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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Press Release, date June 13, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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