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Transportation and Warehousing Services

In October 2019, Envigo RMS, LLC (“Envigo U.S.”) entered into a master services agreement with Vanguard Supply Chain Solutions LLC (“Vanguard”) to provide transportation and warehousing services for the Company’s operations in the U.S. and Canada for animal models and Teklad products. Prior to this agreement, the Company had utilized internal resources to transport its animal models and transport and warehouse its Teklad products. The master services agreement transitions these services from internal to Vanguard over 9 phases beginning in December 2019 and which was completed in June 2021. Each transition phase includes the:

sale of certain assets to Vanguard; and
execution of sublease agreements related to warehouse facilities and vehicle leases required for providing of services.

In conjunction with the transition, notes related to the sale of equipment were executed in the amount of $286 for assets sold to Vanguard. The notes are due November 2024 with schedule monthly payments of $2 commencing in January 2022. Interest is only payable on past due installment payments.

In addition, Envigo and Vanguard entered in a prepayment agreement that required Envigo to make prepayments to Vanguard to secure supply as its exclusive transportation and warehousing services provider. As of December 31, 2019, prepayments of $420 had been made, of which $258 and $346 remained prepaid at June 30, 2021 and December 31, 2020, respectively.

Due to the consolidation of Vanguard as a Variable Interest Entity, the prepaid balances and notes related to sale of equipment are eliminated for consolidation.

During the three months ended June 30, 2021 and 2020, the Company incurred transportation and warehousing costs of $3,187 and $949, respectively, under this agreement. During the six months ended June 30, 2021 and 2020, the Company incurred transportation and warehousing costs of $5,281 and $1,577, respectively, under this agreement.

Other

Hal Harlan is a stockholder and director of Parent. The Company has lease agreements with entities owned by Hal Harlan for certain of its facilities under which the Company paid rent of $97 and $193 for the three and six months ended June 30, 2021, and $95 and $190 for the three and six months ended June 30, 2020, respectively. As of June 30, 2021 and December 31, 2020, $0 was outstanding and recorded in accounts payable on the condensed consolidated balance sheets.

The Company purchases medicated diets and bedding from an entity owned by Hal Harlan. Purchases from this entity were $425 and $464 in the three months ended June 30, 2021 and 2020, respectively. Purchases from this entity were $908 and $1,025 in the six months ended June 30, 2021 and 2020, respectively. The Company also sold $40 and $23 of diets and bedding to this entity in the three months ended June 30, 2021 and 2020, respectively, and $81 and $66 of diets and bedding to this entity in the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, $92 and $96, respectively, was outstanding and recorded in accounts payable on the condensed consolidated balance sheets.

Timothy Mayhew, an advisor to an equity holder in the Parent, receives annual fees of $250 for his services as a director, plus expenses. Hal Harlan, an advisor to an equity holder in the Parent, receives annual fees of $250 for his services as a director, plus expenses. During the three months ended June 30, 2021 and 2020, $125 and $437, respectively, and $250 and $522 during the six months ended June 30, 2021 and 2020, respectively, was charged to selling, general and administrative expense in the condensed consolidated statements of operations.

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NOTE 8.INVENTORIES, NET

Inventories, net consist of the following:

    

June 30, 2021

    

December 31, 2020

Raw materials

$

1,146

$

997

Finished goods

3,601

3,201

Animal inventory

23,011

25,465

$

27,758

$

29,663

NOTE 9.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Goodwill represents the difference between the purchase price and the fair value of net tangible and identifiable net intangible assets acquired in business combinations when accounted for using the purchase method of accounting.

Goodwill is not amortized but is tested for impairment at the reporting unit level on an annual basis. The Company previously adopted ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” in the prior year. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two- step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely- than-not that the carrying value of goodwill is not recoverable, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative impairment test, in which the Company compares the fair value of its reporting unit to their carrying values. If the carrying values of the net assets assigned to the reporting unit exceed the fair values of the reporting unit, an impairment charge is booked but this must not be greater than the total amount of goodwill allocated to that reporting unit.

At March 31, 2020, due to the negative impact that COVID-19 was having on the Company’s business, the Company performed a quantitative impairment test using a discounted cash flow model to compare the fair value of the Company’s reporting unit to the carrying value of net assets assigned to the reporting unit. This analysis concluded that the carrying value exceeded the fair value of the reporting unit and an impairment charge of $39,679 was recorded. The impairment loss of $39,679 is included in loss on impairment of goodwill and intangible assets in the condensed consolidated statement of operations for the six months ended June 30, 2020.

Intangible Assets, Net

Identifiable intangible assets are amortized over the period of their expected benefit, unless they were determined to have indefinite lives. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the discounted future cash flows are found to be less than the carrying amount of the asset group. If such assets are considered to be impaired, a charge is recorded to reduce the carrying amount of the asset to fair value and the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

At March 31, 2020, due to the negative impact that COVID-19 was having on the Company’s business, the Company performed a quantitative impairment test using a discounted cash flow model to compare the fair value of the Company’s customer relationships and intellectual property intangible assets to their carrying values. This analysis concluded that the carrying value of certain intellectual property intangible assets exceeded their fair value and impairment charges totaling $9,827, net of accumulated amortization of $3,657, were recorded. The impairment loss of $9,827 is included in loss on impairment of goodwill and intangible assets in the condensed consolidated statement of operations for the six months ended June 30, 2020. Due to the continued impact of COVID-19 on the Company’s results of operations, at June 30, 2020, the Company performed a quantitative impairment test for recoverability comparing undiscounted cash flows to the carrying value of Company’s customer relationships and intellectual property intangible assets. The analysis concluded

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that undiscounted cash flows exceeded the carrying value of both the intellectual property and customer relationships intangibles and no further impairment was needed. As of June 30, 2021, there were no new indicators of impairment. The accumulated amortization for intellectual property in the June 30, 2021 and December 31, 2020 tables presented below have been reduced by $3,657 representing the accumulated amortization written off associated with impairment.

The following table summarizes the intangible assets of the Company, which are reflected in intangible assets, net on the condensed consolidated balance sheet:

June 30, 2021

    

Gross Amount at
December 31, 2020

    

Impairment

    

Accumulated
Amortization

    

Reclassification
to AHFS

    

Exchange
Rate Impact

    

Net
Amount

Customer relationships

$

22,689

$

$

(7,010)

$

(683)

$

77

$

15,073

Intellectual property – animal strains

7,123

(1,205)

96

6,014

$

29,812

$

$

(8,215)

$

(683)

$

173

$

21,087

December 31, 2020

    

Gross Amount at
December 31, 2019

    

Impairment

    

Accumulated
Amortization

    

Reclassification
to AHFS

    

Exchange
Rate Impact

    

Net
Amount

Customer relationships

$

22,689

$

$

(6,064)

$

(732)

$

87

$

15,980

Intellectual property – animal strains

20,607

(13,484)

(850)

85

6,358

$

43,296

$

(13,484)

$

(6,914)

$

(732)

$

172

$

22,338

Amortization expense for intangibles for the three and six months ended June 30, 2021 was $650 and $1,300, respectively, and was $672 and $1,262 for the three and six months ended June 30, 2020, respectively.

Amortization expense for the Company’s intangible assets expected to be recorded for each of the next five years, and collectively thereafter, is as follows:

Remainder of 2021

    

$

1,261

2022

2,523

2023

2,523

2024

2,523

2025

2,523

Thereafter

9,734

$

21,087

NOTE 10.ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

    

June 30, 2021

    

December 31, 2020

Accrued non-income taxes

$

1,863

$

1,984

Accrued interest

1,866

1,838

Other

1,445

971

$

5,174

$

4,793

During the three months ended March 31, 2021, the Company determined that sales and use tax for sales made during the period of a transition services agreement (June 2019 – April 2020) may not have been properly billed, collected and remitted. Therefore, at March 31, 2021, the Company has accrued $1,533 for estimates sales tax, plus interest due in

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accrued non-income taxes in the table above. Likewise at March 31, 2021, the Company recorded a non-trade receivable of $1,533, included in prepaid expenses and other current assets in the condensed consolidated balance sheets, representing the amount that the Company will be able to recover. The Company reserves its right to pursue applicable indemnification claims for losses suffered in connection with such sales and use taxes. Subsequent to the filing of the March 31, 2021 quarterly report, after further investigation and discussion with customers whose sales were impacted by the underbilling, remittance and collection, it was determined that the resolution of this sales and use tax matter would be the responsibility of the customers and therefore the accruals and receivables discussed above have been removed from the Company’s condensed consolidated balance sheets.

NOTE 11.LONG-TERM DEBT

Long-term debt consists of the following:

    

June 30, 2021

    

December 31, 2020

Seller Note

$

68,866

$

68,866

MSLP Loan

50,756

50,000

Second Lien Note

6,423

6,000

PPP Loans

11,026

11,372

EIDL Loan

141

141

Unamortized debt issuance costs

(1,438)

(1,371)

Unamortized original issuance discount

(1,124)

(1,265)

134,650

133,743

Less: related party debt, net

6,822

6,440

Less: current portion

79,892

Long-term debt, net of current portion

$

47,936

$

127,303

Seller Note

On June 3, 2019, to fund the EGSI acquisition, the Company issued the $110,000 Seller Note. The Seller Note, prior to the Seller Note Amendment discussed below, had scheduled quarterly principal payments of $500 beginning September 3, 2020 through June 3, 2021, and $1,000 beginning September 3, 2021 through June 3, 2022, with the balance due at maturity on June 3, 2022. Interest is paid quarterly in arrears and is based upon LIBOR plus 5.5% for June 3, 2019 through June 2, 2020, LIBOR plus 7.5% for June 3, 2020 through June 2, 2021, and LIBOR plus 8.5% for June 3, 2021 through June 3, 2022. Debt issuance costs (“DIC”) of $350 were capitalized and were being amortized on the effective interest basis over the term of the debt. The Seller Note is guaranteed by certain of its consolidated subsidiaries. Due to the floating rate nature of the Seller Note, the carrying value approximates fair value. The Company is in compliance with all covenants as of June 30, 2021 and December 31, 2020. The Seller Note is secured by substantially all of the assets of the Company, excluding the assets of the CRS business which are classified as discontinued operations.

On January 23, 2020, the Parent and the Holder executed a first amendment to the Seller Note whereby the principal balance of the Seller Note was reduced by $532 for an indemnification claim under the LabCorp transition agreement. The principal reduction was applied to the $500 scheduled payment due September 30, 2020, with the remaining $32 applied to the scheduled payment due December 31, 2020.

On June 15, 2020, the Parent and the Holder executed a second amendment to the Seller Note whereby the principal balance of the Seller Note was reduced by $602 for an indemnification claim under the LabCorp transition agreement. The principal reduction was applied to the $468 scheduled payment due December 31, 2020, with the remaining $134 applied to the scheduled payment due March 31, 2021.

On November 4, 2020, in conjunction with the issuance of the MSLP and Second Lien Credit Agreements, discussed below, the Company executed Amendment No 3. To the Floating Rate Senior Secured Note Due 2022 (“Seller Note Amendment”). The Seller Note Amendment, among other things:

Notifies of the intent to voluntarily redeem $40,000 of the Seller Note outstanding balance;
Permits the entering into of Main Street Term Loan and the Second Lien Loan discussed below;

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Permits an additional $2,500 of indebtedness under the combined Main Street Term Loan and Second Lien Loan Agreements;
Eliminates current limitations on restrictions on incurring additional indebtedness;
Eliminates Seller Note repayment requirements from additional indebtedness and proceeds from permitted transactions;
Eliminates all schedule payments; and
Eliminates the excess cash flow payment requirement.

On November 16, 2020, with proceeds from the Main Street Term Loan, the Company made a $40,000 voluntary prepayment of the outstanding balance under the Seller Note. This unscheduled repayment was reviewed for potential debt extinguishment accounting under ASC 470 – 50, Debt – Modifications and Extinguishments. Based upon this review, the prepayment was determined to have triggered a partial extinguishment of debt. As a result of this partial extinguishment, a gain on extinguishment of debt of $633 was recorded during the year ended December 31, 2020. The gain on extinguishment is comprised of $701 for the write off of interest accrued under the effective interest method which will no longer be paid, partially offset by the proportional write-off of $68 of unamortized DIC. The principal payment of $40,000 was redeemed at carrying value, so no gain or loss on the repayment was included in the gain on extinguishment of debt.

Envigo incurred capitalizable costs associated with the Seller Note Amendment of $223, these costs along with the remaining unamortized DIC of $117 from the issuance of the Seller Note will be amortized on a straight-line basis over the remaining term of the debt.

Paycheck Protection Program Loans

On March 27, 2020, in response to the economic impact of COVID-19, the U.S. government passed the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time, the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitation, increase limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. In addition, the CARES Act created a new lending program (the “Paycheck Protection Program” or “PPP”) under Section 7(a) of the Small Business Act (15 USC 636) to provide low-interest loans to certain small businesses (generally those with 500 or fewer  employees, with specific provisions allowing participation for certain employers with more than 500 employees that operate in certain industry groups) and self-employed individuals for the purpose of covering payroll and other eligible expenses for a 24- week period. All or a portion of the PPP loans may be forgiven by the U.S. Small Business Administration (“SBA”) upon application by the recipient of such loans in accordance with SBA requirements to the extent the recipient uses the funds for eligible expenses and maintains its workforce as specified in the Act. PPP loans that are not forgiven must be repaid within five years. The Act provides that PPP loan forgiveness is excluded from the recipient’s gross income. Any loans not forgiven would accrue interest at 1% per annum.

On May 4, 2020, EGSI, a wholly-owned subsidiary of the Company, received a PPP loan in the amount of $2,924. On May 11, 2020, Envigo RMS LLC (“Envigo RMS”), a wholly-owned subsidiary of the Company, received a PPP loan in the amount of $8,102. The EGSI and Envigo RMS PPP Loans have a two-year maturity. On May 5, 2020, the Company’s consolidated VIE received a PPP loan of $346. The VIE PPP Loan has a two-year maturity. EGSI, Envigo RMS and the consolidated VIE anticipate paying or incurring eligible expenses totaling the full amounts borrowed. Each of EGSI, Envigo RMS and the consolidated VIE also anticipates that it will maintain its workforce in accordance with the CARES Act. Despite the Company’s good-faith belief that it properly satisfied all eligibility requirements for the PPP loans, there has been increasing scrutiny of loans over $2 million, which may be subject to audit. The US Department of Justice has also brought criminal charges against certain borrowers under the PPP loan program that it suspects of engaging in fraud. The Company applied for loan forgiveness of the EGSI and Envigo RMS loans on April 18, 2021 and May 2, 2021, respectively; however, there can be no assurance that the Company will obtain full forgiveness of the loans based on the legislation. The consolidated VIE received loan forgiveness on March 5, 2021. As a result, a gain on forgiveness of debt of $346 was recorded during the three months ended March 31, 2021. We continue to assess the impact that the CARES Act may have on our business and currently, we are unable to determine the impact that the CARES Act will have on our financial condition, results of operations, or liquidity. The EGSI and Envigo RMS PPP loans are due on May 4, 2022 and May 11, 2022, respectively, and therefore are classified as current as of June 30, 2021.

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The PPP loans also provides for customary events of default, including, among others, events of default relating to failure to make payments, bankruptcy, breaches of representations, and material adverse effects. Additionally, the PPP loans are subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The Company may also be subject to CARES Act-specific lookbacks and audits that may be conducted by other federal agencies, including several oversight bodies created under the CARES Act. These bodies have the ability to coordinate investigations and audits and refer matters to the Department of Justice for civil or criminal enforcement and other actions.

Main Street Lending Program

On November 4, 2020, the Company submitted an application through the Main Street Lending Program (“MSLP”) for a loan of $50,000 under the MSPLF Credit Agreement, collectively the Main Street Term Loan. The Main Street Term Loan was funded on November 16, 2020. The proceeds from the Main Street Term Loan, net of an original issuance discount (“OID”) of 2%, was used for the early paydown of $40,000 of the Seller Note, with the remainder to provide additional working capital. The Main Street Term Loan has a maturity date of November 4, 2025 and bears interest at LIBOR plus 300 basis points, with a LIBOR floor of 0%. Interest in the first year will be treated as PIK, will be capitalized to the loan and will accrue interest as described above. There are no scheduled payments during the first two years of the loan, with scheduled payments of $7,500, $7,500 and $35,000 due in years three, four and five, respectively. The Main Street Term Loan is secured by a security interest in the assets of the Company. Due to the floating rate nature of the Main Street Term Loan, the carrying value approximates fair value. Envigo incurred DIC of $974 associated with the issuance of the Main Street Term Loan. The DIC along with the OID of $1,000 will be amortized on an effective interest basis over the term of the debt. A portion of the borrowings under the MSPLF Credit Agreement is owing to a related party. Accordingly, borrowings of $2,449 and $2,415, net of unamortized DIC and OID, are presented as related party debt, net at June 30, 2021 and December 31, 2020, respectively.

