#1inōtiv analyze. answer. advance. WHERE insights LEAD TO >>>> answers >>>> Investor Presentation March 2023#2Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements can often be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements may include, but are not limited to, statements regarding our intent, belief or current expectations with respect to (i) our strategic plans; (ii) trends in the demand for our services and products; (iii) trends in the industries that consume our services and products; (iv) our ability to develop or acquire new services and products; (v) ) our ability to source animal research models from Asia; (vi) our ability to make capital expenditures and finance operations; (vii) global economic conditions, especially as they impact our markets; (viii) our cash position; (ix) our ability to successfully integrate the operations and personnel related to recent acquisitions; (x) our ability to effectively manage expansion or acquisition initiatives; (xi) our ability to develop and build infrastructure and teams to manage growth and projects; (xii) our ability to continue to retain and hire key talent; (xiii) our ability to market our services and products under our corporate name and relevant brand names; (xiv) our ability to service our outstanding indebtedness, (xv) our expectations regarding the volume of new bookings, pricing, gross profit margins and liquidity, (xvi) our ability to manage recurring and non-recurring costs, (xvii) our ability to execute on our restructuring and site optimization plans; and (xviii) the impact of public health emergencies, including COVID-19 on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address such public health emergencies,, which may precipitate or exacerbate other risks and/or uncertainties, and additional risks set forth in our filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are subject to significant risks, uncertainties and changes in circumstances and actual outcomes and results may differ materially from those in the forward-looking statements as a result of various factors, including but not limited to the risk factors disclosed in our reports with the SEC, many of which are beyond our control. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Any forward-looking statement made by us is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 2#3Company Overview Inotiv, Inc. is a growing contract research organization ("CRO") focused on driving innovation and discovery for the world's leading biopharmaceutical companies and medical research organizations We provide a comprehensive suite of high quality research science, models and services, participating with our clients in the discovery and development of novel therapeutics Our full spectrum solutions span two segments: > Discovery and Safety Assessment ("DSA") Research Models and Services ("RMS") We reduce the cost and time to bring new drugs to market We were founded in 1974 and reinvented in 2017, when current leadership launched a new strategic plan and vision for the company Headquarters West Lafayette, IN 1974 Year Formed Employees Customers Exchange/Ticker >2,100 ~3,500 NASDAQ/NOTV $7.07 Shares (fully diluted) ~30 million Market Cap.* (3/1/23) ~$180 million * Basic shares Recent Price (3/1/2023) 3#4Growth Story Approximately 5 years into the rebuilding and rebranding of Inotiv setting a foundation for sustainable growth and margin improvements. From 2017 through 2021, revenue increased from $24.2 million to $89.6 million from start ups, facility expansions and 7 acquisitions 2022 was another transformative year completing 7 acquisitions and seeing over 600% growth over 2021 to revenue of $547.7 million and building foundation for 2023 4#5Initiatives in process to be completed in 2023 and 2024 New greenfield site in Rockville Maryland Site optimization, resulting in site closures - consolidation of operations to reduce overhead and create synergies, efficiencies and scale (5 closures announced to be completed by March 2023 and in November 2022 announced the closure and consolidation of two facilities in Indianapolis and a proposed consolidation plan of two facilities in Gannat, France and Blackthorn, Bicester U.K., into existing facilities.) Site expansions and improvements in process: (Boulder, Co., Ft Collins, Co., Denver, Pa., Indianapolis, In., and Horst Netherlands) Building a foundation and scalability with use of technology Creating a culture to retain significant talent and professionalism as the company grows Rebranding and