v3.26.1
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
6 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Inotiv, Inc. and its subsidiaries (“we,” “our,” “us,” the “Company,” and “Inotiv”) comprise a leading contract research organization (“CRO”) dedicated to providing nonclinical and analytical drug discovery and development services primarily to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries as well as academia and government clients. Our products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of discovering and taking new drugs and medical devices to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research and development projects, all while working together to build a healthier and safer world. We are dedicated to practicing high standards of laboratory animal care and welfare.

The Company reports its results in two segments: Discovery and Safety Assessment (“DSA”) and Research Models and Services (“RMS”).

Through our DSA segment, we provide discovery and translational sciences (“DTS”) and safety assessment services (including nonclinical development and, in certain cases, clinical development) to support the needs of researchers and clinicians for primarily small molecule drug candidates, as well as biotherapeutics and biomedical devices utilizing both Good Laboratory Practice (“GLP”) and non-GLP. Our scientists have skills in histology, pathology, physiology, surgery, analytical chemistry, drug metabolism, pharmacokinetics, and toxicology. Our principal clients range from small start-up biotechnology companies to some of the largest global pharmaceutical companies, whose scientists are engaged in analytical chemistry, drug safety evaluation, drug metabolism studies, pharmacokinetics, clinical trials, and basic research.

Through our RMS segment, we offer access to a wide range of purpose-bred animal research models for basic research and drug discovery and development, specialized models for specific diseases and therapeutic areas, and diet, bedding and enrichment products, all supported by our deep animal husbandry expertise. We have the ability to run selected nonclinical studies directly on-site at closely located research model facilities and provide access to innovative genetically engineered models and services solutions. Our principal clients include biopharmaceutical companies, CROs, and academic and government organizations.
Liquidity and Going Concern

The accompanying unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

As of March 31, 2026, the Company had cash and cash equivalents of approximately $15,180 and access to up to $2,000 under its $15,000 revolving credit facility, which had a $13,000 balance outstanding that remains outstanding as of the date of this report. Further, for the six months ended March 31, 2026, the Company had negative operating cash flows, operating losses and consolidated net losses. The financial covenants under the Company’s Credit Agreement, dated as of November 5, 2021 (as amended through the date hereof, the “Credit Agreement”) include, among others, the First Lien Leverage Ratio and the Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). The Credit Agreement, as amended by the Eighth Amendment entered into on February 8, 2026, also includes a minimum liquidity covenant of $30,000, beginning with the March 6, 2026 liquidity test date and for each liquidity test date thereafter, which is the last business day of each week. As previously disclosed, the lenders under the Credit Agreement have granted the Company waivers of the minimum liquidity covenant for each liquidity test date from the March 6, 2026 test date through the May 8, 2026 test date.

Subsequent to March 31, 2026 and within the period of time under the Credit Agreement, the lenders under the Credit Agreement granted the Company a waiver of the First Lien Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants applicable to the period ended March 31, 2026. As a result of the waiver, the Company was in compliance with
its financial covenants under the Credit Agreement for the period ended March 31, 2026. This waiver is limited and does not modify these or any other covenant requirements for future periods.

On April 15, 2026, the Company was required to make an interest payment of approximately $2,139 under its Convertible Bond Indenture (as defined in Note 4 - Debt). As of the date of this Report, the Company has not made such interest payment, and the applicable grace period for such payment is scheduled to expire on May 15, 2026. If the Company does not make the interest payment prior to the expiration of the applicable grace period, an event of default will occur under the Convertible Bond Indenture. Upon the occurrence of such event of default, the holders of the convertible notes will have the right to declare all amounts outstanding under the Convertible Bond Indenture to be immediately due and payable, in accordance with the terms of the Convertible Bond Indenture. In addition, the failure to make a payment on indebtedness past the grace period under the Convertible Bond Indenture will constitute an event of default under the Company’s Credit Agreement.

Management's fiscal 2026 annual operating plan forecasts noncompliance with its financial covenants pursuant to the Credit Agreement for the remainder of fiscal 2026. If the Company's results of operations in the twelve months following the date of this report do not improve relative to the results of the first six months of fiscal 2026 and to the forecast in the 2026 annual operating plan, the Company will not be able to comply with its financial covenants under its Credit Agreement. Further, the Company's Term Loan Facility, Delayed Draw Term Loan, Incremental Term Loans, any outstanding balance on the revolving credit facility and the Second Lien Notes (as defined in Note 4 - Debt) mature in the next 12 months.

If at any time in the twelve months following the date of this report, the Company fails to comply with its financial covenants which remain unremedied for the period of time stipulated under the Credit Agreement, this would constitute an event of default under the Credit Agreement and the lenders may, among other remedies set out under the Credit Agreement, declare all or any portion of the outstanding principal amount of the borrowings plus accrued and unpaid interest to be immediately due and payable. Furthermore, if the lenders were to accelerate the loans under the Credit Agreement, such acceleration would constitute a default under our indentures governing the Company's Convertible Senior Notes (the “Notes”) and the Company's 15.00% Senior Secured Second Lien PIK Notes due 2027 (the “Second Lien Notes”) which, if not cured within 30 days following notice of such default from such trustees or holders of 25 percent of the Notes and from the trustee or holders of 30 percent of the Second Lien Notes, would permit the trustee or such holders to accelerate the Notes and the Second Lien Notes. If the loans under the Credit Agreement, the Notes and the Second Lien Notes are accelerated, the Company does not believe its existing cash and cash equivalents, together with cash generated from operations, would be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned targeted capital expenditures, and repay the entirety of its outstanding senior term loans, outstanding revolving credit facility balance, outstanding Notes and outstanding Second Lien Notes in the next twelve months. Additionally, access to the revolving credit facility would be restricted and such funds would not be available to pay for any operating activities.