Second Lien Credit Agreement

On November 4, 2020, the Company entered into a Second Lien Credit Agreement (“Second Lien Loan”) through a private lending organization for a loan of $6,000. The Second Lien Loan was funded on November 13, 2020. The proceeds from the loans, net of an original issuance discount of 5%, will be used to provide additional working capital and fund costs associated with the Main Street Term Loan and the Second Lien Loan. The loan has a maturity date of November 4, 2025 and bears interest at LIBOR plus 1350 basis points, with a LIBOR floor of 1%. Interest in the first year will be treated as PIK, will be capitalized to the loan and will accrue interest as described above. There are no scheduled payments during the term of the loan, with the total loan balance, including PIK interest, due at maturity. The Second Lien Loan is secured by a second priority security interest in the assets of the Company. Due to the floating rate nature of the Second Lien Loan, the carrying value approximates fair value. Envigo incurred DIC of $383 associated with the issuance of the Second Lien Loan. The DIC along with the OID of $300 will be amortized on a straight- line basis over the term of the debt. A portion of the borrowings under the Second Lien Loan is owing to a related party. Accordingly, borrowings of $4,373 and $4,025, net of unamortized DIC and OID, are presented as related party debt, net at June 30, 2021 and December 31, 2020, respectively.

Economic Injury Disaster Loan (“EIDL Loan”)

On October 8, 2020, Envigo’s consolidated VIE received an EIDL Loan of $141 from the SBA. The EIDL program is another COVID 19 economic assistance program provided under the Cares Act. The loan has a 30-year maturity with monthly scheduled payments (principal and interest) totaling $8 per year beginning one year from the issuance date. The loan bears interest at 3.75% payable monthly in arrears.

Restrictive Covenants

The MSPLF Credit Agreement includes a minimum interest coverage ratio of 1.00:1.00 through December 31, 2021 and 1.25:1.00 thereafter. The Company was in compliance with the minimum interest coverage ratio for the periods ended June 30, 2021 and December 31, 2020.

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Scheduled Principal Payments

Scheduled payments for the next five years required under Company’s debt obligation are as follows:

2021

    

$

2022

79,892

2023

7,503

2024

7,503

2025

42,182

Thereafter

132

$

137,212

NOTE 12.INCOME TAXES

During the three and six months ended June 30, 2021, the Company recorded income tax expense of $582 (or 25.7%) and $1,501 (or 25.2%) on net income from continuing operations before income taxes of $2,263 and $5,950, respectively. The tax rate for the three months ended June 30, 2021 differs from the federal statutory rate primarily due to the mix of income before income taxes between the U.S. and foreign countries and the valuation allowance recorded on the Company’s net deferred tax assets. The tax rate for the six months ended June 30, 2021 differs from the federal statutory rate primarily due to the mix of income before income taxes between the U.S. and foreign countries and the valuation allowance recorded on the Company’s net deferred tax assets.

During the three and six months ended June 30, 2020, the Company recorded income tax benefit of $271 (or 3.9%) and $5,326 (or 8.9%), respectively on net losses from continuing operations of $6,948 and $60,038, respectively. The tax rate for the three months ended June 30, 2020 differs from the federal statutory rate primarily due to cumulative impact of the adjustment of the full-year forecasted tax rate, partially offset by benefit from a carryback refund of $809. The tax rate for the six months ended June 30, 2020 differs from the federal statutory rate primarily due to the tax impact of non-deductible goodwill impairment, valuation allowance against the ability to realize net operating losses in certain of our foreign operations, foreign tax-rate differentials, partially offset by benefit from a carryback refund of $809 and state income taxes.

NOTE 13.EMPLOYEE BENEFITS

Defined Benefit Plan

The Company has a defined benefit plan in the U.K., the Harlan Laboratories UK Limited Occupational Pension Scheme (the "Plan"), which operated through to April 2012. As of April 30, 2012, the accumulation of plan benefits of employees in the Plan was permanently suspended and therefore the Plan was curtailed. During the year ending December 31, 2021, the Company expects to contribute $1,617 to the plan. As of June 30, 2021, and December 31, 2020, the unfunded defined benefit plan obligation of $3,055 and $3,818, respectively, are included in other liabilities (non-current) in the condensed consolidated balance sheets.

The following table provides the components of net periodic benefit costs for the Company’s defined benefit plan, which is included in selling, general and administrative in the condensed consolidated statement of operations.

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2021

    

2020

2021

    

2020

Components of net periodic benefit expense:

Interest cost

$

85

$

101

$

168

$

206

Expected return on assets

(192)

(185)

(363)

(375)

Amortization of prior loss

185

117

367

237

Net periodic benefit cost

$

78

$

33

$

172

$

68

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NOTE 14.SHAREHOLDER’S EQUITY

On April 14, 2021, the Company completed a 1,000:1 reverse stock split. The reverse stock split reduces the authorized Class A Common Stock to 30,000 shares and Class B Common Stock to 3,000 shares. It did not affect the authorized Preferred Stock, which remains at 1,000 shares. The par value of all shares remains $0.01 per share. The impact of the reverse stock split has been retrospectively applied to the condensed consolidated balance sheets and the condensed consolidated statements of shareholder’s equity presented elsewhere herein, as well as within corresponding note disclosures as applicable. After the reverse stock split, there are 18,618.207 Class A shares issued and outstanding and 1,146.767 Class B shares issued and outstanding.

NOTE 15.COMMITMENTS AND CONTINGENCIES

Litigation

On April 5, 2021, the Company received a copy of a letter, dated April 2, 2021 (the “Letter”), from an attorney representing a former Envigo employee (“the former employee”), addressed to the State of California Labor and Workforce Development Agency (“LWDA”). The letter notified the LWDA that the former employee was considering bringing a claim against Envigo under California’s Private Attorney General Act of 2004 (“PAGA”). 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 (Labor Code”). At this juncture, these appear to be “boilerplate” allegations commonly asserted by the former employee’s counsel, as opposed to being premised on a particular set of facts. The former employee purports to seek penalties on behalf of “all current and former hourly-paid or non- exempt employees who worked for the company within the State of California.” An employee must wait 65 days after filing their initial notice with the LWDA before they can bring a civil action – during which time the LWDA can inform the parties it intends to investigate. The 65-day period in this matter expired on or around June 7, 2021 without further action by the LWDA. No further civil action has been taken by the former employee’s counsel.

While no civil action case has been filed to date, the Company has engaged counsel to complete a preliminary review of the purported claims and the merits of the claims. While this review identified areas of potential exposure, the Company intends to vigorously defend its labor practices and to defend against the claims made. At this time, primarily due to the filing status of the claims, it is not feasible to predict an outcome of this matter or reasonably estimate a range of loss, should a loss occur.

The Company is party to certain 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. No form of proceedings has been brought, instigated or is known to be contemplated against the Company by any government agency.

Other Matters

During the six months ended June 30, 2021, the Company experienced two spear phishing incidents. The Company has taken certain remedial and preventative actions in response to these incidents. Losses associated with this incident have been immaterial to date, and preliminary indications are that losses should remain immaterial. The Company is continuing to evaluate these matters.

NOTE 16.OTHER OPERATING EXPENSE

Other operating expense consists of the following:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2021

    

2020

2021

    

2020

Integration expenses

$

11

$

655

$

53

$

2,120

ERP system upgrade

848

$

848

$

COVID-19 expenses

84

68

197

68

Restructuring expenses

446

392

971

728

$

1,389

$

1,115

$

2,069

$

2,916

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Integration expenses represent costs incurred to integrate EGSI into the Envigo systems and processes. The ERP system upgrade expenses represent IT service contracts and licenses and external labor and consulting fees incurred as part of the Company’s ERP system upgrade, which is expected to be completed during the fourth quarter of 2021. COVID-19 expenses represent expenses incurred related to the Company’s response to the coronavirus pandemic. Restructuring expenses include costs associated with reorganizing Envigo post the LabCorp Transaction, costs associated with the Bresso and Haslett and Boyertown restructurings discussed in Note 4, and costs associated with the transition of transportation services to Vanguard as discussed in Note 5.

NOTE 17.GEOGRAPHICAL INFORMATION

Revenues by country, excluding discontinued operations were as follows:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2021

    

2020

2021

    

2020

United States

$

49,629

$

42,063

$

100,010

$

86,614

Netherlands

10,201

5,041

19,101

11,263

United Kingdom

4,167

2,092

7,666

5,591

Israel

2,114

1,554

3,798

3,267

Spain

1,451

855

2,958

2,170

Canada

1,304

706

2,319

1,932

France

991

967

1,950

1,780

Italy

890

525

1,825

1,376

Germany

669

646

1,468

1,316

$

71,416

$

54,449

$

141,095

$

115,309

Net long-lived assets by country, excluding deferred taxes and discontinued operations were as follows:

    

June 30, 2021

    

December 31, 2020

United States

$

96,086

$

93,736

United Kingdom

3,503

3,439

Netherlands

2,156

2,152

Israel

Spain

1,382

1,427

France

339

391

Italy

144

207

All Other

10

11

$

103,620

$

101,363

NOTE 18.ACCUMULATED OTHER COMPREHENSIVE LOSS

    

Pension

    

Cumulative
 translation
adjustment

    

Total

As of December 31, 2020

(6,956)

(1,186)

(8,142)

Amortization of actuarial loss

367

367

Cumulative translation adjustment

(96)

(939)

(1,035)

As of June 30, 2021

$

(6,685)

$

(2,125)

$

(8,810)

NOTE 19.STOCK-BASED COMPENSATION

On June 3, 2019, the Company’s shareholders approved the Envigo RMS Holding Corp. Equity Incentive Plan (the “Plan”). Awards may be granted to employees, directors and non-employees under the Plan in the form of a stock option (incentive and non- qualified), stock appreciation right, restricted stock award, restricted stock unit or stock award as defined in the Plan. The total number of shares of our common stock that may be issued pursuant to awards under the plan is 2,500 and the total number of shares of common stock available for issuance as incentive stock awards is 500. Each

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share underlying stock options granted and not forfeited or terminated, reduces the number of shares available for future awards by one share.

No stock appreciation rights, restricted stock awards, restricted stock units or stock award have been granted as of June 30, 2021.

On March 20, 2020 (“Grant Date”), the Envigo RMS Holding Corp. Board of Directors approved the grant of non-qualified stock options (“NQSOs”) under the Plan totaling 1,974,731 (adjusted to 1,974.731 shares as a result of the 1,000 for 1 reverse split enacted April 14, 2021. See Note 14.) to its senior management team. The service date for the NQSOs was also determined to be March 20, 2020 and the NQSOs vest at a cliff date of June 3, 2024. The NQSOs have an initial term of 10 years.

The fair value of NQSOs granted during 2020 was estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate

    

0.77

%

Expected lives (in years)

6.7

Volatility

49

%

Dividend yield

None

The risk-free interest rate is based upon the U.S. Treasury Daily Treasury Yield Curve as of the Grant Date weighting the five and seven year maturity rates to determine the rate for a 6.7 year maturity. For the expected term, due to the lack of option exercise history, the Company has elected to use the "simplified method" allowed under SAB Topic 14. Under the simplified method, the expected term is the midpoint between the requisite remaining service term of the options (4.2 years) and the contractual term (9.2 years) of the options. The volatility assumption is based upon the median volatility of comparable companies within the same industry over a 6.7 year period re-levered to reflect the Company’s financial leverage. The Company does not have a history of paying dividends.

During the three months ended June 30, 2021 and June 30, 2020, the Company recorded stock-based compensation expense of $143 and $159, respectively, related to these NQSOs. During the six months ended June 30, 2021 and June 30, 2020, the Company recorded stock-based compensation expense of $286 and $159, respectively, related to these NQSOs. The expense is included in selling, general and administrative expense in the consolidated statement of operations. At June 30, 2021, total compensation related to unvested options was $1,655 and is expected to be recognized over 2.9 years. Due to the reverse stock split discussed in Note 14, the options issued under the plan have been reduced to 1,974.731 with the option price increased to $5,720 and the weighted average grant date fair value increased to $1,208.

A summary of the stock option plan at December 31, 2020, and of changes during the six months ended June 30, 2021 are as follows:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Aggregated

Contractual

Intrinsic

   

# of Shares

    

Price

   

Exercise Price

    

Term

     

Value

Outstanding at December 31, 2020

1,974.731

$

5,720

$

11,295,461

Granted

$

Forfeited

$

Exercised

$

Expired

$

Outstanding at June 30, 2021

1,974.731

$

5,720

$

11,295,461

7.9 years

$

0

Exercisable at June 30, 2021

$

$

$

0

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The following table provides additional information relating outstanding NQSOs as of June 30, 2021:

Shares subject to stock options granted

    

1,974.731

Weighted average grant date fair value

$

1,208

Shares subject to stock options exercised

Intrinsic value of stock options exercised

$

Proceeds received from stock options exercised

$

Tax benefits realized from stock options exercised

$

NOTE 20.SUBSEQUENT EVENTS

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued.

On August 3, 2021, the Company executed a multi-year boarding agreement for the care and maintenance of the colony of Indian Origin Rhesus that was sold in 2020.

In a letter dated August 18, 2021, the Company was notified by the lender of its EGSI PPP Loan that the loan of $2,924 had been forgiven by the SBA. The Company will recognize a gain of $2,924 million during the three months ended September 30, 2021.

On August 26, 2021, the Company was served notice of the formal filing of the PAGA claim discussed in Note 15 above. The Company intends to vigorously defend its labor practices and to defend against the claims made. At this time, it is not feasible to predict the outcome of this matter or reasonably estimate a loss or range of loss, should a loss occur.

In a letter dated September 10, 2021, the Company was notified by the lender of its Envigo RMS PPP Loan that the loan of $8,102 had been forgiven by the SBA. The company will recognize a gain of $8,102 million during the three months ended September 30, 2021.

On September 14, 2021, the Parent and the Holder executed a fourth amendment to the Seller Note whereby the principal balance of the Seller Note will be reduced by $503 for an indemnification claim under the LabCorp transition agreement.

The Company completed an evaluation of the impact of any subsequent events through September 21, 2021, the date at which the condensed consolidated financial statements were available to be issued.

29



Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The unaudited pro forma combined statement of operations for the fiscal year ended September 30, 2020 and for the nine months ended June 30, 2021, combines the historical consolidated statements of operations of Inotiv, Inc. (“Inotiv”) and Envigo RMS Holding Corp. and Subsidiaries (“Envigo”), giving effect to the proposed transactions and the financing of the proposed transactions as if they each had occurred on October 1, 2019. The unaudited pro forma combined statement of operations also includes the historical consolidated statement of operations of HistoTox Labs, Inc. (HistoTox Labs) and Bolder BioPATH, Inc. (Bolder BioPATH), giving effect to the acquisitions of HistoTox Labs and Bolder BioPATH which occurred April 30, 2021 and May 3, 2021, respectively, and the financing of the acquisitions as if they each had occurred on October 1, 2019.

The unaudited pro forma combined balance sheet as of June 30, 2021, combines the historical consolidated balance sheets of Inotiv and Envigo, giving effect to the proposed transactions financing and the proposed transactions, as if they each had occurred on June 30, 2021.

The historical consolidated financial information has been adjusted in the unaudited pro forma combined financial statements in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma combined financial statements. In addition, the unaudited pro forma combined financial information was derived from and should be read in conjunction with the following historical consolidated financial statements, which are incorporated by reference herein:

Historical unaudited interim financial statements of Inotiv as of June 30, 2021 and for the nine months ended June 30, 2021 included in Inotiv’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021;
Historical unaudited interim financial statements of Envigo as of June 30, 2021 and for the six months ended June 30, 2021;
Historical unaudited interim financial statements of HistoTox Labs for the three months ended March 31, 2021;
Historical unaudited interim financial statements of Bolder BioPATH for the three months ended March 31, 2021;
Historical audited financial statements of Inotiv as of and for the fiscal year ended September 30, 2020 included in Inotiv’s Annual Report on Form 10-K for the year ended September 30, 2020;
Historical audited financial statements of Envigo as of and for the year ended December 31, 2020;
Historical audited financial statements of HistoTox Labs as of and for the year ended December 31, 2020; and
Historical audited financial statements of Bolder BioPATH as of and for the year ended December 31, 2020.

Inotiv has a September 30 fiscal year end, which differs from Envigo’s December 31 year end. The unaudited pro forma combined statements of operations include unaudited consolidated statement of operations for the year ended December 31, 2020 and the pro forma unaudited nine months ended June 30, 2021. Envigo’s results for the unaudited nine months ended June 30, 2021 were derived by subtracting the results for the nine months ended September 30, 2020 from the statement of operations for the year ended December 31, 2020 and adding the unaudited results of the six months ended June 30, 2021.