establishing market presence and strong customer base Updating vendor and customer agreements Many of the results from these 2022 initiatives will not be realized until 2023 LO#6Inotiv's Business Segments Total Revenue by Type (TTM Dec 31) Preclinical Services Other 2% 38% Large Animal 36% Small Animal Teklad 9% 15% • Discovery and Safety Assessment (DSA) Key offerings are centered in pharmacology, toxicology, DMPK, histopathology, plus centers of expertise in surgical models and medical device testing; with associated access to experienced consulting team Supports the needs of researchers and clinicians for small molecule drug candidates, biotherapeutics, and medical devices, from Discovery to Preclinical Development and through phased clinical assessments Strong backlog and book to bill Research Models and Services (RMS) Key offerings include large and small research models, Teklad diets, bedding, genetic modification services and other support services Supports CRO, academic, pharma, & government customers through delivery of genetically consistent research models Long-standing, dependable supplier relationships with critical suppliers across an international logistics network High revenue retention rate (>99%) Incredibly durable customer relationships (17 of top 20 customers have been repeat customers for 10+ years) 6#7Inotiv's Core Focus Full-Spectrum Drug Discovery & Development Provider DSA Drug Discovery & Translational Sciences Clinical Development Preclinical Development | || III Target Validation Lead Series Optimization Pharmacology (Multiple Therapeutic Areas) General Toxicology (GLP) Genetically Engineered Models Drug Metabolism & Pharmacokinetics Cellular and Molecular Biology Proteomics and Biomarker Discovery Comprehensive Discovery Toxicology Safety Pharmacology Genetic Toxicology Med Device Surgical Models/Toxicology Histopathology (+ Clinical Pathology) Discovery Formulation Support Large & Small Animal Research Models RMS Teklad Diets & Bedding Histology & Pathology (GLP) Developmental & Reproductive Toxicology (GLP) Safety Pharmacology Battery Support (GLP) Genetic Toxicology (GLP) Computational and in vitro toxicology Regulated Bioanalysis (GLP) Medical Device Toxicology (GLP) Program Management Biotherapeutics Analysis & Support (GLP) Biomarker Development & Validation (GLP) Large & Small Animal Research Support Teklad Diets & Bedding Research Model Support Services Clinical Bioanalysis (GCLP) Biomarker Utilization + Clinical Trial Support (GCLP) Biotherapeutics Support (GCLP) Bioequivalence (GXP) Core Scientific Capability & Service (SCS) Internal Investment in Core SCS (1) (1) Represents internally developed, pre-revenue Initiatives currently being commercialized 7#8Accomplished Senior Leadership Joined 2017 Robert Leasure, Jr. - Chief Executive Officer, President and Director 30+ years of experience in turnarounds, restructurings, financings, M&A, and in building/mentoring management teams John Sagartz, DVM, PhD – Chief Strategy Officer and Director March 2020 25+ years of leadership experience in toxicology and preclinical development Prior companies: Searle/Monsanto, Pharmacia/Pfizer, and Seventh Wave Laboratories, which he founded and led prior to its sale to Inotiv July 2018 March 2022 Mike Garrett - Chief Commercial Officer 20+ years of experience in commercial operations, strategic planning, and project management Prior companies: Envigo, MPI Research and BioReliance June 2019 Fernanda Beraldi - General Counsel and Corporate Secretary 19+ years of experience in legal and ethics compliance Prior companies: Cummins, Lilly, Embraer April 2022 Adrian Hardy, PhD - Executive Vice President 20+ years of experience in strategy, global operations, business development and animal welfare 2002 Prior companies: Envigo, Novartis Feb. 2021 2017 June 2022 Beth Taylor, Sr. VP, Chief Financial Officer 30+ years of experience in corporate and operational finance and accounting Prior companies: Endocyte, Inc., Author Solutions, Inc., Harlan Laboratories, Inc., Republic Airways Holdings and Rolls-Royce Corporation Jeff Krupp- Chief Human Resources Officer . 