Our evaluation of the Company's ability to continue as a going concern in accordance with U.S. generally accepted accounting principles entailed analyzing prospective fully implemented operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances in order to satisfy our obligations, including cash outflows for planned targeted capital expenditures, and to comply with minimum liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to our Credit Agreement for at least the next twelve months. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented and are outside of its control as of the date the condensed consolidated financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the condensed consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

Management has developed our fiscal 2026 annual operating plan in which we plan to continue our efforts to optimize our capital allocation and expense base. Additionally, the Company's plan is to continue its efforts to improve its operating results with a sustained focus on client service and margin discipline, increasing our volume of DTS and safety assessment contract awards and increasing our RMS product and service revenue. However, the Company believes its existing cash and cash equivalents, together with cash generated from operations, will not be sufficient to fund its operations and satisfy its obligations for the next 12 months, absent a transaction that positively impacts the Company’s liquidity and reduces its
debt obligations. Further, management's fiscal 2026 annual operating plan forecasts noncompliance with its financial covenants pursuant to the Credit Agreement. In the event that the Company fails to comply with the requirements of the financial covenants set forth in the Credit Agreement, the Company has approximately 55 days subsequent to any fiscal quarter, and approximately 100 days subsequent to fiscal year-end, to cure noncompliance (the “grace period”). The Company also continues to discuss its current business conditions with its lenders. However, there is no assurance that the Company’s lenders will agree to any amendment or extension to the Credit Agreement.

Additionally, the Company is exploring potential recapitalization, reorganization, refinancing, or restructuring transactions, or other strategic alternatives. There is no assurance that the Company will be able to complete any such transaction or alternative on terms acceptable to the Company or at all.

The Company’s liquidity needs and compliance with covenants depend, among other things, on its ability to recapitalize, reorganize, refinance, restructure or complete any other strategic alternative, source and sell NHPs, fill its expanded DSA capacity, generate cash from other operating activities and manage its forecasted capital expenditures. There can be no assurances that management’s efforts to complete any such transaction or alternative will be realized or achieve the intended results. As a result, substantial doubt about the Company's ability to continue as a going concern exists.
Basis of Presentation

The Company has prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP, and therefore should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. In the opinion of management, the unaudited condensed consolidated financial statements for the three and six months ended March 31, 2026 and 2025 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of the Company’s financial position at March 31, 2026. The results of operations for the three and six months ended March 31, 2026 are not necessarily indicative of the results for the fiscal year ending September 30, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. These include, but are not limited to, management estimates in the calculation and timing of revenue recognition, pension liabilities, deferred tax assets and liabilities and the related valuation allowance. Although estimates are based upon management’s best estimate using historical experience, current events, and actions, actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the twelve months ended September 30, 2025, and there have been no material changes to those significant accounting policies.
Newly Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures (Topic 740)”. ASU 2023-09 requires enhanced disclosures on income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and domestic earnings and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate. This ASU is effective for
fiscal years beginning after December 15, 2024, and can be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements.

In January 2025, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”. ASU 2024-03 requires enhanced disclosures on disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted, and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact this new standard will have on the related disclosures in the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivables and Contract Assets.” ASU 2025-05 offers a practical expedient for entities to assume balance sheet date conditions remain unchanged for the asset’s life when estimating credit losses under the reasonable and supportable approach. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted, and if practical expedient is elected, the amendments in this update should be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and the related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. ASU 2025-06 removes all references to software development project stages so that the guidance is neutral to different software development methods, including the methods that entities may use to develop software in the future. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted, and can be applied on either a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, to clarify, correct errors in or make other improvements to a broad range of topics in the Accounting Standards Codification. The guidance is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted on an issue-by-issue basis. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables from clients in the biopharmaceutical, contract research, academic, and governmental sectors. The Company believes its exposure to credit risk is minimal, as the majority of the clients are predominantly well established and viable. Additionally, the Company maintains allowances for potential credit losses. The Company’s exposure to credit loss in the event that payment is not received for revenue recognized equals the outstanding trade receivables and contract assets less fees invoiced in advance.
During the three and six months ended March 31, 2026, one client accounted for 15.2% and 12.4% of revenue, respectively. During the three and six months ended March 31, 2025, one client accounted for 11.9% and 16.0% of revenue, respectively. During the three and six months ended March 31, 2026, no vendor spend accounted for more than 10.0% of the sum of cost of services and cost of products. During the three and six months ended March 31, 2025, two vendor spends in the aggregate accounted for 28.5% and 20.0%, respectively, of the sum of cost of services and cost of products.