Inotiv’s historical unaudited interim financial statements as of and for the nine months ended June 30, 2021 include the results of the HistoTox Labs and Bolder BioPATH businesses since the date of acquisition, April 30, 2021 through June 30, 2021 and May 3, 2021 through June 30, 2021, respectively. The unaudited pro forma combined statement of operations for the fiscal year ended September 30, 2020 and for the nine months ended June 30, 2021 also include the HistoTox Labs and Bolder BioPATH businesses, to illustrate the estimated effects of the acquisitions as if it had occurred on October 1, 2019. The HistoTox Labs and Bolder BioPATH businesses’ results included in the unaudited pro forma combined statement of operations for the year ended September 30, 2020 were derived from the historical financial statements of HistoTox Labs and Bolder BioPATH for the year ended December 31, 2020. The HistoTox Labs

1


and Bolder BioPATH business results included in the unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 were derived from period from October 1, 2019 to the acquisition date were derived by subtracting the results for the nine months ended September 30, 2020 from the results for the year ended December 31, 2020 and adding the three month period ended March 31, 2021 and the one month period ended April 30, 2021.

The unaudited pro forma combined financial information has been prepared by Inotiv using the acquisition method of accounting in accordance with GAAP. The acquisition accounting for the transactions is dependent upon certain valuation and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The consummation of the proposed transactions remains subject to the satisfaction of customary conditions, and there can be no assurance that the proposed transactions will occur on or before a certain time, on the terms described herein, or at all. The proposed transactions or any other financing transaction are not conditioned upon each other.

Until the proposed transactions are completed, Inotiv will not have complete access to all relevant information. The assets and liabilities of Envigo have been measured based on various preliminary estimates using assumptions that Inotiv believes are reasonable based on information that is currently available. Additionally, since Inotiv has not yet determined the tax effects of differences between the financial statements and tax bases of assets and liabilities, no pro forma adjustments were made to the deferred tax assets and liabilities. Differences between preliminary estimates and the final acquisition accounting may occur, and those differences could have a material impact on the accompanying unaudited pro forma combined financial statements and the future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the SEC.

The unaudited pro forma adjustments are based upon available information and certain assumptions that Inotiv management believes are reasonable. The unaudited pro forma combined financial information has been presented for informational purposes only and is based on assumptions and estimates considered appropriate by Inotiv management; however, it is not necessarily indicative of Inotiv’s financial position or results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or of the future consolidated results of operations or of the financial position of the combined company.

2


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2021

(in thousands)

    

Inotiv
(Note 2)

    

Envigo
(Note 7)

    

Pro Forma
Adjustments

    

Note

    

Pro Forma

 

Assets

Current assets:

Cash and cash equivalents

$

24,660

$

69,677

$

(53,677)

(A)

$

40,660

Account receivable

19,959

31,715

(109)

(B)

51,565

Inventories, net

977

27,758

7,242

(C)

35,977

Prepaid and other current assets

2,466

20,565

23,031

Total current assets

48,062

149,715

(46,544)

151,233

Property and equipment, net

44,678

75,153

119,831

Goodwill

45,750

185,998

(C)

231,748

Other intangible assets, net

24,336

21,087

162,913

(C)

208,336

Other non-current assets

9,047

7,380

6,117

(K)

22,544

Total assets

$

171,873

$

253,335

$

308,484

$

733,692

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable

$

4,724

$

22,334

$

(109)

(B)

$

26,949

Accrued expenses

4,741

14,022

18,763

Customer advances

19,969

9,240

29,209

Current portion of long-term debt

15,712

79,892

(78,242)

(D)

17,362

Other current liabilities

1,916

2,273

4,189

Total current liabilities

47,062

127,761

(78,351)

96,472

Long-term debt, less current portion, net

28,700

54,758

171,356

(D)

254,814

Deferred tax liabilities, net

294

539

833

Other long-term liabilities

6,923

6,403

6,117

(K)

19,443

Total liabilities

82,979

189,461

99,122

371,562

Shareholders’ equity:

Preferred shares, no par value

Common shares, no par value

3,928

3,928

Additional paid-in capital

110,230

123,488

161,512

(F)

395,230

Accumulated other comprehensive loss

(8,810)

8,810

(E)

Non-controlling interest in subsidiaries

(858)

858

(E)

Accumulated deficit

(25,264)

(49,946)

38,182

(F)

(37,028)

Total shareholders’ equity

88,894

63,874

209,362

362,130

Total liabilities and shareholders’ equity

$

171,873

$

253,335

$

308,484

$

733,692

3


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2020
(in thousands, except per-share data)

    

Inotiv
(Note 2)

    

Envigo
(Note 7)

    

Pro Forma
Adjustments

    

Note

    

Pro Forma

 

Net revenue

$

81,739

$

246,369

$

(177)

(B)

$

327,931

Cost of revenue

54,636

192,660

7,065

(G)

254,361

Gross profit

27,103

53,709

(7,242)

73,570

Operating expenses:

Selling, general and administrative

29,349

43,159

23,632

(H)

96,140

Start up costs

333

333

Impairment loss

49,506

49,506

Gain on sale of animal colony

(12,386)

(12,386)

Other operating expense, net

950

5,440

6,390

Operating loss

(3,529)

(32,010)

(30,874)

(66,413)

Interest expense

(2,138)

(9,378)

(7,140)

(D)

(18,656)

Other (expense) income

26

(858)

(832)

Loss from continuing operations before income taxes

(5,641)

(42,246)

(38,014)

(85,901)

Income tax expense (benefit)

(1,109)

11,262

(7,983)

(I)

2,170

Loss from continuing operations

$

(4,532)

$

(53,508)

$

(30,031)

$

(88,071)

Basic net loss per share

$

(0.42)

$

(4.56)

Diluted net loss per share

$

(0.42)

$

(4.56)

Weighted common shares outstanding:

Basic

10,851

(J)

19,318

Diluted

10,851

(J)

19,318

4


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2021

(in thousands, except per-share data)

    

Inotiv
(Note 2)

    

Envigo
(Note 7)

    

Pro Forma
Adjustments

    

Note

    

Pro Forma

Net revenue

$

74,008

$

212,495

$

(577)

(B)

$

285,926

Cost of revenue

47,579

158,639

(577)

(G)

205,641

Gross profit

26,429

53,856

80,285

Operating expenses:

Selling, general and administrative

25,149

35,124

9,513

(H)

69,786

Startup costs

841

841

Gain on sale of animal colony

(12,386)

(12,386)

Other operating expense, net

290

3,155

3,445

Operating income (loss)

149

27,963

(9,513)

18,599

Interest expense

(1,532)

(6,198)

(5,871)

(D)

(13,601)

Other income

614

1,137

1,751

Income (loss) from continuing operations before income taxes

(769)

22,902

(15,384)

6,749

Income tax expense (benefit)

(128)

17,928

(3,231)

(I)

14,569

Income (loss) from continuing operations

$

(641)

$

4,974

$

(12,153)

$

(7,820)

Basic net loss per share

$

(0.05)

$

(0.38)

Diluted net loss per share

$

(0.05)

$

(0.38)

Weighted common shares outstanding:

Basic

12,274

(J)

20,741

Diluted

12,274

(J)

20,741

5


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Note 1 Basis of Prep

The unaudited pro forma combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (Transaction Accounting Adjustments) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (Managements Adjustments). Inotiv has elected not to present Managements Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma combined financial information. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary to assist in understanding the post-combination company upon consummation of the proposed transactions.

The unaudited pro forma condensed combined balance sheet has been prepared by combining Inotiv’s and Envigo’s balance sheets as of June 30, 2021 and applying the pro forma adjustments described below.

The unaudited pro forma condensed combined statements of operations for the year ended September 30, 2020 have been prepared by combining Inotiv’s statement of operations for the year ended September 30, 2020 and the statement of operations of HistoTox Labs, Bolder BioPATH and Envigo for each entity’s year ended December 31, 2020 and applying the pro forma adjustments described below.

The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Inotiv’s and Envigo’s unaudited results for the nine months ended June 30, 2021 (see note 7) and HistoTox Labs and Bolder BioPATH unaudited results for the period from October 1, 2020 to the date of the respective acquisition and applying the pro forma adjustments to each period described below.

The pro forma adjustments have been prepared as if the proposed transactions related to Envigo occurred on June 30, 2021 in the case of the unaudited pro forma combined balance sheet and on October 1, 2019 in the case of the unaudited pro forma combined statement of operations. The pro forma adjustments have been prepared as if the acquisition of the HistoTox Labs and Bolder BioPATH occurred on October 1, 2019 in the case of the unaudited pro forma combined statement of operations. The historical consolidated financial information has been adjusted in the unaudited pro forma combined financial statements in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the pro forma adjustments.

The accounting policies followed in preparing the unaudited pro forma combined financial statements are those used by Inotiv as set forth in the audited historical financial statements. The unaudited pro forma combined financial statements reflect any adjustments known at this time to conform Envigo’s historical financial information to Inotiv significant accounting policies based on Inotiv’s review of Envigo’s summary of significant accounting policies, as disclosed in the Envigo historical financial statements. Upon completion of the acquisition and a more comprehensive comparison and assessment, additional differences may be identified.

Inotiv management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the transactions, and that the pro forma adjustments in the unaudited pro forma combined financial statements give appropriate effect to the assumptions.

Note 2 Inotiv Financial Information

This represents the historical Inotiv financial information as adjusted to reflect the pro forma impact of the acquisition of HistoTox Labs and Bolder BioPATH. See Note 6 for further information.

6


Note 3 Envigo Financial Information

Envigo has a fiscal year end of December 31, which differs from Inotivs fiscal year end of September 30. The Envigo results of operations for the nine months ended June 30, 2021 have been derived by subtracting the unaudited results from the nine months ended September 30, 2020 from the results from the year ended December 31, 2020 and adding the unaudited results for the six months ended June 30, 2021.

In addition, the historical financial information of Envigo has been condensed to align with Inotiv’s with financial statement presentation. See Note 7 for further information.

Note 4 Purchase Price and Purchase Price Allocation

Under the terms of the proposed transaction, Envigo shareholders will receive $200 million in cash and 9,365,173 Inotiv shares in exchange for all outstanding shares and [vested options]. Inotiv expects to fund the cash portion of the transaction consideration with borrowings from a new term loan and the issuance of new convertible notes. Inotiv will not acquire any cash or outstanding borrowings of Envigo.

The total estimated purchase is calculated as follows (in thousands):

    

Amount

 

Cash

$

200,000

Share consideration

285,000

Total

$

485,000

The share consideration is calculated based on an assumed share price of $30.43 (based on 20 day weighted average leading up to market close on September 20, 2021). The value of the share will vary based on Inotiv’s share price at the date of acquisition. The total consideration is subject to a working capital adjustment and the cash component may be adjusted by up to $10 million, based on the total proceeds from the Convertible Notes issuance with a corresponding adjustment to share consideration.

The following reflects the preliminary purchase price allocation among assets acquired and liabilities assumed (in thousands):

Net assets of Envigo at June 30, 2021

    

$

63,874

 

Less: Cash not acquired

(69,677)

Less: Debt not acquired

134,650

Plus: ASC 842 adoption lease ROU asset (i)

6,327

Less: ASC 842 adoption lease liability (i)

(6,117)

Adjusted net assets at June 30, 2021

129,057

Increase inventory to estimated fair value (ii)

7,242

Increase identifiable intangible assets to estimated fair value (ii)

162,913

Estimated fair value of leases contracts (ii)

(210)

Preliminary fair value of net assets acquired

299,002

Preliminary allocation to goodwill (ii)

$

185,998


(i)Reflects the estimated right of use asset and associated liability to align the accounting policy of Envigo with Inotiv accounting policy.
(ii)The preliminary estimates are based on the data available to Inotiv and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired will have a corresponding impact on the amount of the goodwill. In addition, a change in the amount of property, plant, and equipment and other identifiable intangible assets will have a direct impact on the amount of amortization and depreciation recorded against income in future periods. The impact of any changes in the purchase price allocation may have a material impact on the amounts presented in this pro forma condensed combined financial information

7


and in future periods. The goodwill amount represents the total purchase less the preliminary fair value of net assets acquired.

Note 5 Pro forma adjustments

(A)

Reflects the impact on cash and cash equivalents as follows (in thousands):

First Lien Term Loan (D)

    

160,700

 

Convertible Notes (D)

110,000

Less: Consideration paid to Envigo (Note 4)

(200,000)

Less: Envigo cash not acquired (Note 4)

(69,677)

Less: Estimated transaction expenses (i)

(18,000)

Less: Repayment of historical debt (ii)

(36,700)

Pro forma adjustment

$

(53,677)


(i)The estimated transaction expenses include $7,100 thousand of debt issuance costs, which are recorded as an offset to debt on the pro forma combined balance sheet, and $10,900 thousand of other acquisition costs, which are expensed as incurred.
(ii)This includes the impact of the prepayment penalty associated with the repayment of historical debt.

(B)

Reflects the elimination of the impact of historical transactions between Inotiv and Envigo, which are treated as intercompany transactions in the pro forma financial statements.

(C)

Reflects the impact of the preliminary purchase price allocation as described in Note 4 including:

(i)Increase in inventory to fair value. The fair value adjustment increase in inventory is estimated to be expensed over a period of nine months, which is reflected as a pro forma adjustment in cost of sales.
(ii)The recognition of the fair value of intangible assets, offset by the historical intangible assets of Envigo. The estimated fair value of intangible assets is related to customer relationships and developed technology. The estimated weighted average useful life of the intangible assets is 12 years.
(iii)Reflects the reduction of right of use asset associated with Envigos lease contracts to estimated fair value. The right of use assets have an estimated useful life of six years.

(D)

Reflects the impact of the financing transactions (in thousands):

Interest Expense

    

Amount

    

Year Ended
September 30, 2020

    

Nine Months Ended
June 30, 2021

First Lien Term Loan (i)

$

160,700

$

12,053

$

9,039

 

Convertible notes (i)

110,000

3,300

2,475

Less: Envigo debt not acquired(ii)

(134,650)

(9,378)

(6,198)

Less: Repayment of Inotiv debt (i)

(36,400)

(1,131)

(920)

Less: Debt issuance costs (iii)

(7,100)

1,200

900

Plus: Discount on first lien term loan (i)

860

645

Plus: Inotiv historical debt issuance costs

564

(64)

(70)

Plus: Write-off of pre-payment penalty (iv)

300

Total

$

93,114

$

7,140

$

5,871

8



(i)Inotiv intends to issue Convertible Notes and enter in a new financing agreement in connection with the acquisition of Envigo. These borrowings will be used to fund the cash portion of the purchase price, to refinance a portion of Inotiv’s outstanding borrowings and to provide cash to Envigo.

The pro forma adjustment related to the First Lien Term Loan is based $165 million loan issued at 98% of the face value ($4.3 million), resulting in net proceeds of $160.7 million. The interest expense bears interest at LIBOR plus a margin and assumes a total interest rate of 7.5%. The discount will be accreted to the face value over the term of the loan (five years) with the accretion reflected as additional interest expense during period.

The pro forma adjustment related to the Convertible Notes is based on an assumed issuance of $110 million of Convertible Notes at an assumed interest rate of 3.0%. There is no recognition of the conversion feature reflected in the pro forma financial information as the value, if any, is linked to the value of the Convertible Notes. Based upon Inotiv’s preliminary conclusion, the Convertible Notes contain a cash conversion feature, which if bifurcated, would result in the recording of separate principal and derivative balances within long-term debt, less current portion, net. The principal amount would be accreted using the interest method to the face value of $110 million over the term of the Convertible Notes resulting in incremental interest expense to the pro forma statement of operations. Inotiv is in the process of performing our valuation of the bifurcated features, if applicable.

A 1/8% change in the interest on these borrowings would change the total pro forma interest expense by $338 thousand for the year ended September 30, 2020 and $254 thousand for the nine months ended June 30, 2021.

(ii)This represents the debt and unamortized debt issuance costs included on the Envigo balance sheet at June 30, 2021, which will not be acquired.
(iii)This represents the debt issuance costs associated with the Convertible Notes and the term loans of $7.1 million, offset by the write off of unamortized debt issuance costs associated with the repayment of outstanding Inotiv borrowings. The interest expense associated with the debt issuance costs is calculated based on assumed weight average life of 5.5 years, offset by the historical expense associated with the Inotiv debt issuance costs on historical debt repaid in connection with the transactions.
(iv)This represents the pre-payment penalty associated with the historical debt repaid by Inotiv in the connection with the transactions.

(E)

Represents the elimination of Envigo’s historical accumulated other comprehensive income and non-controlling interest.