25+ years of experience in progressive, strategic human resources Prior companies: Magna International, Commercial Vehicle Group, Masco, Wabash and Dover Corporation Greg Beattie - Chief Operating Officer, DSA 30+ years of contract research experience 20+ years in operational leadership roles at Charles River Laboratories Lizanne Muller - Group President, RMS 25+ years experience in global operations, supply change, process improvements, acquisition integration and strategic planning Prior companies: Dishman Pharmaceuticals, Carbogen Amcis, Envigo Glenn Washer- Group President, Safety Assessment 35+ years of contract research experience Prior companies: Frontage, Charles River Laboratories 8#9Strong Growth¹ CAGR Annual Revenue ($ millions) CAGR +109% ~0% $89.6 $60.5 $43.6 $24.6 $22.7 $20.4 $24.2 $26.3 $547.7 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 New leadership YTD Revenue ($ millions) Q1'22 YTD Growth +46% $84.2 Q1'23 YTD and strategic plan 1 Fiscal 2021 results include contribution from the acquisitions of HistoTox, Bolder BioPATH and Gateway, which were completed on Apr 30, May 3 and Aug 2, respectively; Fiscal 2022 includes partial Q1 contributions from Envigo and Plato BioPharma, partial Q2 contributions from Integrated Laboratory Systems ("ILS") and Orient BioResource, partial Q3 contributions from Histion and partial Q4 contributions from Protypia. $122.8 9#10Revenue Growth Initiatives: Acquisitions and Internal Strategies 600.0 500.0 400.0 300.0 Actual and Projected Revenue (in $ millions) Growth and Adjusted EBITDA Margin 18% '21-22 the Company is seeing the results of the investment in talent, infrastructure and portfolio offerings. 16.5% 16% 9% 6% 200.0 100.0 '18-'20 the Company was investing in creating a strong base of scientific services talent from which to build the business. 5% 10% 2018 2019 2020 2021 Pre-acquisitions Acquisition Contributions Internal Growth 2022 Adjusted EBITDA % of Revenue 14% 12% 10% 8% 6% 4% 2% 0% Internal growth strategies are applied to strategic acquisitions to broaden top-line revenue expansion and build adjusted EBITDA margin. 10#11Favorable DSA Book-to-Bill Ratio and Backlog Trends 0.94x Book-to-Bill Ratio (DSA services only) 1.07x 1.26x 1.52x 1.33x 1.02x Backlog ($ millions) $43.8 $27.4 $17.1 $147.2 $147.9 +41% $104.6 $81.4 FY' 18 FY' 19 FY' 20 FY' 21 FY' 22 YTD' 23 FY' 18 FY' 19 FY' 20 FY' 21 FY' 22 Q1 FY'22 Q1 FY'23 Engaged business development team Focused on enhancing client experience Developed Includes infrastructure Boulder and for internal Gateway growth acquisitions Includes Plato, ILS, Histion and Protypia acquisitions 11#12Key Elements of Strategy . Focusing on becoming the preferred, fully integrated "solutions-oriented" CRO Implementing growth initiatives to achieve scale and optimally serve our clients Internal investments in technology, capabilities, capacity, people, services, infrastructure, enterprise systems, processes and business development platform Site optimization planning for future footprint and investments (including announced site closures) > Investments in strategic acquisitions > Growing customer base and retaining critical customer agreements > Improving vendor relationships and agreements. Pursuing improved profitability and cash flow through a combination of organic growth, acquisitions, greater scale and operational efficiencies 12#13Five Pillars of Investment & Growth Infrastructure - enhancements to client services and building program management functions to enhance client communication, overall client experience. Investments in animal welfare. Investing for scalability and accretive growth. Technology - new ERP system throughout the company, new client relationship system with performance reporting, design and implement enterprise technology solution for study management, design of laboratory information management system Rebranding-unified our services businesses under our new trade name, Inotiv, and our philosophy of "expect more" People - recruiting top scientific talent and enhancing work environment by focusing on career development and a professional, gratifying work environment (driving lower employee turnover) - Services developing internal capabilities for additional service offerings to meet client needs and to reduce outsourcing 13#14Internal Investments to Drive Organic Growth and Improve Animal Welfare Increased internal capacity and upgraded facilities in response to strong demand and to support animal welfare Capital investments of ~$78 million from FY 2018 through FY 2022 > - Evansville, IN — annual capacity expanded from ~$13 million to ~$50 million Fort Collins, CO - infrastructure, equipment and facility upgrades; annual capacity has increased from ~$5 million to ~$15 million since acquisition Gaithersburg, MD – infrastructure, equipment and facility upgrades; annual capacity has increased from ~$7 million to ~$25 million since acquisition St. Louis, MO – Phased expansion