0000720154
false
0000720154
2022-06-13
2022-06-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 13, 2022
| INOTIV, INC. |
| (Exact name of registrant as specified in its charter) |
| Indiana |
|
0-23357 |
|
35-1345024 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
2701 KENT AVENUE
WEST LAFAYETTE, indiana |
|
47906-1382 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code: (765) 463-4527
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading Symbol(s) |
Name of each
exchange
on which registered |
| Common Shares |
NOTV |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
On June 13, 2022, Inotiv,
Inc. (the “Company”) announced that it has decided to close two of its facilities, a purpose-bred canine facility in Cumberland,
Virginia and a rodent breeding facility in Dublin, Virginia, both of which were acquired by the Company in connection with its acquisition
of Envigo RMS Holding Corp. in November 2021. The decision to close the Cumberland facility was due to the fact that the required investments
and lead time to improve the facility have recently increased. The Company intends to implement an orderly closure plan for the Cumberland
facility.
The closure of the Dublin
facility is part of the Company’s ongoing restructuring and site optimization plan which includes the previously-announced closure
of facilities in Haslett, Michigan and Boyertown, Pennsylvania. The Company intends to relocate the current production at the Dublin facility
to other facilities that have recently been expanded or refurbished. The Company expects these three facilities’ transitions to
be complete by December 2022.
The Company expects to incur
charges related to these closures and restructuring initiatives, including costs of employee severance and other costs related to workforce
reductions and costs to dispose of facilities. The Company has not yet completed its analysis of the costs associated with implementation
of these closures and restructuring initiatives, and therefore is not yet able to estimate the amount, or range of amounts, of these costs.
The Company will provide additional disclosure through an amendment to this Current Report on Form 8-K once it makes a determination of
an estimate or range of estimates.
| Item 2.06. | Material Impairments. |
In connection with the closures
and restructuring initiatives discussed in Item 2.05 above, the Company expects to incur charges for impairment of certain assets. The
Company has not yet completed its analysis of all of the factors associated with the impairments, and therefore is not yet able to
estimate the amount, or range of amounts, of the impairment charges. The Company will provide additional disclosure through an amendment
to this Current Report on Form 8-K once it makes a determination of an estimate or range of estimates.
| Item 7.01. | Regulation FD Disclosure. |
On
June 13, 2022, the Company issued a press release relating to the matters discussed above, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
As noted in the press release,
the Cumberland facility has comprised less than 1% of the Company’s total revenue and has not contributed to profits in the Company’s
Research Models and Services segment since its acquisition. Further, the Company does not expect the closures of the Cumberland and Dublin
facilities to impact the Company’s previously-issued financial guidance for fiscal year 2022.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
This document may contain forward-looking statements that are subject
to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our
products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the
timing of acquisitions and the successful closing, integration and business and financial impact thereof, governmental regulations,
inspections and investigations, the impact of site closures and consolidations, expansion and related efforts, and various other market
and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
INOTIV, INC. |
| |
|
|
| |
|
|
| Date: June 17,
2022 |
By: |
/s/ Beth A.
Taylor |
| |
|
Chief Financial Officer, |
| |
|
Vice President—Finance |
Exhibit
99.1
Inotiv,
Inc. Announces Site Closures and Consolidation Plans
WEST LAFAYETTE, IN, June 13, 2022 -- 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 and research models and related products and services,
announces the closure of two Envigo RMS (“Envigo”) facilities in Virginia: a purpose-bred canine facility in Cumberland and
a rodent breeding facility in Dublin as part of restructuring activities following its acquisition of Envigo RMS LLC in November 2021.
Robert Leasure, Jr., Inotiv’s President and Chief Executive Officer
commented, “Since the Envigo acquisition in November 2021, the Cumberland, Virginia, facility was recognized as needing improvements
and investments. Inotiv has been pleased with the continued and significant progress in improvements at the Cumberland facility since
the acquisition, as evidenced by recent inspections by the USDA and other auditing organizations. We sincerely appreciate our customers’,
employees’, and third-party input to date in support of this facility. The required investments to improve the facility and the
lead time to achieve these improvements have recently increased. As a result, we have decided we will not be investing further in this
facility, and it will be closed. We will implement an orderly closure plan. Cumberland comprises less than 1% of our total Inotiv revenue
and has not contributed to profits in our Research Models and Services segment since the acquisition.”
Leasure continued, “The announced closure of the Dublin, Virginia,
facility is part of Inotiv’s ongoing restructuring and site optimization plan which includes the previously announced closure of
facilities in Haslett, Michigan, and Boyertown, Pennsylvania. Closing the Dublin facility will also reduce anticipated capital expenditure
needs at this site. The current production in Dublin will be relocated to other facilities which have recently been expanded or refurbished.
We believe our site restructuring and optimization plan will provide the Company with additional operational efficiencies and will allow
customers to be better served from existing, refurbished locations. We expect these three facilities’ transitions to be complete
by December 2022.”
The announced closures of the Cumberland and Dublin facilities will
not impact the Company’s financial guidance for fiscal year 2022.
About Inotiv
Inotiv, Inc. is a leading contract
research organization dedicated to providing nonclinical and analytical drug discovery and development services and research models and
related products and services. The Company’s 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 taking new
drugs to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full
potential of their critical R&D projects, all while working together to build a healthier and safer world. Further information about
Inotiv can be found here: https://www.inotivco.com/.
This release may contain forward-looking statements
that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and
demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry and
regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, governmental
regulations, inspections and investigations, the impact of site closures and consolidations, expansion and related efforts, and various
other market and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.
| Company Contact |
|
Investor Relations |
| Inotiv, Inc. |
|
The Equity Group Inc. |
| Beth A. Taylor, Chief Financial Officer |
|
Devin Sullivan |
| (765) 497-8381 |
|
(212) 836-9608 |
| btaylor@inotivco.com |
|
dsullivan@equityny.com |