(F)

Represents the impact of the transactions including the following (in thousands):

    

Additional Paid-in
Capital

    

Accumulated
Deficit

 

Eliminate Envigo

$

$

Additional paid-in capital

(123,488)

Accumulated Deficit

49,946

Share Consideration

285,000

Less: Estimated transaction costs

(10,900)

Less: Debt prepayment penalty (D)

(300)

Less: Write off of unamortized issuance costs (D)

(564)

Total

$

161,512

$

38,182

9


(G)

Represents the following impact of the transactions on cost of revenue (in thousands):

    

Year Ended
September 30, 2020

    

Nine Months Ended
June 30, 2021

 

Eliminate transactions with Envigo (B)

$

(177)

$

(577)

Impact of fair value adjustment to inventory (C)

7,242

Pro forma adjustment

$

7,065

$

(577)

(H)

Reflects the impact of the transactions of selling, general and administrative costs as follows (in thousands):

    

Year Ended
September 30, 2020

    

Nine Months Ended
June 30, 2021

 

Acquisition costs (i)

$

10,900

$

Amortization of intangible assets (ii)

12,784

9,552

Reduction of expense on right of use assets (iii)

(52)

(39)

Pro forma adjustment

$

23,632

$

9,513


(i)Represents the impact of the estimated acquisition costs that will be recorded in the profit and loss statement.
(ii)Represents the amortization of intangible assets. The proforma adjustment represents the estimated amortization expense, which is calculated based on assumed weighted average life of 12 years, offset by Envigo’s historical amortization expense.
(iii)Represents the impact of the reduced value of the right of use assets resulting from the adjustment of the asset to fair value.

(I)

The estimated tax impact is based on an assumed tax rate of 21%, which is Inotiv’s statutory rate. Any tax benefit reflected related to the pro forma adjustments may be subject to a valuation allowance. Inotiv does not currently have the information necessary to determine the complete tax position of the combined group.

(J)

Inotiv expects to issue 9,365,173 Inotiv shares in connection with the acquisition, of which 8,466,521 are expected to be issued at closing and the remaining 898,652 issuable to holders of vested Envigo stock options (that will be rolled over to Inotiv) at the time of exercise.

The basic and diluted weighted average number of shares outstanding reflects the issuance of 8,466,521 shares to Envigo shareholders, assuming such shares were issued on October 1, 2019. The diluted weighted average numbers of shares outstanding does not reflect the 898,652 shares related to the rollover stock options as this would have an anti-dilutive impact on earnings per share.

(K)

The other assets adjustment represents the recognition of right of use asset, reflecting the alignment of accounting policies, offset by the reduction of the asset to fair value and the other liabilities reflects the recognition of the associated liability (Note 4).

10


Note 6 Pro forma impact of the Bolder BioPATH and HistoTox Labs

The unaudited pro forma combined statement of operations includes the historical consolidated statement of operations of HistoTox Labs, Inc. (HistoTox Labs) and Bolder BioPATH, Inc. (Bolder BioPATH), giving effect to the acquisitions of HistoTox Labs and Bolder BioPATH which occurred April 30, 2021 and May 3, 2021, respectively, and the financing of the acquisitions as if they each had occurred on October 1, 2019.

INOTIV CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

(in thousands)

Inotiv

For Year-Ended December 31, 2020

 

    

Historical Year-Ended
September 30, 2020

    

Bolder BioPATH
Historical

    

HistoTox
Labs

    

Pro Forma
Adjustments

    

Total

Net revenue

$

60,469

$

12,932

$

9,116

$

(778)

$

81,739

Cost of revenue

41,899

7,855

5,217

(335)

54,636

Gross profit

18,570

5,077

3,899

(443)

27,103

Operating expenses:

Selling, general and administrative expenses

20,350

3,486

1,632

3,881

29,349

Start up costs

333

333

Other operating expense, net

950

950

Operating income (loss)

(3,063)

1,591

2,267

(4,324)

(3,529)

Interest expense

(1,490)

(96)

(44)

(508)

(2,138)

Other income

15

5

6

26

Income (loss) from continuing operations before income taxes

(4,538)

1,500

2,229

(4,832)

(5,641)

Income tax expense (benefit)

147

(1,256)

(1,109)

Income (loss) from continuing operations

$

(4,685)

$

1,500

$

2,229

$

(3,576)

$

(4,532)

11


INOTIV CONDENSED STATEMENT OF OPERATIONS

FOR THE 9 MONTHS ENDED JUNE 30, 2021

(in thousands)

Bolder BioPATH

HistoTox Labs

    

Inotiv
Nine
Months
Ended
June 30,
2021

    

Year
Ended
December 31,
2020

    

Less: Nine
Months
Ended
September 30,
2020

    

Plus:
January –
April 30,
2021

    

Year
Ended
December 31,
2020

    

Less: Nine
Months
Ended
September 30,
2020

    

Plus:
January –
April 30,
2021

    

Transaction
Accounting
Adjustments

    

Total

Net revenue

$

59,529

$

12,932

$

(8,899)

$

5,301

$

9,116

$

(6,705)

$

3,244

$

(510)

$

74,008

 

Cost of revenue

39,681

7,855

(5,571)

2,606

5,217

(3,341)

1,310

(178)

47,579

Gross profit

19,848

5,077

(3,328)

2,695

3,899

(3,364)

1,934

(332)

26,429

Operating expenses:

Selling, general and administrative expenses

20,927

3,486

(2,651)

1,275

1,632

(1,404)

1,406

478

25,149

Startup costs

841

841

Other operating expense, net

290

290

Operating income (loss)

(2,210)

1,591

(677)

1,420

2,267

(1,960)

528

(810)

149

Interest expense

(1,163)

(96)

47

(44)

34

(8)

(302)

(1,532)

Other income

180

5

(10)

75

6

358

614

Income (loss) from continuing operations before income taxes

(3,193)

1,500

(640)

1,495

2,229

(1,926)

878

(1,112)

(769)

Income tax expense (benefit)

161

(289)

(128)

Income (loss) from continuing operations

$

(3,354)

$

1,500

$

(640)

$

1,495

$

2,229

$

(1,926)

$

878

$

(823)

$

(641)

The historical financial information for Inotiv has been condensed for the pro forma financial statements and the historical information for HistoTox Labs and Bolder BioPATH have been condensed to conform to the Inotiv presentation and aligned to Inotiv accounting policies.

The following pro forma adjustments have been made to reflect the impact of the acquisition of HistoTox Labs and Bolder BioPATH and the associated financing transactions:

Elimination of sales and costs of sales related to transactions between HistoTox Labs and Bolder BioPATH
Recognition of incremental depreciations expense, reflected in cost of sales, related to the increase in fair value of the property and equipment based on the estimated fair value of the property and equipment and amortization expense, reflected in selling general and administrative expenses, related to the estimated fair value of the acquired intangible assets. Depreciation expense for the step up in fair value of the property, plant and equipment and amortization of intangible assets are recognized on a straight-line basis over weighted average useful lives of approximately 6 years and 8 years, respectively.
Record transaction expense of $1,128 during the year ended September 30, 2020, which is reflected in selling general and administrative expenses.
Reflect amortization expense related the acquired intangible assets, which have an estimated fair value of $21,000 and an estimated useful life of 8 years.
Recognition of the incremental interest expense and amortization of deferred financing costs associated with the financing of the acquisitions partially offset by the removal of previously recorded interest expense for debt that was not acquired.

The unaudited pro forma financial information be read in conjunction with the Form 8-K/A filed on September 21, 2021.

12


Note 7 Reconciliation of Historical Envigo Financial Information

The following is a reconciliation of the Envigos historical financial statements to Inotivs financial reporting presentation.

UNAUDITED ENVIGO CONDENSED BALANCE SHEET

AS OF JUNE 30, 2021

(Dollars in thousands)

    

Historical

    

Classification
Alignment [1]

    

Total

 

Assets

Current assets:

Cash and cash equivalents

$

69,677

$

$

69,677

Account receivable

30,555

1,160

31,715

Unbilled receivables

1,160

(1,160)

Inventories, net

27,758

27,758

Prepaid expenses and other current assets

14,736

5,829

20,565

Assets held for sale

4,674

(4,674)

Current assets of discontinued operations

1,155

(1,155)

Total current assets

149,715

149,715

Property and equipment, net

75,153

75,153

Intangible assets, net

21,087

21,087

Other assets

7,380

7,380

Total assets

$

253,335

$

$

253,335

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

22,334

$

$

22,334

Accrued payroll and other benefits

8,848

(8,848)

Accrued expenses and other liabilities

5,174

8,848

14,022

Fees invoiced in advance

9,240

9,240

Current portion of long-term debt

79,892

79,892

Liabilities held for sale

1,199

(1,199)

Current liabilities of discontinued operations

1,074

(1,074)

Other current liabilities

2,273

2,273

Total current liabilities

127,761

127,761

Long-term debt, net

47,936

6,822

54,758

Related party debt, net

6,822

(6,822)

Other liabilities

6,403

6,403

Long-term deferred tax liabilities, net

539

539

Total liabilities

189,461

189,461

Stockholders’ equity

Paid-in capital

123,488

123,488

Retained deficit

(49,946)

(49,946)

Accumulated other comprehensive loss

(8,810)

(8,810)

Total company stockholders’ equity

64,732

64,732

Non-controlling interests in subsidiaries

(858)

(858)

Total stockholders’ equity

63,874

63,874

Total liabilities and stockholders’ equity

$

253,335

$

$

253,335


[1]   Represent reclassification entries necessary to condense the Envigo financial statement presentation to align with the condensed Inotiv financial statement presentation included in the unaudited pro forma condensed consolidated financial statements

13


UNAUDITED ENVIGO CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED December 31, 2020

(Dollars in thousands)

    

Historical

    

Classification
Alignment [1]

    

Total

 

Net revenue

$

246,369

$

$

246,369

Cost of sales

192,660

192,660

Gross profit

53,709

Operating costs

Cost of sales

192,360

(192,360)

Selling, general and administrative expenses

40,610

2,549

43,159

Amortization of intangible expenses

2,549

(2,549)

Loss on impairment of goodwill, and intangible assets

49,806

(300)

49,506

Gain on sale of animal colony

(12,386)

(12,386)

Other operating expense

5,440

5,440

Operating loss

(32,010)

(32,010)

Interest expense, net

(9,331)

(47)

(9,378)

Interest expense, net – related parties

(47)

47

Gain on forgiveness of debt

633

(633)

Foreign exchange gains (loses)

(1,574)

1,574

Other (income) expense

83

(941)

(858)

Loss from continuing operations, before income taxes

(42,246)

(42,246)

Income tax expense

11,262

11,262

Loss from continuing operations

$

(53,508)

$

$

(53,508)


[1]  Represent reclassification entries necessary to condense the Envigo financial statement presentation to align with the condensed Inotiv financial statement presentation included in the unaudited pro forma condensed consolidated financial statements.

14


UNAUDITED ENVIGO CONDENSED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Dollars in thousands)

    

Year Ended
December 31, 2020

    

Less:
Nine Months Ended
September 30, 2020

    

Plus:
Six Months Ended
June 30, 2021

    

Classification
Alignment [1]

    

Total

 

Net revenue

$

246,369

$

(174,969)

$

141,095

$

$

212,495

Cost of sales

158,639

158,639

Gross profit

53,856

Operating costs

Cost of sales

192,360

(139,772)

105,751

(158,339)

Selling, general and administrative expenses

40,610

(30,271)

22,837

1,948

35,124

Amortization of intangible expenses

2,549

(1,901)

1,300

(1,948)

Loss on impairment of goodwill, and intangible assets

49,806

(49,506)

(300)

Gain on sale of animal colony

(12,386)

(12,386)

Other operating expense

5,440

(4,354)

2,069

3,155

Operating Income (loss)

(32,010)

50,835

9,138

27,963

Interest expense, net

(9,331)

7,253

(3,633)

(487)

(6,198)

Interest expense, net – related parties

(47)

(440)

487

Gain on forgiveness of debt

633

346

(979)

Foreign exchange (loses) gains

(1,574)

1,526

519

(471)

Other income

83

(416)

20

1,450

1,137

Income (loss) from continuing operations, before income taxes

(42,246)

59,198

5,950

22,902

Income tax expense

11,262

5,165

1,501

17,928

Income (loss) from continuing operations

$

(53,508)

$

54,033

$

4,449

$

$

4,974


[1]   Represent reclassification entries necessary to condense the Envigo financial statement presentation to align with the condensed Inotiv financial statement presentation included in the unaudited pro forma condensed consolidated financial statements.

15



Exhibit 99.5

Risks Related to the COVID-19 Pandemic

Our business, results of operations, financial condition, cash flows and stock price have and may continue to be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of COVID-19.

Our business, results of operations, financial condition, cash flows and stock price have and may continue to be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent international outbreak of COVID-19. In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

Among other impacts to date, we believe the outbreak has and may continue to negatively impact demand for our products, including Culex, in-vivo sampling systems. We have also had clients delay or postpone some large service segment programs. We estimate that the impact on revenue in fiscal 2020 from program delays and postponements was approximately $2.0 million. The measures we have and may continue to take in response to the outbreak may also impact our business. In response to the outbreak we applied for and were granted a Paycheck Protection Program loan (the “PPP Loan”) in the aggregate amount of $5,051,282.  On July 16, 2021, $4,850,665 of our PPP Loan was forgiven. The portion of the PPP Loan that was not forgiven, and any further borrowings, may result in increased leverage and interest expense. In addition, the pandemic has prompted the adoption of additional safety protocols, periods of remote operation for certain of our employees and other adjustments to our business practices.

The outbreak of COVID-19 and preventive or protective actions taken by governmental authorities may continue to have a material adverse effect on our and our customers’ and suppliers’ respective operations, including with respect to the potential for business shutdowns or disruptions. The extent to which COVID-19 may continue to adversely impact our business depends on future developments, which are highly uncertain and unpredictable, depending upon the severity and duration of the outbreak and the effectiveness of actions taken globally to contain or mitigate its effects. Future financial impact cannot be estimated reasonably at this time, but may materially adversely affect our business, results of operations, financial condition and cash flows. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression and demand for our products and services. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price and our ability to access capital markets including to refinance existing obligations. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of exacerbating many of the other risks described herein or other risks not presently known to us or that we currently deem immaterial.


Risks Related to the Industries We Serve

We depend on the pharmaceutical and biotechnology industries.

We believe that due to the significant investment in facilities and personnel required to support drug development, pharmaceutical and biotechnology companies look to outsource some or all of those services. By doing so, they can focus their resources on their core competency of drug discovery, while obtaining the outsourced services from a full-service provider like us. Our revenues depend greatly on the expenditures made by these pharmaceutical and biotechnology companies in research and development. In some instances, companies in these industries are reliant on their ability to raise capital in order to fund their research and development projects and to compensate us for services rendered. Accordingly, economic factors and industry trends that affect our clients in these industries also affect our business. If companies in these industries were to reduce the number or scope of research and development projects they conduct or outsource, our business could be materially adversely affected.

A reduction in research and development budgets at pharmaceutical and biotechnology companies may adversely affect our business.

Our clients include researchers at pharmaceutical and biotechnology companies. Our ability to continue to grow and win new business depends in large part upon the ability and willingness of the pharmaceutical and biotechnology industries to continue to spend on research and development and to purchase the products and outsource the services we provide. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products and services. Research and development budgets fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities and institutional budgetary policies, among other reasons. Our business could be adversely affected by any significant decrease in life sciences research and development expenditures by pharmaceutical and biotechnology companies. Economic factors, industry trends and global pandemics, such as COVID-19, that affect our clients in these industries also affect our business.

Risks Related to our Operations

We rely on a limited number of key clients, the importance of which may vary dramatically from year to year, and a loss of one or more of these key clients may adversely affect our operating results.

Five clients accounted for approximately 18% of our total sales for the nine months ended June 30, 2021, approximately 23.2% of our total sales in fiscal 2020 and approximately 22.6% of our total sales in fiscal 2019. The loss of a significant amount of business from one or more of our major clients would materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business. Significant clients or projects in any one period may not continue to be significant clients or projects in other periods. In any given year, there is a possibility that a single pharmaceutical company may account for a significant percentage of our total revenue or that our business may depend on one or more large projects. Since we do not have long-term contracts with most of our clients, the importance of a single client may vary


dramatically from year to year as projects end and new projects begin. To the extent that we are dependent on any single client, we are indirectly subject to risks related to that client, including if such risks impede the client’s ability to stay in business or otherwise to make timely payments to us.

We operate in a highly competitive industry.

The CRO services industry is highly competitive. We often compete for business not only with other CROs, but also with internal discovery and development departments within our client companies. The industry has historically been diverse with more than 1,000 CROs around the globe, ranging from small, regional niche laboratories up to global comprehensive service providers with tens of thousands of employees. As a result of competitive pressures, our industry experienced consolidation in recent years. This trend is likely to produce more competition among the larger companies for both clients and acquisition candidates. Offshore CROs have provided increasing competitive pressures, although we believe the pandemic has made Asian CROs a less attractive option for many western clients.