project completed Jan. 2022 Boulder, CO - infrastructure, equipment and facility upgrades to provide additional 30% capacity (completed in Q1 FY 2023) Capital investments of ~$8.4 million in Q1 FY 23 has been invested > US & Europe - investment in upgrading & expanding certain facilities to add capacity and implement planned and proposed site optimizations and enhance animal welfare (ongoing) Morrisville, NC - infrastructure, equipment and facility upgrades to expand capacity by 30% (completed in Q1 FY 2023) Rockville, MD - buildout of newly leased 48,000 sq foot facility to support biotherapeutics and genetic toxicology growth (expected to be completed by end of Q2 FY 2023) Fort Collins, CO - expanding operations by approximately 50% revenue run rate capacity (expected to be completed by end of FY 2023) Inotiv's Expanded Evansville Facility Inotiv's New St. Louis Laboratories WASTE MACS Quant 14#15Site Optimization Building Blocks -Site closures and consolidations Closure date June 2022 September 2022 November 2022 March 2023 March 2023 March 2023 June 2023 Proposed RSI facility Production moved from facility in North Carolina to existing facilities Former RSI site was not acquired in acquisition Cumberland, VA Closure of canine breeding facility removes losses at this site; improvement of margins and reducing anticipated capital expenditures Dublin, VA Production moving to other refurbished sites for operational efficiencies to enhance margins Site is owned and planning to sell upon closure Closing on the land with lease building with sale in 2 years Haslett, MI Production moving to other refurbished site for operational efficiencies to enhance margins Site is owned and planning to sell upon closure Boyertown, PA Production moving to other refurbished site for operational efficiencies to enhance margins Site is owned and planning to sell upon closure Israel Signed agreement to sell business; expect closing to be completed by end of December 2022 Indianapolis Closing two isolator facilities in Indianapolis, IN and consolidate them with existing facilities in the U.S. Gannat, France Completed consultation process and will be relocating operations to The Netherlands Blackthorn Proposed consolidation of Blackthorn UK - est completion would be Sep 2024 Refurbished facilities in Denver, PA, Livermore, CA, Indianapolis, IN and Horst, NL in FY 2022 Closures/consolidations allow for improved operational efficiency and enhanced operating margins 15#16Startup Building Blocks - Services and Capabilities Developed Internally 2018 MP&T . Mechanistic Pharmacology and Toxicology Creates capabilities in cellular and molecular biology to support diverse client needs Safety • April May 2019 Pharmacology Created canine cardiovascular and respiratory safety pharmacology using surgically- implanted telemetry equipment In process of additional capacity 2019 Juvenile Toxicology Enhanced capabilities in • developmental toxicology, specifically focused on learning and memory behaviors • Announcement date December 2020 SEND Reporting Internalized the process of developing and submitting SEND databases for regulatory review February 2021 Clinical Pathology Hired specialty expertise in clinical pathology to provide expert interpretation of clinical pathology data supporting pharmacology and toxicology studies May May 2021 June/Aug. 2021 2022 Histopathology for Safety Pharmacology Devices Creating the Biotherapeutics Announced plans to develop analytical capabilities to support large molecule biotherapeutics, biomarkers, and cell-based analysis and therapeutics • • capacity to process and interpret the biocompatibility and efficacy of broad-based devices Genetic Toxicology Building capabilities to evaluate mutagenicity and clastogenicity in support of first-in- human dosing Created non-human primate cardiovascular and respiratory safety pharmacology using surgically-implanted telemetry equipment November 2021 June 2021 December 2020 Completion dates March 2022 September 2022 April 2023 Still in process of building out capacity April 2022/ March 2023 Estimated completion July 2023 16#17Acquisition Building Blocks - 14 Transactions in 48 Months July 2018 May 2019 December April/May 2019 July/Aug. Oct. / Nov. 2021 2021 2021 Dec. 2021/ Jan. 2022 Genetic Toxicology SEVENTHWAVE Advice. Analysis. Answers. Discovery In Vivo and In Vitro Pharmacology Toxicology Drug Metabolism • Pathology Pharmacokinetics SMITHERS A VANZA Development and Reproduction •Juvenile Assessments • Fertility • Embryonic Development • • PreClinical RESEARCH SERVICES INC. HTL HistoTox Lab Surgical Models •Invasive Approaches Wound Healing Medical Devices • Imaging • BolderBioPATH RO Histopathology Cell-typing Biodistribution Pharmacology/ In Vivo Models Millipore SIGMA BioRelianceⓇ Assets From MilliporeSigma's BioReliance Portfolio GATEWAY PHARMACOLOGY LABORATORIES Cardiovascular/Renal Pharmacology • In Vivo Laboratory Support Plato BioPharma INCORPORATED In Vivo Pharmacology • • Cardiovascular . Renal Pulmonary Hepatic Therapy ++++ ENVIGO Research Models • Large Models Small Models • Teklad Diets & Bedding • Research Model Support Services RSI ROBINSON SERVICES INCORPORATED Research Models • Small Model Client • • Relationships ILS Advancing Science, Improving Lives Toxicology In Vivo, In Vitro & Computational Toxicology Histology & Pathology US NHP ORENT Business Research Models Domestic NHP Colony • April / July 2022 HISTION Histology Histology & analysis • Antibody labeling Histomorphometric analysis Protypia Pathology Quantification of drug target systems Protein-level pharmacology and pathology Inotiv has a proven track record integrating accretive acquisitions enhancing organic growth 17#18Inotiv's Global Footprint Indianapolis, IN. West Lafayette, IN Everett, WA Evansville, IN Livermore, CA Fort Collins, CO Boulder, CO St. Louis, MO Hillcrest, UK Madison, WI Huntingdon, UK Denver, PA Blackthorn, UK Frederick, MD Gannat, France Gaithersburg & Rockville, MD Raleigh, NC Alice, TX Nashville, TN DSA RMS Horst, Netherlands Note: Facility in Israel not pictured and held for sale. Global solution deployment across North America and Europe Desio, Italy 18#19Inotiv's Competitive Positioning-Filling a Gap Annual Revenue Service Orientation Client Base Profile Small Independent Service Providers <$20 MM per entity One-off preclinical services Emerging biopharma and specialty support of large pharma Competitive Differentiation Customer service Market Characteristics Fragmented inōtiv analyze, answer. advance. $547.7 MM1 Comprehensive preclinical services, research models, and some clinical services Emerging biopharma, small and medium pharma, Universities, other CRO's Government We Want to provide "White glove" customer service; agility; comprehensive offering from discovery through pre-clinical; consultative Unique in North America and Western Europe; no other provider with same breadth of services and fewer than 10,000 people; agile and responsive Large CROS $ in billions Primarily clinical services; some preclinical services Primarily large pharma Breadth of services; cost plus; room rate per hour Consolidated at the top: Charles River, Covance, ICON, IQVIA, Medpace, PPD 1 FY 2022 revenue. 19#20Levers to Improve Profitability ✓ Accretive and scalable investments مجھے ✓ Completion of a rigorous site optimization plan ✓ Internal growth plans to leverage existing direct fixed cost مجھے ✓ Take advantage of purchasing opportunities 2 ✓ Reduce business development expenses and lower client-acquisition costs as a percentage of revenue مجھے Reduce corporate overhead as a percentage of revenue ✓ Develop additional in-house capabilities to reduce reliance on outsourcing services to third parties ✓ Leverage cross-selling opportunities مجھے 20#21TTM Revenue * Composition by Geography & Customer Segments Geography Segments North America EMEA 82% 16% Pacific Rim 2% * DSA contract wins and RMS sales in TTM ending 12/31/22 CRO 41% Government 3% Other 6% Academic 12% Commercial Biopharma 18% Pre-commercial Biopharma 20% 21#22Investment Summary Experienced leadership team aligned with shareholders, successfully implementing a strategy to transform the business Building a fully-integrated drug discovery & development CRO, to support a range of traditional therapies to medical devices to biotherapeutics Delivering a superior client experience (client-centric focus) Driving value through organic growth and acquisitions Providing significant operating leverage and margin expansion potential with increasing revenues and site optimization Creating opportunities to provide full array of product and service offerings to acquired customers 22#23Near Term Guidance FY 2023 annual revenue of at least $580 million FY 2023 Adjusted EBITDA margin of at least $75 million or approximately 13% Note: Adjusted EBITDA and Adjusted EBITDA margin guidance for fiscal year 2023 and periods within the year are provided on a non-GAAP basis. The Company cannot reconcile this guidance to expected net income or expected net income margin without unreasonable effort because certain items that impact net income and net income margin are out of the Company's control and/or cannot be reasonably predicted at this time, which unavailable information could have a significant impact on the Company's GAAP financial results. 