The majority of our clients’ contracts can be terminated upon short notice.

Most of our contracts for CRO services are terminable by the client upon 30 days’ notice. Clients terminate or delay their contracts for a variety of reasons, including but not limited to:

products being tested fail to satisfy safety requirements;
products having undesired clinical results;
the client deciding to forego a particular study;
inability to enroll enough patients in the study;
inability to recruit enough investigators;
production problems causing shortages of the drug; and
actions by regulatory authorities.

Although our contracts frequently entitle us to receive the costs of winding down the terminated projects, as well as all fees earned by us up to the time of termination, and some of our contracts entitle us to a termination fee, the loss, reduction in scope or delay of a large contract or the loss or delay of multiple contracts could materially adversely affect our business.

We may bear financial risk if we under-price our contracts or overrun cost estimates.

Since some of our contracts are structured as fixed price or fee-for-service, we bear the financial risk if we initially under-price our contracts or otherwise overrun our cost estimates. Significant under-pricing or cost overruns could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Providing CRO services creates a risk of liability.

We could be held liable for errors and omissions in connection with the services we perform. In certain circumstances, we seek to manage our liability risk through contractual provisions with clients requiring indemnification by the clients or coverage under the clients’ product liability


insurance policies. The financial performance of our client indemnifying parties is not secured. Therefore, we bear the risk that the indemnifying party may not have the financial ability, or may otherwise fail, to fulfill its indemnification obligations or that the liability could exceed the amount of applicable client insurance, if any. In the event that we are unable to reach indemnification or insurance coverage arrangements with our clients to appropriately cover our potential losses, our insurance coverage may not adequately cover such losses. Relevant insurance coverage may also not always be available to us on acceptable terms or at all.

Our business uses biological and hazardous materials, which could injure people or violate laws, resulting in liability that could adversely impact our financial condition and business.

Our activities involve the controlled use of potentially harmful biological materials, as well as hazardous materials, chemicals and various radioactive compounds. We cannot completely eliminate the risk of accidental contamination or injury from the use, storage, handling or disposal of these materials. In the event of contamination or injury, we could be held liable for damages that result, and any liability could exceed our insurance coverage and ability to pay. Any contamination or injury could also damage our reputation, which is critical to obtaining new business. In addition, we are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations is significant and if changes are made to impose additional requirements, these costs could increase and have an adverse impact on our financial condition and results of operations.

Our animal populations may suffer diseases that can damage our inventory, harm our reputation, result in decreased sales of our services or research products or result in other liability.

It is important that our animal populations be free of diseases, including infectious diseases. The presence of diseases can distort or compromise the quality of research results, can cause loss of animals in our inventory, can result in harm to humans or outside animal populations if the disease is not contained to animals in inventory, or can result in other losses. Such results could harm our reputation or have a material adverse effect on our financial condition, results of operations, and cash flows.

Our products business depends on our intellectual property.

Our products business depends, in part, on our ability to obtain patents in various jurisdictions on our current and future technologies and products, to defend our patents and protect our trade secrets and to operate without infringing on the proprietary rights of others. Our patents may be challenged by third parties and, if challenged, may not be held valid. In addition, technologies or products developed by us may be challenged by third parties owning relevant patent rights and, if challenged, could be found to infringe on those patent rights. The expense involved in patent litigation can be significant, even where challenges may lack merit. We also rely on unpatented proprietary technology, which subjects us to risk that others may independently develop or obtain similar products or technologies.


Risks Related to our Financial Activities

We have experienced periods of losses and financial insecurity.

Throughout our history, we have experienced periods of financial losses and financial hardship. Our current efforts may not result in profitability, or if our efforts result in profits, such profits may not continue for any meaningful period of time. In order to finance our acquisition of Seventh Wave Laboratories, LLC’s and Smithers Avanza’s and Preclinical Research Service’s businesses and the expansion of BAS Evansville’s facilities, we have significantly increased our leverage. Sustained losses may result in our inability to service our financial obligations as they come due, including the additional indebtedness we have incurred to support our growth initiatives, or to meaningfully invest in our business.

Our failure to comply with the terms of our existing credit agreement could result in an event of default that could materially adversely affect our business, financial condition and results of operations.

If there were an event of default under our existing credit agreement, First Internet Bank could cause all amounts outstanding under that agreement to be due and payable immediately or exercise other available remedies, which may have an adverse impact on our business, financial condition and results of operations. An event of default may occur should our assets or cash flow be insufficient to fully repay borrowings under our existing credit agreement, whether paid in the ordinary course or accelerated, or if we are unable to maintain compliance with relevant obligations thereunder, including financial and other covenants. Various risks and uncertainties, including those arising as a result of COVID-19, may impact our ability to comply with our obligations under the existing credit agreement. For example, based in part on the impact of COVID-19 on our operations and financial performance, First Internet Bank agreed to suspend or modify testing of the Fixed Charge Coverage Ratio and the Cash Flow Leverage Ratio covenants under the existing credit agreement for the June 30, 2020, September 30, 2020 and December 31, 2020 compliance periods. Absent these suspensions and modifications, we would not have been in compliance with the covenants for the June 30, 2020 and September 30, 2020 measurement periods and we expect that we would not have been in compliance with the covenants for the December 31, 2020 measurement period. The modification on August 13, 2020 also updated the definition of Total Funded Debt to at least temporarily exclude Paycheck Protection Program funding received by us in connection with the pandemic. Should the pandemic or other factors continue to negatively impact our business, those developments might cause us to fail to comply with the covenants under our existing credit agreement.

In connection with our acquisitions of the Seventh Wave Laboratories, LLC, Smithers Avanza Laboratories, and Preclinical Research Services businesses and the expansion of our facilities in Evansville, Indiana, we have significantly increased our level of indebtedness, as well as our ability to incur further indebtedness under relevant lines of credit. Our ability to service this indebtedness will depend, in part, on the success of our operations and our ability to generate sufficient cash flow therefrom.


Risks Related to Regulation

Changes in government regulation or in practices relating to the pharmaceutical industry could change the demand for the services we provide.

Governmental agencies throughout the world, but particularly in the United States, strictly regulate the drug development process. Our business involves helping pharmaceutical and biotechnology companies comply with the regulatory drug approval process. Changes in regulation, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we may have difficulty satisfying, or that make our services less competitive, could substantially change the demand for our services. Also, if governments increase efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, our clients may spend less, or slow the pace of increased spending, on research and development.

Any failure by us to comply with existing regulations could harm our reputation and operating results.

Any failure on our part to comply with existing regulations could result in the termination of ongoing research or the disqualification of data for submission to regulatory authorities. For example, if we were to fail to properly monitor compliance with study protocols, the data collected could be disqualified. Under such circumstances, we may be contractually required to repeat a study at no further cost to the client, but at substantial cost to us. That development would harm our reputation, our prospects for future work and our operating results. Furthermore, the issuance of a notice from the FDA based on a finding of a material violation by us of good clinical practice, good laboratory practice or good manufacturing practice requirements could materially and adversely affect our business and financial performance.

Privacy regulations could increase our costs or limit our services.

U.S. Department of Health and Human Services regulations under the Health Insurance Portability and Accountability Act of 1996 demand compliance with patient privacy and confidentiality requirements. In addition, some state governments are considering more stringent regulations. The General Data Protection Regulation (GDPR), which became effective in May 2018, imposes heightened obligations on businesses that control and manage the personal data of E.U. citizens. These and similar regulations might require us to increase our investment in security or limit the services we offer. We could be found liable if we fail to meet existing or proposed regulations on privacy and security of health information.

Risks Related to Research and Development

Our future success depends on our ability to keep pace with rapid technological changes that could make our services and products less competitive or obsolete.

The biotechnology, pharmaceutical and medical device industries generally, and contract research services more specifically, are subject to increasingly rapid technological changes. Our competitors or others might develop technologies, services or products that are more effective or commercially attractive than our current or future technologies, services or products, or that render


our technologies, services or products less competitive or obsolete. If competitors introduce superior technologies, services or products and we cannot make enhancements to our counterparts to remain competitive, our competitive position, and in turn our business, revenues and financial condition, would be materially and adversely affected. Many of our competitors have superior financial and human resources deployed toward research and development efforts. Our relatively constrained financial and human resources may limit our ability to effectively keep pace with relevant technological changes.

We may incur expenses on potential products that we never successfully develop or commercialize.

We have incurred and expect to continue to incur research and development and other expenses in connection with our Products business. We might never successfully develop or commercialize potential products to which we devote resources for numerous reasons, including:

inability to develop products that address our clients’ needs;
competitive products with superior performance;
patent conflicts or unenforceable intellectual property rights;
demand for the particular product; and
other factors that could make the product uneconomical.

Incurring expenses for a potential product that is not successfully developed and/or commercialized could have a material adverse effect on our business, financial condition, prospects and stock price.

Risks Related to Technology and Cybersecurity

We may be at risk of cyber-attacks or other security breaches that could compromise sensitive business information, undermine our ability to operate effectively and expose us to liability, which could cause our business and reputation to suffer.

Cyber-attacks or security breaches could compromise confidential client information, cause a disruption in our operations, harm our reputation and expose us to liability, which in turn could negatively impact our business and the value of our common shares. As a routine element of our business, we collect, analyze, and retain substantial amounts of data pertaining to the clinical and non-clinical studies we conduct for our clients. We also maintain other sensitive client information, information regarding intellectual property related to our Products segment and other business-critical information, including personally identifiable information of our employees. Our employees, some of whom have access to such information, have and will likely continue to receive “phishing” e-mails intended to trick recipients into surrendering their usernames and passwords. We cannot completely protect against the possibility that sensitive information may be accessed, publicly disclosed, lost or stolen, via phishing attempts or other circumstances.

Our success depends in part on the efficient and uninterrupted operation of our computer and communications systems. A cyber breach of our computer and communications systems could also impede several aspects of our business, as described below under the caption “Hardware or


software failures, delays in the operations of our computer and communications systems or the failure to implement system enhancements could harm our business.”

We utilize cybersecurity technologies, processes and practices which are designed to protect our networks, computers, programs and data from attack, damage or unauthorized access, but they may not be effective or work as designed. Our contracts with our clients typically contain provisions that require us to keep confidential the information generated from our studies. A cyber-attack could result in a breach of those provisions or other negative outcomes, including legal claims or proceedings, investigations, potential liabilities under laws that protect the privacy of personal information, delays and other impediments to our clients’ discovery and development efforts, ransomware demands and related delays, damage to our reputation and a negative impact on our financial results and the value of our common shares.

Hardware or software failures, delays in the operations of our computer and communications systems or the failure to implement system enhancements could harm our business.

We operate large and complex computer systems that contain significant amounts of client data. Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While we have disaster recovery plans in place for our operations, they might not adequately protect us. Despite any precautions we take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in delays in our ability to deliver our products and services to our clients. Additionally, significant delays in the planned delivery of system enhancements, improvements and inadequate performance of the systems once they are completed could harm our business. Finally, long-term disruptions in our computer and communications infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which we have offices, could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage might not be adequate to compensate us for all losses that may occur.


Risks Related to Share Ownership

Our share price could continue to be volatile and our trading volume may fluctuate substantially.

The market price of our common shares has historically been and might continue to be volatile. Many factors may have a significant impact on the future price of our common shares, including:

our failure to successfully implement our business objectives;
compliance with ongoing regulatory requirements;
market acceptance of our products;
technological innovations, new commercial products or drug discovery efforts and preclinical and clinical activities by us or our competitors;
changes in government regulations;
pandemics, epidemics or other public health emergencies, such as the recent international outbreak of COVID-19;
general economic conditions and other external factors;
actual or anticipated fluctuations in our quarterly financial and operating results;
ability to fund future growth;
the degree of trading liquidity in our common shares; and
our ability to meet the minimum standards required for remaining listed on the NASDAQ Capital Market.

Factors which may impact the price of our common shares include influences beyond our control, such as market conditions and changes in the pharmaceutical and biotechnology industries we serve. The stock market, and in particular the market for pharmaceutical and biotechnology company stocks, has experienced periods of significant price and volume fluctuations, including most recently as a result of the COVID-19 pandemic. Volatility and valuation decline have affected the market prices of securities issued by many companies, often for reasons unrelated to their operating performance, and might adversely affect the price of our common shares.

Anti-takeover provisions in our organizational documents and under Indiana law may discourage or prevent a change in control, even if a sale of us would benefit our shareholders, which could cause our stock price to decline and prevent attempts by shareholders to replace or remove our current management.

Our Second Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws contain provisions that may delay or prevent a change in control, discourage bids at a premium over the market price of our common shares, harm the market price of our common shares, and diminish the voting and other rights of the holders of our common shares. These provisions include:

dividing our board of directors into three classes serving staggered three-year terms;
authorizing our board of directors to issue preferred stock and additional common shares without shareholder approval;

requiring one or more written demands signed and dated by holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at a special meeting for shareholders to call a special meeting;
prohibiting our shareholders from amending our Second Amended and Restated Bylaws; and
requiring advance notice for nominating directors at shareholders’ meetings.

Our board of directors also has the ability to adopt a shareholder rights agreement, sometimes called a “poison pill,” providing for the issuance of a new series of preferred stock to holders of common shares. In the event of a takeover attempt, this preferred stock would give rights to holders of common shares (other than the potential acquirer) to buy additional common shares at a discount, leading to the dilution of the potential acquirer’s stake. The board’s ability to adopt a poison pill may discourage potential takeover offers, particularly by suitors the board may view as unfavorable transaction partners.

As an Indiana corporation, we are governed by the Indiana Business Corporation Law (as amended from time to time, the “IBCL”). Under specified circumstances, certain provisions of the IBCL related to control share acquisitions, business combinations, and constituent interests may delay, prevent, or make more difficult unsolicited acquisitions or changes of control. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish Company transactions that shareholders might deem to be in their best interest.

If we are unable to maintain listing of our securities on the NASDAQ Capital Market or another reputable stock exchange, it may be more difficult for our shareholders to sell their securities.

NASDAQ requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, NASDAQ should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our shareholders:

the liquidity of our common shares;
the market price of our common shares;
our ability to obtain financing for the continuation of our operations;
the number of institutional and general investors that will consider investing in our common shares;
the number of market makers in our common shares;
the availability of information concerning the trading prices and volume of our common shares; and
the number of broker-dealers willing to execute trades in shares of our common shares.

We have never paid cash dividends and currently do not intend to do so.

We have never declared or paid cash dividends on our common shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of


any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

Risks Related to our Merger and Acquisition Activities

We have and may further expand our business through acquisitions, which exposes us to various risks. Our recent acquisitions pose certain incremental risks to us.

We review acquisition candidates as part of our continuing business strategy. Recently, we acquired the Seventh Wave Laboratories, LLC, Smithers Avanza Toxicology Services LLC, Preclinical Research Services, Bolder BioPath, Inc., HistoTox Laboratories, Inc. and Gateway Pharmacology Labs, LLC businesses, which constitute a significant portion of our operations. Factors which may affect our ability to effectively pursue acquisition targets or to grow successfully through completed acquisitions, including our recent acquisitions, include:

our inability to obtain financing for the acquisition of targets;
difficulties and expenses in connection with integrating acquired companies and achieving expected benefits, including as related to the integration of departments, accounting and other systems, technologies, books and records and procedures;
diversion of management’s attention from daily operations to various integration activities;
the potential for disruption of prior operations and plans;
the risk that acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common shares to the shareholders of the acquired company, dilutive to the percentage ownership of our existing stockholders;
the possibility that we may be adversely affected by risks facing the acquired companies, including potential losses resulting from undiscovered liabilities of acquired companies not covered by the indemnification we may obtain from the sellers;
risks associated with the assimilation and retention of employees, including key employees;
the potential loss of, or adverse effects on, existing business relationships the acquired business has with suppliers and clients;
the potential need to address relevant internal control over financial reporting and disclosure control and procedures matters;
possible deficiencies in operational processes and procedures;
risks associated with carrying a relatively significant level of debt in a cyclical business; and
the ability of our management team to manage expanded operations to meet operational and financial expectations.

We may fail to realize anticipated strategic and financial benefits from recent acquisitions.

We may not realize all of the anticipated benefits of our recent acquisitions. These acquisitions may not further our business strategy as we expect, we may fail to realize the synergies and other benefits we expect from the acquisitions or we may otherwise not realize the expected return on our investments, any one of which outcomes could adversely affect our business or operating


results and potentially cause impairment to assets that were recorded as a part of the acquisitions, including intangible assets and goodwill.