21#24Long Term Targets High-Single Digit to Low- double Digits Mid- to High- Single Digits Low- to Mid- Double Digits Combined Organic Revenue Growth Research Models Revenue Growth Preclinical Revenue Growth 18% -22% 2x-3x EBITDA Margin Long Term Net Leverage Multiple 24#25Appendix#26Financial Results and Growth Overview (in $thousands other than percentages, number of sites and employees) 0000 2020 Full Year Ended September 30, 2021 2022 Three Months Ended December 31, 2021 2022 Revenues Net income (loss) attributable to common shareholders (1) (2) Adjusted EBITDA Adjusted EBITDA as a % of Revenue $ 60,469 $89,605 547,656 $ 4,685 $ 10,895 $ (337,018) $ 2,881 $ 9,318 $ 90,496 $ 84,211 122,754 $ (87,323) $ (83,047) $ 10,122 $ (5,481) 12.0% -4.5% (3) % Revenue Growth Period over Period Number of Sites Number of Employees at end of Period (1) Includes acquisition costs all periods shown. 4.8% 10.4% 16.5% 39% 48% 511% 370% 46% 56 29 29 29 ~420 ~580 ~2,200 ~2,000 ~2,200 (2) Includes non-cash goodwill impairment charge of $236,000 in FY 2022 and $66,367 Q1 FY 2023. (3) Period over period growth for three months ended 12/31/2021 driven by acquisition of Envigo in Q1 FY 2022. 26#27Balance Sheet Summary Cash Balance¹ 12/31/2022 Total Debt 12/31/2022 Net Working Capital 12/31/2022 1 Unrestricted cash. $20.8 M $385.5 M $76.4 M 27#28Non-GAAP to GAAP Reconciliation This press release contains financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (GAAP), including Adjusted EBITDA and Adjusted EBITDA as a percentage of total revenue for the three months ended December 31, 2022 and 2021 and selected business segment information for those periods. Adjusted EBITDA as reported herein refers to a financial measure that excludes from consolidated net income (loss) statement of operations line items interest expense and income tax (benefit) expense, as well as non-cash charges for depreciation and amortization, stock compensation expense, acquisition and integration costs, startup costs, restructuring costs incurred in connection with the exit of our Cumberland and Dublin facilities, unrealized foreign exchange loss, loss on debt extinguishment, amortization of inventory step up, loss/gain on disposition of assets, loss on fair value remeasurement of convertible notes, goodwill impairment loss and other non-recurring third-party costs. The adjusted business segment information excludes from operating income and unallocated corporate G&A these same expenses. The Company believes that these non-GAAP measures provide useful information to investors. Among other things, they may help investors evaluate the Company's ongoing operations. They can assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the business, including to allocate resources. Investors should consider these non-GAAP measures as supplemental and in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of our results and to illustrate our results giving effect to the non-GAAP adjustments. Management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. 28#29GAAP to Adjusted EBITDA Reconciliation for the three months ended December 31, 2022 and 2021 (in $ thousands) Three Months Ended December 31, 2022 2021 $ (86,932) $ (83,411) GAAP Consolidated net loss Adjustments (a): Interest expense Income tax benefit Depreciation and amortization Stock compensation expense (1) Acquisition and integration costs (2) Startup costs Restructuring costs (3) Unrealized foreign exchange gain Loss on debt extinguishment Amortization of inventory step up 10,450 4,828 (15,974) (12,785) 13,263 6,024 2,046 23,932 983 8,808 1,505 957 266 1,250 320 877 244 3,668 Loss (gain) on disposition of assets 380 (249) Loss on fair value remeasurement of convertible notes (4) Other non-recurring, third party costs Goodwill impairment loss (5) Adjusted EBITDA (b) $ 671 66,367 (5,481) $ 10,122 56,714 439 (a) Adjustments to certain GAAP reported measures for the three months ended December 31, 2022 and 2021 include, but are not limited to, the following: (1) (2) (b) (3) (4) For the three months ended December 31, 2021, $23.0 million relates to post combination non-cash stock compensation expense relating to the adoption of the Envigo Equity Plan recognized in connection with the Envigo acquisition. For the three months ended