Our due diligence of our recently acquired businesses may not have identified all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.

As part of our merger and acquisition due diligence, we utilize information provided by relevant sellers. As is true with any merger and acquisition transaction, we may not be aware of all liabilities of the acquired business at the time of acquisition. Potential incremental liabilities and additional risks and uncertainties related to our recently acquired businesses not known or fully appreciated by us could negatively impact our future business, financial condition and results of operations.

General Risk Factors

The loss of key personnel could adversely affect our business.

Our success depends to a significant extent upon the efforts of our senior management team and other key personnel. The loss of the services of such personnel could adversely affect our business. Also, because of the nature of our business, our success depends upon our ability to attract, train, manage and retain technologically qualified personnel. There is substantial competition for qualified personnel, and an inability to recruit or retain qualified personnel may impact our ability to grow our business and compete effectively in our industry.

We rely on third parties for important services.

We have historically depended on third parties to provide us with services critical to our business, including without limitation transportation services. The failure of third parties to adequately provide needed services or our determination to forgo non-critical services, could have a material adverse effect on our business.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, the accuracy and timeliness of our financial and other reporting may be adversely affected. As a result, our current and potential investors could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements and prevent fraud. Moreover, we must maintain effective disclosure controls and procedures in order to provide reasonable assurance that the information required to be reported in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We have in the past discovered, and may in the future discover, areas of our internal controls over financial reporting and disclosure controls and procedures that need improvement. We have devoted, and will continue to devote, significant resources to improve these controls and


procedures. However, despite our efforts, we may not be able to maintain effective internal controls over financial reporting and disclosure controls and procedures. If we are unable to maintain effective internal controls over financial reporting or disclosure controls and procedures or remediate any material weakness, it could result in a material misstatement of our consolidated financial statements that would require a restatement or other materially deficient disclosures, investor confidence in the accuracy and timeliness of our financial reports and other disclosures may be adversely impacted, and the market price of our common shares could be negatively impacted.

Like other SEC-reporting companies, our management must assess the effectiveness of our internal control over financial reporting as of the end of each of our fiscal years and report its assessment in our related annual report on Form 10-K. The registered public accounting firms of many public companies are required to provide an attestation of management’s assessment of the effectiveness of internal controls. However, while we continue to be a smaller reporting company, our outside auditors will not be required to provide such an assessment.  We will determine after the closing of the merger whether we will cease to be a smaller reporting company for purposes of our next annual report for the fiscal year ending September 30, 2021. If our management is unable to conclude that our internal controls are effective, or if, after we cease to be a smaller reporting company, our auditors are unable to agree with our management’s assessment that our internal controls are effective, investors may lose confidence in our financial disclosures, and our operating results and the trading price of our common stock could suffer.

Unfavorable general economic conditions may materially adversely affect our business.

While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce client demand for some of our products or services, which could cause our revenue to decline. Also, our clients, particularly smaller biotechnology companies which are especially reliant on the credit and capital markets, may not be able to obtain adequate access to credit or equity funding, which could affect their ability to timely pay us. Moreover, we rely on credit facilities to provide working capital to support our operations and regularly evaluate alternative financing sources. Changes in the commercial credit market or in the financial stability of our creditors may impact the ability of our creditors to provide additional financing. In addition, the financial condition of our credit facility providers, which is beyond our control, may adversely change. Any decrease in our access to borrowings under our credit facility or successor facilities (if any), tightening of lending standards and other changes to our sources of liquidity could adversely impact our ability to obtain the financing we need to continue operating our business in the current manner. For these reasons, among others, if economic conditions stagnate or decline, our operating results and financial condition could be adversely affected.

Risk Relating to the Envigo acquisition

There can be no assurances when or if the Envigo acquisition will be completed.

Although Inotiv expects to complete the Envigo acquisition by the end of the fourth quarter of the calendar year of 2021, there can be no assurances as to the exact timing of completion of the


Envigo acquisition or that the Envigo acquisition will be completed at all. The completion of the Envigo acquisition is subject to numerous conditions, including, among others:

the absence of any law, order or injunction prohibiting the Envigo acquisition;
the expiration or earlier termination of the waiting period under the HSR Act;
the accuracy of each party’s representations and warranties;
each party’s compliance with its covenants and agreements contained in the Envigo acquisition agreement; and
the requisite shareholder approvals of each of Inotiv and Envigo.

There can be no assurance that the conditions required to complete the Envigo acquisition, some of which are beyond the control of Inotiv and Envigo, will be satisfied or waived on the anticipated schedule, or at all.

Additionally, the Envigo acquisition agreement also provides for certain termination rights for both Inotiv and Envigo, including by either party if the Envigo acquisition is not consummated on or before March 31, 2022 (subject to extension to June 30, 2022 as provided in the Envigo acquisition agreement), by Inotiv or Envigo due to the shareholders of the other not approving any requisite proposal or by the non-breaching party due to a breach.

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Envigo acquisition.

The merger is subject to a number of conditions to closing as specified in the Envigo acquisition agreement. These closing conditions include, among others, obtaining the requisite shareholder approvals, approval for listing on the NASDAQ Capital Market of the common shares issuable in accordance with the Envigo acquisition agreement, the absence of governmental restraints or prohibitions preventing the consummation of the Envigo acquisition. The obligation of each of Inotiv and Envigo to consummate the Envigo acquisition is also conditioned on, among other things, (i) the accuracy of the representations and warranties as set forth by the other party in the Envigo acquisition agreement, (ii) the performance by the other party, in all material respects, of its obligations under the Envigo acquisition agreement required to be performed at or prior to the Effective Time and (iii) the delivery by the other party of a certificate of an authorized officer certifying that the required conditions have been satisfied. The required shareholder consents and approvals may not be obtained and the required conditions to closing may not be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the Envigo acquisition could cause Inotiv and Envigo not to realize, or to be delayed in realizing, some or all of the benefits that Inotiv and Envigo expect to achieve if the Envigo acquisition is successfully completed within its expected time frame. the Envigo acquisition.

The market price for common shares following the completion of the Envigo acquisition may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of common shares.

Inotiv’s businesses differ in some regards from those of Envigo and, accordingly, the results of operations of Inotiv following completion of the Envigo acquisition will be affected by some


factors that are different from those currently or historically affecting the results of operations of Inotiv. The results of operations of Inotiv following completion of the Envigo acquisition may also be affected by factors different from those that currently affect or have historically affected Inotiv. In addition, following completion of the Envigo acquisition, Inotiv may seek to raise additional equity financing through one or more underwritten offerings, private placements and/or rights offerings, or issue stock in connection with acquisitions, which may result in downward pressure on the share price of the common shares. For a discussion of the businesses of each of Inotiv and Envigo and some important factors to consider in connection with those businesses, please see the documents and information included elsewhere in, or incorporated by reference into, this offering memorandum.

Inotiv may be adversely affected by negative publicity related to the proposed Merger and in connection with other matters.

From time to time, political and public sentiment in connection with the proposed Merger and in connection with other matters could result in a significant amount of adverse press coverage and other adverse public statements affecting Inotiv. Adverse press coverage and other adverse statements, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or in legal claims. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceeding, can divert the time and effort of senior management from the management of Inotiv’s and Envigo’s respective businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for the assertions being made, can have a negative impact on the reputation of Inotiv and Envigo, on the morale and performance of their employees and on their relationships with their respective regulators. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Inotiv’s and Envigo’s respective businesses, financial condition, results of operations and cash flows.

The Merger is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the Envigo acquisition could have material and adverse effects on Inotiv.

Completion of the Envigo acquisition is subject to a number of conditions, including, among other things, obtaining the approval of the Share Issuance Proposal and the expiration of the applicable waiting period under the HSR Act. Such conditions, some of which are beyond Inotiv’s control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the Envigo acquisition uncertain. In addition, the Envigo acquisition agreement contains certain termination rights for both Inotiv and Envigo, which if exercised, will also result in the Envigo acquisition not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Envigo acquisition or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on Inotiv or Envigo following completion of the Envigo acquisition, any of which might have an adverse effect on Inotiv following completion of the Envigo acquisition.


If the Envigo acquisition is not completed, Inotiv’s ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Envigo acquisition, Inotiv will be subject to a number of risks, including the following:

Inotiv will be required to pay its costs relating to the Envigo acquisition, such as legal, accounting and financial advisory, whether or not the Envigo acquisition is completed;
time and resources committed by Inotiv’s management to matters relating to the Envigo acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and
the market price of the common shares could decline to the extent that the current market price reflects a market assumption that the Envigo acquisition will be completed.

In addition to the above risks, if the Envigo acquisition agreement is terminated and the Board seeks another acquisition, Inotiv’s shareholders cannot be certain that Inotiv will be able to find a party willing to enter into a transaction as attractive to Inotiv as Envigo. Also, if the Envigo acquisition Agreement is terminated under certain specified circumstances,

Inotiv may waive one or more of the closing conditions without re-soliciting shareholder approval.

Inotiv may determine to waive, in whole or part, one or more of the conditions to closing the Envigo acquisition prior to Inotiv being obligated to consummate the Envigo acquisition. Inotiv currently expects to evaluate the materiality of any waiver and its effect on Inotiv shareholders in light of the facts and circumstances at the time, to determine whether any amendment of the proxy statement or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the Envigo acquisition or to re-solicit shareholder approval or amending or supplementing the proxy statement as a result of a waiver will be made by Inotiv at the time of such waiver based on the facts and circumstances as they exist at that time.

Inotiv and Envigo will be subject to business uncertainties while the Envigo acquisition is pending, which could adversely affect Inotiv’s business.

In connection with the pendency of the Envigo acquisition, it is possible that certain persons with whom Inotiv or Envigo have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Inotiv or Envigo, as the case may be, as a result of the Envigo acquisition, which could negatively affect Inotiv’s or Envigo’s revenues, earnings and cash flows as well as the market price of the common shares, regardless of whether the Envigo acquisition is completed. Also, Inotiv’s and Envigo’s ability to attract, retain and motivate employees may be impaired until the Envigo acquisition is completed, and Inotiv’s ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the combined company following the Envigo acquisition.

Under the terms of the Envigo acquisition Agreement, Inotiv and Envigo are subject to certain restrictions on the conduct of business prior to the consummation of the Envigo acquisition, which may adversely affect Inotiv’s and Envigo’s ability to execute certain of Inotiv’s and Envigo’s business strategies, including the ability in certain cases to modify or enter into certain contracts,


acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures or settle claims. Such limitations could negatively affect Inotiv’s and Envigo’s businesses and operations prior to the completion of the Envigo acquisition.

Inotiv will incur significant transaction costs in connection with the Envigo acquisition.

Inotiv has incurred and is expected to continue to incur a number of non-recurring costs associated with the Envigo acquisition, combining the operations of Envigo with Inotiv’s and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Inotiv whether or not the Envigo acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. Inotiv will also incur costs related to formulating and implementing integration plans. Although Inotiv expects that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of the assets and operations of Envigo, should allow Inotiv to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all. Moreover, if the Envigo acquisition is not completed, Inotiv will have incurred substantial expenses for which no ultimate benefit will have been received. Inotiv has incurred out-of-pocket expenses in connection with the Envigo acquisition for investment banking, legal and accounting fees and financial printing and other costs and expenses, much of which will be incurred even if the Envigo acquisition is not completed.

Termination of the Envigo acquisition agreement or failure to otherwise complete the Envigo acquisition could negatively impact Inotiv’s business and financial results.

Termination of the Envigo acquisition agreement or any failure to otherwise complete the Envigo acquisition may result in various consequences, including:

Inotiv’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Envigo acquisition, without realizing any of the anticipated benefits of completing the Envigo acquisition;
in certain instances, payment by Inotiv of a termination fee or reimbursement of certain expenses to Envigo;
under certain circumstances, the Envigo acquisition Agreement requires that Inotiv advance, or pay to Envigo the amount of loss in respect of, certain hedge contracts entered into by Envigo subsequent to the execution of the Envigo acquisition Agreement; and
negative reactions from the financial markets and customers may occur if the anticipated benefits of the Envigo acquisition are not able to be realized. Such anticipated benefits may include, among others, operational efficiencies, cost savings, and synergies.

If the Envigo acquisition is not consummated, Inotiv cannot assure you that the risks described above will not negatively impact the business, financial results, and ability to repay its outstanding indebtedness.


Until the completion of the Envigo acquisition or the termination of the Envigo acquisition Agreement in accordance with its terms, Inotiv and Envigo are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Inotiv or Envigo and their respective shareholders.

From and after the date of the Envigo acquisition Agreement and prior to completion of the Envigo acquisition, the Envigo acquisition Agreement restricts Inotiv and Envigo from taking specified actions without the consent of the other party and generally requires that the business of each company and its respective subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice. These restrictions may prevent Inotiv or Envigo from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the Envigo acquisition, and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Envigo acquisition could be exacerbated by any delays in consummation of the Envigo acquisition or termination of the Envigo acquisition Agreement.

The announcement and pendency of the Envigo acquisition could have an adverse effect on Inotiv’s and/or Envigo’s business, financial condition, results of operations or business prospects.

The announcement and pendency of the Envigo acquisition could disrupt Inotiv’s and/or Envigo’s businesses in the following ways, among others:

Inotiv’s and/or Envigo’s employees may experience uncertainty regarding their future roles in the combined company, which might adversely affect Inotiv’s and/or Envigo’s ability to retain, recruit and motivate key personnel;
the attention of Inotiv’s and/or Envigo’s management may be directed toward the completion of the Envigo acquisitions and other transaction-related considerations and may be diverted from the day-to-day business operations of Inotiv and/or Envigo, as applicable, and matters related to the Envigo acquisitions may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Inotiv and/or Envigo, as applicable; and
customers, suppliers and other third parties with business relationships with Inotiv and/or Envigo may decide not to renew or may decide to seek to terminate, change and/or renegotiate their relationships with Inotiv and/or Envigo as a result of the Envigo acquisition, whether pursuant to the terms of their existing agreements with Inotiv and/or Envigo or otherwise.

Any of these matters could adversely affect the businesses of, or harm the financial condition, results of operations or business prospects of, Inotiv and/or Envigo.


Securities class action and derivative lawsuits may be brought against Inotiv in connection with the Envigo acquisition, which could result in substantial costs and may delay or prevent the Envigo acquisition from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements that could prevent or delay the completion of the Envigo acquisition and result in significant costs to Inotiv, including any costs associated with the indemnification of directors and officers. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Inotiv’s liquidity and financial condition.

Lawsuits that may be brought against Inotiv, Envigo or Inotiv’s or Envigo’s directors could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin Inotiv from consummating the Envigo acquisition. One of the conditions to the closing of the Envigo acquisition is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the Envigo acquisition. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Envigo acquisition, that injunction may delay or prevent the Envigo acquisition from being completed within the expected timeframe or at all, which may adversely affect Inotiv’s business, financial position and results of operation.

Completion of the Envigo acquisition may trigger change in control or other provisions in certain agreements to which Envigo is a party, which may have an adverse impact on the combined company’s business and results of operations.

The completion of the Envigo acquisition may trigger change in control and other provisions in certain agreements to which Envigo is a party. For those agreements for which Inotiv and Envigo are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Inotiv intends to repay Envigo’s outstanding indebtedness in full and also may determine to, or may be required to, take certain other actions with respect to such indebtedness or other business arrangements of Envigo. Inotiv could require a significant amount of funds to make these repurchases and repayments. The foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

Inotiv will account for the Envigo acquisition as an acquisition of a business in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Envigo and its subsidiaries will be recorded, as of completion, at their respective fair values and added to Inotiv’s. Inotiv’s reported financial condition and results of operations for periods after completion of the Envigo acquisition will reflect Envigo’s balances and results after completion of the Envigo


acquisition but will not be restated retroactively to reflect the historical financial position or results of operations of Envigo and its subsidiaries for periods prior to the Envigo acquisition.

Under the acquisition method of accounting, the total purchase price will be allocated to Envigo’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Envigo acquisition. The excess of the purchase price over those fair values, if any, will be recorded as goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined company may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

The unaudited pro forma condensed combined financial information and the pro forma reserves information in this offering memorandum is presented for illustrative purposes only and may not be reflective of Inotiv’s operating results, financial condition or reserves following completion of the Envigo acquisition.

The unaudited pro forma condensed combined financial information in this offering memorandum is presented for illustrative purposes only and is not necessarily indicative of what Inotiv’s actual financial position or results of operations would have been had the Envigo acquisition been completed on the dates indicated. Further, Inotiv’s actual results and financial position after the Envigo acquisition may differ materially and adversely from the pro forma information that is included in this offering memorandum.

The unaudited pro forma condensed combined financial information has been prepared with the assumption that Inotiv will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

Risks Factors Relating to Inotiv Following the Envigo acquisition

If the Envigo acquisition is consummated, Inotiv may be unable to successfully integrate Envigo’s business into its business or achieve the anticipated benefits of the Envigo acquisition.

The success of the Envigo acquisition will depend, in part, on Inotiv’s ability to realize the anticipated benefits and cost savings from combining Inotiv’s and Envigo’s businesses, and there can be no assurance that Inotiv will be able to successfully integrate or otherwise realize the anticipated benefits of the Envigo acquisition. Difficulties in integrating Inotiv and Envigo may result in the combined company performing differently than expected, in operational challenges, or in the failure to realize anticipated expense-related efficiencies. Potential difficulties that may be encountered in the integration process include, among others:

the inability to successfully integrate Envigo in a manner that permits the achievement of full revenue, expected cash flows and cost savings anticipated from the Envigo acquisition;
not realizing anticipated operating synergies;
integrating personnel from Envigo and the loss of key employees;

potential unknown liabilities and unforeseen expenses or delays associated with and following the completion of the Envigo acquisition;
integrating relationships with customers, vendors and business partners;
performance shortfalls as a result of the diversion of management’s attention caused by completing the Envigo acquisition and integrating Envigo’s operations; and
the disruption of, or the loss of momentum in, Inotiv’s ongoing business or inconsistencies in standards, controls, procedures and policies.

Inotiv’s ability to achieve the anticipated benefits of the Envigo acquisition will depend in part upon whether it can integrate Envigo’s business into Inotiv’s existing business in an efficient and effective manner. Inotiv may not be able to accomplish this integration process successfully.

Inotiv’s results may suffer if it does not effectively manage its expanded operations following the Envigo acquisition.

Following completion of the Envigo acquisition, the size of the Company’s business will increase significantly beyond its current size. Inotiv’s future success will depend, in part, on Inotiv’s ability to manage this expanded business, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Envigo into Inotiv’s existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.

Inotiv’s current shareholders will have a reduced ownership and voting interest after the Envigo acquisition compared to their current ownership and will exercise less influence over management.

Based on the number of outstanding common shares as of September 20, 2021, immediately after the Envigo acquisition is completed, it is expected that, on a fully diluted basis, Inotiv’s current shareholders will collectively own approximately 64% and the former Envigo shareholders will own, in the aggregate, approximately 36% of the outstanding common shares. As a result of the Envigo acquisition, Inotiv’s current shareholders will own a smaller percentage of Inotiv than they currently own, and as a result will have less influence on Inotiv’s management and policies.

Sales of substantial amounts of the common shares in the open market by the former Envigo shareholders could depress Inotiv’s stock price.

The common shares that are issued to the Envigo shareholders in the Envigo acquisition will become freely tradable once registered pursuant to the shareholders agreement or sold in compliance with Rule 144 promulgated under the Securities Act. Pursuant to the shareholders agreement, all of the common shares issued as Share Consideration to any Envigo shareholder who is a party to the shareholders agreement will be registered for resale. Once registered, the common shares held by such Envigo shareholders will be unrestricted and will not require further registration under the Securities Act, although such shares may be subject to the lockup restrictions set forth in the shareholders agreement.

The major holders may wish to dispose of some or all of their interests in Inotiv, and as a result may seek to sell their common shares. These sales (or the perception that these sales may occur),


coupled with the increase in the outstanding number of common shares, may affect the market for, and the market price of, the common shares in an adverse manner.

If the Envigo acquisition is completed and Inotiv’s shareholders, including the former Envigo shareholders, sell substantial amounts of common shares in the public market following the closing of the Envigo acquisition, the market price of the common shares may decrease. These sales might also make it more difficult for Inotiv to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.

The trading price and volume of the common shares may be volatile following the Envigo acquisition.

The trading price and volume of the common shares may be volatile following completion of the Envigo acquisition. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the common shares. As a result, you may suffer a loss on your investment.

The market for the common shares will depend on a number of conditions, most of which the combined company cannot control, including:

general economic conditions within the U.S. and internationally, including changes in interest rates;
general market conditions, including fluctuations in commodity prices;
domestic and international economic, legal and regulatory factors unrelated to the combined company’s performance;
volatility in the financial markets or other global economic factors, including the impact of COVID-19;
actual or anticipated fluctuations in the combined company’s quarterly and annual results and those of its competitors;
quarterly variations in the rate of growth of the combined company’s financial indicators, such as revenue, EBITDA, net income and net income per share;
the businesses, operations, results and prospects of the combined company;
the operating and financial performance of the combined company;
future mergers and strategic alliances;
market conditions in CRO or research model industries;
changes in government regulation, taxes, legal proceedings or other developments;
shortfalls in the combined company’s operating results from levels forecasted by securities analysts;
investor sentiment toward the stock of animal breeding activities;
changes in revenue or earnings estimates, or changes in recommendations by equity research analysts;
failure of the combined company to achieve the perceived benefits of the Envigo acquisition, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;
speculation in the press or investment community;

the failure of research analysts to cover the combined company’s common shares;
sales of the common shares by the combined company, large shareholders or management, or the perception that such sales may occur;
changes in accounting principles, policies, guidance, interpretations or standards;
announcements concerning the combined company or its competitors;
public reaction to the combined company’s press releases, other public announcements and filings with the SEC;
strategic actions taken by competitors;
actions taken by the combined company shareholders;
additions or departures of key management personnel;
maintenance of acceptable credit ratings or credit quality;
the general state of the securities markets; and
the risk factors described in this offering memorandum and the documents incorporated by reference into this offering memorandum.

These and other factors may impair the market for the common shares and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the common shares to fluctuate substantially, which may negatively affect the price and liquidity of the common shares. Many of these factors and conditions are beyond the control of the combined company or the combined company shareholders.

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against the combined company, could result in very substantial costs, divert management’s attention and resources and harm the combined company’s business, operating results and financial condition.

Inotiv’s ability to utilize its U.S. net operating loss carryforwards to reduce future taxable income following the consummation of the Envigo acquisition will be subject to various limitations under the Code.

Section 382 of the Code imposes a limitation on the ability of a corporation to utilize its net operating loss carryforwards (“NOLs”) upon the occurrence of an ownership change resulting from issuances of a corporation’s stock or the sale or exchange of such corporation’s stock by certain shareholders if, as a result, there is an aggregate change of more than 50% in the beneficial ownership of such corporation’s stock by such shareholders during any three-year period. Inotiv believes that the Envigo acquisition, if consummated, will not result in an ownership change with respect to Inotiv, which would trigger a limitation on Inotiv’s ability to utilize any of its historic loss carryforwards following the consummation of the Envigo acquisition, based on information currently available. The limitation with respect to such loss carryforwards generally would be equal to (i) the fair market value of Inotiv’s equity as of immediately prior to such ownership change multiplied by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. In addition, the limitation would, under current law, be increased if there are recognized built-in gains during any post-change year, but only to the extent of any net unrealized built-in gains in Inotiv’s assets at the time of the ownership change. Any such limitation imposed on the ability to use such NOLs to offset


future taxable income could cause the Company to pay U.S. federal income taxes earlier than it otherwise would if such limitations were not in effect and could cause certain of such NOLs to expire unused, thereby reducing or eliminating the benefit of such NOLs.

Risks Related to Envigo

Solely for purposes the disclosures below under this “—Risks Related to Envigo” caption, “we,” “our” and “us” refer to Envigo RMS Holding Corp.

Business and Operational Risk Factors

We depend on the biopharmaceutical industry.

Envigo’s business depends greatly on the expenditures made by the biopharmaceutical industry in research and development, either directly or indirectly via their outsourcing development to CROs. In recent years, over 20% of Envigo’s revenue has come from biopharmaceutical customers directly and 40% from CROs indirectly. Accordingly, economic factors and industry trends that affect our customers in these industries also affect our business. As well, if payers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their growth in spending on research and development.

Several of our product and service offerings are dependent on a limited source of supply, which, if interrupted, could adversely affect our business.

Envigo depends on a limited international source of supply for certain products, such as non-human primates, which we sometimes call "NHPs". Disruptions to their continued supply may arise from health problems, export or import laws/restrictions or embargoes, international trade regulations, foreign government or economic instability, severe weather conditions, increased competition amongst suppliers for models, disruptions to the air travel system, commercial disputes, supplier insolvency, activist intervention, or other normal-course or unanticipated events. Any disruption of supply could harm our business if we cannot address the disruption or are unable to secure an alternative or secondary supply source on comparable commercial terms.

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, Hubei Province, China. We receive a portion of our NHPs from China. Due to restrictions enacted in China to mitigate the transmission of COVID-19, our supply of these NHPs was and continues to be disrupted. While we have been able to secure NHPs from other sources in Asia and Africa, the prolonged disruption has impacted our ability fill our customer’s orders. Envigo may be able to substitute another NHP, but not in all cases. This disruption has had an adverse effect on our financial results, which is expected to continue during 2021. We will continue to seek alternative NHP souring options to meet our customer’s needs.

Changes in aggregate spending, research and development budgets and outsourcing trends in the biopharmaceutical industry could adversely affect our operating results.

Our ability to continue to grow and win new business is dependent in large part upon the ability and willingness of the biopharmaceutical industry to continue to spend on compounds in the non-clinical phase of research and development. Fluctuations in the expenditure amounts in each phase


of the research and development budgets of these industries could have a significant effect on the demand for our products and services. R&D budgets fluctuate due to changes in available resources, mergers of biopharmaceutical companies, spending priorities, general economic conditions and budgetary policies. Our business could be adversely affected by any significant decrease in non-clinical research and development expenditures by biopharmaceutical companies.

Envigo operates in a highly competitive market.

The RMS industry is highly competitive. Competition ranges from academics and large biopharmaceutical companies, that derive and maintain their own rodent colonies, to commercial competitors that may offer a similar or overlapping range of products and/or services. Some of these competitors have greater capital, technical and other resources than we have, while other competitors that are smaller specialized companies might compete effectively against us based on price and their concentrated size and focus.

Providers of outsourced research models and services compete on the basis of many factors, including the following:

reputation for on-time quality performance;
reputation for regulatory compliance; expertise, experience and operational stability;
quality of facilities;
quality and stability of the animal models and laboratory animals;
assurance of supply;
technical and scientific support;
strength in various geographic markets;
geographic proximity to customer;
price; and
financial stability.

New technologies may be developed, validated and increasingly used in biomedical research that could reduce demand for some of our products and services.

For many years, groups within the scientific and research communities have attempted to develop models, methods and systems that would replace or supplement the use of living animals as test subjects in biomedical research. In addition, technological improvements to existing or new processes, such as imaging and biomarker technology, could result in a refinement in the number of animal research models necessary to conduct the required research. Alternative research methods could decrease the need for research models, and we may not be able to develop new products effectively or in a timely manner to replace any lost sales. In addition, other companies or entities may develop research models with characteristics different than the ones that we produce, and which may be viewed as more desirable by our customers.

It is industry policy to adopt and implement the 3R’s of Replacement, Reduction and Refinement, which could decrease the number of animals used in biomedical research.


The U.S. economy remains unstable for a significant amount of time.

The outbreak of COVID-19 is a global pandemic that is significantly affecting our employees, communities and business operations, as well as the U.S. economy and financial markets. As the COVID-19 pandemic continues, our results of operations, financial condition and cash flows have been materially adversely affected.

From an operational perspective, Envigo is focused on providing the safest possible environment for our employees and our animals. Although we implemented considerable safety measures, as a front-line provider to the life sciences sector, we are deeply exposed to the health and economic effects of COVID-19, many of which could have a material adverse impact on our employees, as well as our business, results of operations, financial condition and cash flows that we are not currently able to fully quantify. Throughout 2020, we did not have to furlough employees as production activities have continued. Although the prospect of furloughs will remain under review during the duration of the COVID-19 pandemic, we do not currently anticipate furloughing any employees in 2021.

Broad economic factors resulting from the current COVID-19 pandemic impacting our customers, could also affect our revenue mix and volumes, as well as our ability to collect outstanding receivables. Any increase in the amount or deterioration in the collectability of accounts receivable will adversely affect our results of operations, financial condition and cash flows, requiring an increased level of working capital. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, our business, results of operations, financial condition and cash flows will be adversely affected.

In addition, our results of operations, financial position and cash flows have been adversely affected by federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. healthcare system, which have resulted in direct and indirect restrictions to our business. While we have taken COVID-19 specific safety precautions to provide safe work conditions for our employees and visitors to our facilities, with the exception of Michigan and Indiana there are currently no liability protections afforded the company for employees exposed within our facilities. Therefore, we may be subject to lawsuits from employees and others exposed to COVID-19 at our facilities. Such actions may involve large demands, as well as substantial defense costs, though there is no certainty at this time whether any such lawsuits will be filed or the outcome of such lawsuits if filed. Our professional and general liability insurance may not cover all claims against us.

The foregoing and other continued disruptions to our business as a result of COVID-19 could result in a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, the COVID-19 pandemic could heighten the risks in certain of the other risk factors described herein.


Termination of or delays in a customer’s study or product could impact the level of our research models and laboratory animals order from us, which could adversely affect our revenue and profitability.

In general, our customers order research models and laboratory animals on an as-needed basis. The size and frequency of these orders may be reduced or eliminated with little or no notice. Customer orders may be impacted for various reasons, including:

unexpected or undesired study results;
the loss of funding for the particular research study or program;
the failure of products to satisfy technical or safety requirements;
production problems resulting in shortages of the product being tested;
adverse reactions to the product being tested;
regulatory restrictions placed on the product being tested; or
the customer’s decision to forego or terminate a particular study or compound.

The loss, reduction in scope or delay of customer orders could materially adversely affect our business.

As discussed in the business section above, the COVID-19 pandemic, while resulting in increased demand for NHPs, has also resulted in the delay or termination of customer study’s or orders. Certain of our customers due to government mandated lockdown and restrictions have had to temporarily suspend or scale back research activities at times during the pandemic.

A cyber-attack against our computer systems could adversely affect our operating results and financial condition.

We operate large and complex computer systems that contain confidential customer information. Our information technology systems also contain proprietary and other confidential information related to our business, such as business plans and employee information.

We maintain insurance coverage that covers certain cyber risks. Nevertheless, this insurance coverage is subject to a retention amount and, depending on the incident, the insurance coverage may not be sufficient to cover all of our losses beyond any retention.

We take measures to protect the data on our computer systems from unauthorized access or intrusion, including through our information technology systems, and where we consider it to be appropriate, through the implementation of security measures at our research facilities and by entering into confidentiality agreements with employees and consultants. However, any systems and processes that are designed to protect confidential information and prevent data loss and other security attacks cannot provide absolute security. Our computer systems have been subject to cyber-attacks in the past and may be subject to such attacks in the future.  Failure to prevent or mitigate data loss or future security incidents could expose us or our customers to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability. While we continue to monitor, and to improve and enhance where appropriate, our systems in this regard, in the event that our efforts are unsuccessful and the confidentiality of any


information is compromised, we could suffer significant harm. In addition, as with all information technology, our systems could become vulnerable to potential damage or interruptions from fires, blackouts, telecommunications failures and other unexpected events, as well as to break-ins, sabotage or intentional acts of vandalism.

Any substantial disruption or resulting loss of data that is not avoided or corrected by backup measures could adversely affect our business and operations.

Envigo’s animal populations may suffer diseases that can damage our inventory, harm our reputation or result in other liability to us.

It is important that our animal production facilities be free of diseases, including infectious diseases, and remain free of contamination. The presence of diseases or infectious agents has the potential to cause substantial loss of animals in our inventory, to result in harm to humans or the public if the disease cannot be contained to animals in inventory and/or to negatively impact the quality of our customers’ research results. These risks may differ substantially according to species. In rodents, most infections are without any apparent clinical signs and therefore pose a risk to the scientific quality of the research performed on the animals rather than to humans. We seek to minimize the risk of these species being infected by stringent biohazard management protocols and health monitoring programs in place in our RMS facilities. The same applies to primates, where all animals are serologically tested for specific diseases in our facilities and at our suppliers. The main concern in this species is the potential for zoonotic infectious disease causing harm to humans. Diseases in dogs bear less risk to us as efficient vaccination programs are available and followed in this species. Nevertheless, we have in the past suffered disease in our animal population, and may suffer outbreaks in the future. Any significant disease outbreak at Envigo has the potential to harm our reputation or have a material adverse effect on our financial condition, results of operations, and cash flows. There is also the risk that disease from research models we produce may affect our customers’ facilities.

If disease or contamination occurs in our animal population, it typically requires remediation and cleanup activities that could be costly and time consuming. In certain circumstances, it can require the temporary or permanent closure of an affected facility. We have experienced such closures in the past. The possibility for genetic mutations also exists and may adversely affect our relationship with customers affected by such mutations and may result in an affected customer requesting compensation for damages.