December 31, 2021, represents charges for legal services, accounting services, travel and other related activities in connection with the acquisition and integration of Plato BioPharma, Envigo and RSI. For the three months ended December 31, 2022, represent charges for legal services, accounting services and other related activities in connection with the acquisitions of Plato BioPharma, Envigo, RSI, ILS, OBRC, Histion and Protypia. For the three months ended December 31, 2022, represents costs incurred in connection with the exit of our Dublin and Cumberland sites. For the three months ended December 31, 2021, represents loss of $56.7 resulting from the fair value remeasurement of the embedded derivative component of the convertible notes. (5) For the three months ended December 31, 2022, represents a non-cash goodwill impairment charge of $66.4 million related to the RMS segment. Adjusted EBITDA - Consolidated net (loss) income before interest expense, income tax expense (benefit), depreciation and amortization, stock compensation expense, acquisition and integration costs, startup costs, restructuring costs, unrealized foreign exchange loss, loss on debt extinguishment, amortization of inventory step up, gain/loss on disposition of assets, loss on fair value remeasurement of the embedded derivative component of the convertible notes, other non-recurring third party costs and goodwill impairment loss. 29#30GAAP to Adjusted EBITDA Reconciliation FY 2020-2022 (in $ thousands) Twelve Months Ended September 30, 2022 2021 2020 GAAP Consolidated net (loss) income S (337,262) S 10.895 S (4,685) Adjustments (a): Interest expense 29,704 1,683 Income tax expense (benefit) (15,187) (4.776) 1,490 147 Depreciation and amortization 49,324 6.268 4,074 Stock compensation expense (1) 28.974 1,786 540 United Kingdom lease liability reversal benefit (179) (180) Acquisition and integration costs (2) 16,119 5,377 339 Startup costs Restructuring costs (3) Unrealized foreign exchange gain Loss on debt extinguishment Amortization of inventory step up Loss (gain) on disposition of assets 5,687 1,477 333 8.564 754 877 10.246 (234) Loss (gain) on fair value remeasurement of convertible notes (4) PPP loan forgiveness 56,714 (8,362) (4,851) Other non-recurring, third party costs Goodwill impairment loss (5) Adjusted EBITDA (b) 211 823 236,005 $ 90,496 S 9,318 $ 2,881 (a) Adjustments to certain GAAP reported measures for the fiscal years ended 2020, 2021 and 2022 include, but are not limited to, the following: (b) (1) (2) (3) (4) (5) For the twelve months ended September 30, 2022, $23.0 million relates to post combination non-cash stock compensation expense relating to the adoption of the Envigo Equity Plan recognized in connection with the Envigo acquisition. Represents charges for legal services, accounting services, travel, change in control charges. and other related activities in connection with completed and anticipated acquisitions. For the fiscal year ended September 20, 2022, this included acquisitions of Envigo, ILS, OBRC, Histion, and Protypia; for the fiscal year ended September 30, 2021, this included the acquisitions of HistoTox Labs, Bolder BioPATH, Gateway Pharmacology, Envigo and Plato BioPharma, Inc., for the fiscal year ended September 30, 2020, this included the acquisition of PreClinical Research Services. For the fiscal year ended September 30, 2022, restructuring costs represent costs incurred in connection with the exit of our Dublin and Cumberland sites. For the fiscal year ended September 30, 2022, represents loss resulting from the fair value remeasurement of the embedded derivative component of the convertible notes, and for the fiscal year ended September 30, 2021, represents gain resulting from the fair value remeasurement of the embedded derivative component of the convertible notes. For the fiscal year ended September 30, 2022, represents a non-cash goodwill impairment charge related to the RMS segment. Adjusted EBITDA - Consolidated net (loss) income before interest expense, income tax expense (benefit), depreciation and amortization, stock compensation expense, acquisition and integration costs, startup costs, restructuring costs, unrealized foreign exchange loss, loss on debt extinguishment, amortization of inventory step up, gain/loss on disposition of assets, loss on fair value remeasurement of the embedded derivative component of the convertible notes, other non-recurring third party costs and goodwill impairment loss. 30#31>>>> inōtiv o analyze. answer. advance. >>>