While we endeavor to include provisions in our contracts which entitle us to be indemnified or entitle us to a limitation of liability, these provisions do not uniformly protect us against liability arising from certain of our own actions, such as negligence or misconduct. Moreover, in certain circumstances, we may agree to use contracts drafted by our customers, which may not contain clauses that indemnify us or limit our liability. We could be materially adversely affected if we were required to pay damages or bear the costs of defending any claim which is not covered by a contractual indemnification provision or in the event that a party who must indemnify us does not fulfill our indemnification obligations or which is beyond the level of our insurance coverage or for which insurance coverage is not available. There can be no assurance that we will be able to maintain such insurance coverage on terms acceptable to us.


If we are unable to identify and successfully complete acquisitions, our business could be adversely affected.

We may seek to expand our business through acquisitions. However, business and technologies may not be available on terms and conditions we find acceptable. Our credit agreement may impose restrictions on our ability to make acquisitions. We may devote time and resources investigating and negotiating with potential acquisition or alliance partners, but not consummate the transactions. Even if consummated, factors which may affect our ability to grow successfully through acquisitions include:

difficulties and expenses in connection with integrating the acquired companies and achieving the expected benefits;
diversion of management’s attention from current operations;
the possibility that we may be adversely affected by risk factors facing the acquired companies;
potential losses resulting from undiscovered liabilities of acquired companies not covered by the indemnification we may obtain from the seller;
difficulties in retaining customers of the acquired business;
risks of not being able to overcome differences in business practices, language and other cultural barriers in connection with the acquisition; and
loss of key employees of the acquired companies.

In the event that an acquired business or technology does not meet our expectations, our results of operations may be adversely affected.

Our non-U.S. locations account for a significant percentage of our revenues, exposing us to risks associated with operating internationally.

In 2020, 25% of our net revenues from continuing operations were generated by our facilities outside the United States. As a result of these foreign sales and facilities, our operations are subject to a variety of risks unique to international operations, including the following:

exposure to local economic conditions;
currency exchange rate and interest rate fluctuations;
changes in tax law;
potential restrictions on the transfer of funds;
unexpected changes in regulatory requirements;
exposure to liabilities under the U.S. Foreign Corrupt Practices Act or the U.K. Antibribery Act;
government imposed investment and other restrictions or requirements;
failure to comply with new regulations, such as the EU General Data Protection Regulations;
exposure to local social unrest, including any resultant acts of war, terrorism or similar events;
exposure to local public health issues and the resultant impact on economic and political conditions;

difficulty enforcing agreements and collecting receivables through certain legal systems;
more expansive legal rights of employees, including specifically those applicable to our European operations;
variations in protection of intellectual property and other legal rights; and
export and import and trade restrictions (such as antidumping duties, tariffs or embargoes).

We are exposed to exchange rate fluctuations.

We operate on a worldwide basis and generally invoice our customers in the currency of the country in which the customer operates. Management does not hedge against this exposure. While exposure to exchange rate fluctuations may be limited since our sales are generally denominated in the same currency as our costs, trading exposures to currency fluctuations may nonetheless occur as a result of certain revenues being denominated in a currency different from the production site’s currency. There can be no assurance we will not suffer adverse impacts from currency fluctuations in the future. Moreover, since we operate on an international basis, movements in exchange rates can have an impact on our price competitiveness. Exchange rate fluctuations against the British pound have shown increased volatility since Brexit. Our indebtedness is in U.S. dollars whereas we earn significant revenues (approximately 25% of total net revenues from continuing operations in 2020) in other currencies. This may adversely impact our ability to meet our debt obligations.

Unfavorable global economic conditions could negatively impact our operating results and financial condition.

Unfavorable global economic conditions could negatively affect our business. While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce customer demand for some of our services, which could cause our revenue to decline.

We rely on our facilities and any disruption in their operation could materially adversely impact us.

We rely on our facilities. In particular, our facilities are highly specialized and would be difficult to replace in a short period of time. Any event that causes a disruption of the operation of these facilities might impact our ability to provide products to our customers and therefore could have a material adverse effect on our financial condition, results of operations and cash flows.

Some of our customers depend on government funding of research and development and a reduction in that funding may adversely affect our business.

A significant portion of sales in our RMS business are derived from customers at academic institutions and research laboratories whose funding is partially dependent on funding from government sources, including the U.S. National Institutes of Health (“NIH”) and U.K./EU equivalents. Such funding can be difficult to forecast as it may be subject to the political process. Our sales may be adversely affected if our customers delay purchases as a result of uncertainties surrounding the approval of government budget proposals. A reduction in government funding for the NIH or other government research agencies could adversely affect our business and our


financial results. There can be no certainty that government research funding will be directed towards projects and studies that require use of our products and services.

Public health epidemics or outbreaks could adversely impact our business.

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it quickly became a world-wide pandemic. With the exception of some abatement during the Summer 2020 months, the coronavirus continued to spread with precipitous increase during the Fall 2020 and early Winter 2020/2021. During December 2020, two vaccines were approved in the United States and the United Kingdom for distribution and others have been and continue to be approved in the first quarter of 2021. Inoculations began in December 2020 and will continue throughout 2021 in a phased rollout to focus on front-line caregivers, elderly, individuals with preexisting conditions and essential workers, and later to the general public. Despite the beginning and continued ramp up of inoculations, the coronavirus is expected to spread during the inoculation period as new and more contagious variants are identified.

We saw a significant negative impact on our business in the second quarter of 2020 with a lesser impact on the third and fourth quarters of 2020. We anticipated some level of negative impact to continue during the first half of 2021. The extent to which the coronavirus impacts our 2021 operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, vaccine distribution and inoculation ramp up, identification of new variants of the coronavirus, and the vaccination protection from these new variants, continued actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations and could have an adverse impact on our business and our financial results.

Actions of animal rights activists may affect our business.

Our RMS business provides animal research models to our customers. Such activities are required for the registration of products under regulatory regimes in the United States, Europe and other countries. Many CROs, biopharmaceutical companies and other research organizations have been targeted by animal rights activists who oppose all testing on animals, for whatever purpose, including the animal testing activities in support of safety and efficacy testing for drug development. These groups, which include groups directed at the industry and us, have publicly stated that the goal of their campaign is to stop animal testing. Acts of vandalism and other acts by animal rights activists who object to the use of animals in product development could have a material adverse effect on our business. These groups have historically targeted CROs, academic institutions and biopharmaceutical companies, but also third parties that do business with CROs, academic institutions and biopharmaceutical companies, including customers, suppliers, advisors, financial advisors, lenders and investors.


Legal and Regulatory Risk Factors

Failure to comply with applicable governmental regulations could harm our business.

Envigo is subject to a variety of governmental regulations, particularly in the United States, Europe, and the United Kingdom, relating to animal welfare and the conduct of our business, including the U.K. Animals (Scientific Procedures) Act 1986 Amendment Regulations 2012 and U.S. USDA Animal Welfare Regulations. Our facilities are therefore subject to routine formal inspections by regulatory and supervisory authorities, including the U.S. FDA, the U.S. USDA and the U.K. Home Office, as well as by representatives from customer companies.

Envigo expends significant resources on compliance efforts. Regulations and guidance worldwide concerning the production and use of laboratory animals for research purposes continue to be updated. For example, the European Directive 2010/63/EU established new standards for animal housing and accommodations that required implementation by 2017; we previously incurred significant capital expenditure to comply with the Directive. Similarly, guidance has been and continues to be developed for other areas that impact the biomedical research community on both a national and international basis, including transportation, import and export requirements of biological materials, and animal housing and welfare. Certain of our customers may require us to comply with any new guidance in advance of our implementation as a condition to being awarded contracts. Conforming to new guidelines may result in increased costs attributable to adding or upgrading facilities, the addition of personnel to address new processes and increased administrative burden.

Envigo is subject to environmental, health and safety requirements and risks as a result of which we may incur significant costs, liabilities and obligations.

Envigo is subject to a variety of federal, state, local and foreign environmental laws, regulations, initiatives and permits that govern, among other things: the emission and discharge of materials, including greenhouse gases, in air, land and water; the remediation of soil, surface water and groundwater contamination; the generation, storage, handling, use, disposal and transportation of regulated materials and wastes, including biomedical and radioactive wastes; and health and safety. Failure to comply with these laws, regulations or permits could result in fines or sanctions, obligations to investigate or remediate existing or potential contamination, third-party property damage claims, personal injury claims, natural resource damages claims, or modification or revocation of operating permits and may lead to temporary or permanent business interruptions. Pursuant to certain environmental laws, we may be held strictly, and under certain circumstances jointly and severally liable for costs of investigation and remediation of contaminated sites which we currently own or operate, or sites we or our predecessors have owned or operated in the past. Further, we could be held liable at sites where we have sent waste for disposal.

Environmental laws, regulations and permits, and the enforcement thereof, change frequently and have tended to become more stringent over time. Compliance with the requirements of laws and regulations may increase capital costs and operating expenses, or necessitate changes to our production processes.


We endeavor to conduct our operations according to all legal requirements, but we may not be in complete compliance with such laws and regulations at all times. We use, and in the past have used, hazardous materials and generate, and in the past have generated, hazardous wastes. We cannot eliminate the risk of accidental contamination or injury from these materials. In the event of such an accident, we could be held liable for any resulting damages and incur liabilities which could exceed our resources. Our costs, liabilities and obligations relating to environmental matters may have a material adverse effect on our business, financial condition, prospects, results of operations and cash flows.

Envigo may not be able to successfully develop and market or acquire new products and services.

Envigo may seek to develop and market new products and services that complement or expand our existing business or expand our offerings through acquisition. If we are unable to develop new products and services and/or create demand for those newly developed products and services, or expand our offerings through acquisition, our future business, results of operations, prospects, financial condition, and cash flows could be adversely affected.

Labor and Employment Risk Factors

Envigo depends heavily on our senior management team, and the loss of any member may adversely affect us.

Envigo believes its success depends on the continued availability of our senior management team, including Dr. Adrian Hardy (CEO) and Stephen Symonds (CFO). If one or more members of the senior management team were unable or unwilling to continue in their present positions, those persons would likely be difficult to replace and our business would likely be harmed. If any of our key employees were to join a competitor or to form a competing company, some of our customers might choose to use the services of that competitor or new company instead of us. Furthermore, customers or other companies seeking to develop in-house capabilities may hire away some of our senior management or key employees. The loss of one or more of these key employees could adversely affect our business.

Envigo must recruit and retain qualified personnel.

Because of the specialized scientific nature of our business, we are highly dependent upon qualified scientific, technical and managerial personnel. There is intense competition for qualified personnel in the biopharmaceutical field. The shortage of qualified scientific, technical and managerial personnel, or other factors, might lead to increased recruiting, relocation and compensation costs for these professionals. These increased costs might reduce our profit margins or make hiring new personnel impracticable. In the future, we may not be able to attract and retain the qualified personnel necessary for the conduct and further development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key scientific, technical and managerial personnel in a timely manner, could have a material adverse effect on our ability to expand our businesses and remain competitive in the segments in which it participates.


Financial and Accounting Risk Factors

Our levels of outstanding indebtedness could adversely affect our financial condition, limit our ability to react to changes in the economy or our industry and prevent us from meeting our debt obligations.

As of June 30, 2021, Envigo had $134,650 of indebtedness, net of unamortized financing costs. Envigo's gross indebtedness is comprised of a $68,866 Seller Note due 2022, a $50,756 Main Street Lending Plan Term Loan, $11,372 of Paycheck Protection Plan (“PPP”) Loans, and a $6,423 Second Lien Credit Agreement Note.

Our indebtedness could have other important consequences to you and significant effects on our business, including:

increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial or restrictive covenants and borrowing conditions, could result in an event of default under the indentures governing the notes or the agreements governing other indebtedness and result in the acceleration of our outstanding debt;
require us to repatriate cash for debt service from our foreign subsidiaries resulting in dividend tax costs or require us to adopt other disadvantageous tax structures to accommodate debt service payments;
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes, including to repurchase the Seller Note from the holders upon a change of control; and
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from pursuing.
Our liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance and many other factors not within our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to refinance all or a portion of our existing debt. However, we may not be able to refinance our debt or obtain any new or additional debt on favorable terms or at all.

Envigo’s debt agreements contain or future debt agreements may contain restrictions that will limit our flexibility in operating our business.

Envigo’s debt agreements contain, and future debt agreements may contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit Envigo's ability to, among other things:

incur or guarantee additional indebtedness;
make other restricted payments;
enter into agreements restricting the payment of dividends or other distributions from our restricted subsidiaries;
create or incur liens;
make investments;
transfer or sell assets;
engage in transactions with affiliates; and
merge or consolidate with other companies or transfer all or substantially all of our or their assets.

Envigo is exposed to changes in interest rates.

Envigo is exposed to changes in interest rates while conducting normal business operations as a result of ongoing financing activities. The majority of Envigo's debt, as of June 30, 2021, is comprised of floating interest rate borrowings linked to London Interbank Offered Rate (“LIBOR”). As of June 30, 2021, a 100-basis point increase in LIBOR would increase our annual pre-tax interest expense by approximately $1,200.

In 2017, the Financial Conduct Authority (FCA) in the United Kingdom announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop. If LIBOR ceases to exist, the method and rate used to calculate our interest rates and/or payments on our debt in the future may result in interest rates and/or payments that are higher than, or that do not otherwise correlate over time with, the interest rates and/or payments that would have been applicable to our obligations if LIBOR was available in its current form, which could have a material adverse effect on our financial position, results of operations and liquidity. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could also have a material adverse effect on our financial position, results of operations and liquidity.

Our pension plans are underfunded and may require increased contribution payments.

We provide defined benefit plans for certain of our past or current U.K. employees. While these plans have been closed to future participants, the plans are underfunded as of June 30, 2021 by $3,055 to meet prospective obligations to plan participants. Obligations under these plans reflect certain actuarial and other assumptions. The funding requirements and cost of these plans are dependent upon these assumptions and various other factors, including the actual return on plan


assets, discount rates, participant demographics and changes in pension regulations. Our future costs and funding obligations can increase or decrease significantly depending upon these factors.

Impairment of goodwill or other intangible assets may adversely impact future results of operations.

Envigo has intangible assets, including goodwill on our balance sheet due to acquisitions of businesses. The initial identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition involve use of management judgment and estimates. The estimates are based on input from accredited valuation consultants and reviews of projected future income cash flows. The use of alternative estimates and assumptions might have increased or decreased the estimated fair value of our intangible assets. If the future growth and operating results of the business are not as strong as anticipated this could impact the assumptions in calculating the fair value of intangible assets. To the extent that intangible assets are impaired, their carrying value will be written down to their implied fair value and a charge made to the income from continuing operations that could materially affect our operating results. During 2020, in large part due to the impact of COVID-19 on our business and results of operations, we recorded an impairment charge of $39,679, which fully impaired our goodwill. In addition, impairment tests on recoverability triggered by the impact of COVID-19 indicated a partial impairment of our intellectual property resulting in a charge of $9,827. As of June 30, 2021, the carrying amount of other intangible assets was $21,087 on our consolidated balance sheets.

The COVID-19 pandemic’s impact on global markets could affect our future access to liquidity and materially adversely affect our results of operations and financial condition.

COVID-19 has spread throughout much of the world after initially surfacing in Wuhan, China in December 2019. The future impact of the outbreak of COVID-19 on our business is unknown. Global stock markets, which initially reacted very negatively, have recovered for the most part, but remain subject to volatility due to the continued impact of the pandemic. High unemployment, a partially idled workforce and restrictions on approved activities and travel continue to create economic uncertainty in global markets. While the economic impact brought by COVID-19 continues to be difficult to assess or predict, the COVID-19 pandemic could result in significant disruption of global financial markets, reducing our ability to access capital in the future, which could negatively affect our liquidity in the future. The situation is constantly evolving, however, so the extent to which the COVID-19 outbreak will impact businesses and the economy is highly uncertain and cannot be predicted. Accordingly, we cannot predict the extent to which our results of operations, financial condition and cash flows will be affected.

Envigo is subject to ongoing employment related litigation.

Envigo is the defendant in a class action complaint by a former Envigo employee alleging various California Labor Code violations as well as a count of a violation of the Fair Credit Reporting Act (“FCRA”). The plaintiff’s allegations include an alleged failure to pay minimum wage for all hours worked, failure to timely pay wages, failure to reimburse for business expenses, wage statements and recordkeeping violations, and a failure to provide required disclosures pursuant to the FCRA prior to procuring a consumer report or investigate consumer reports. Although this outcome of this complaint is uncertain, it could adversely affect Envigo’s financial condition.



notv-20210921.xsd
Attachment: EX-101.SCH


notv-20210921_lab.xml
Attachment: EX-101.LAB


notv-20210921_pre.xml
Attachment: EX-101.PRE