
Perion Reports First Quarter 2025 Results, Raising Full Year 2025 Outlook
'Our strong start to the year is indicative that we have the right strategy to serve a customer base that can keep expanding as we go. Our key growth engines DOOH, CTV and Retail Media, delivered year-over-year improvement,' commented Tal Jacobson, Perion's CEO. 'With our strengthened leadership team in place, we are focused on better capturing growth opportunities and market share while enhancing our Perion One platform offering. I believe that 2025 will be a year of transformation for Perion, and we are gradually adding the necessary components to our existing capabilities through responsible acquisitions and focusing our R&D efforts on AI-enabled solutions.'
Mr. Jacobson continued, 'Earlier today, we announced the acquisition of Greenbids. An advanced AI-first company that delivers real outcomes to top-tier brands. Through leveraging Greenbids' custom algorithmic capabilities, we expand our total addressable market, especially within the walled gardens, and better position ourselves to gain deeper access to performance advertising budgets. As the trusted partner for some of the most well-known consumer brands and advertising agencies in the world, we believe the Perion One platform will generate significant opportunities for greater customer retention, longer duration contracts, larger-scale customers, increased recurring revenue per customer, and ultimately a more efficient business structure.'
Business & Financial Highlights
Retail Media 1 revenue increased 33% year-over-year to $19.8 million, representing 22% of revenue compared to 9% last year.
CTV revenue increased 31% year-over-year to $10.7 million, representing 12% of revenue compared to 5% last year.
DOOH revenue increased 80% year-over-year to $17.4 million, representing 19% of revenue compared to 6% last year.
Launched integration partnership with The Trade Desk, fostering deeper interoperability across the industry.
Announced results for our Next-Gen AI-Powered Chatbot that Drives Double-Digit Engagement Lift
Expanded share repurchase authorization to $125 million and initiated an accelerated repurchase program to support capital return strategy and enhance shareholder value.
1
Retail Media revenue includes all media channels, such as CTV, DOOH, video and others
2
Percent of revenue may not add up due to rounding
Expand
First Quarter 2025 Financial Highlights
In millions,
except per share data
Three months ended
March 31,
2025
2024
%
Advertising Solutions Revenue
$
69.7
$
75.8
(8%)
Search Advertising Revenue
$
19.6
$
82.0
(76%)
Total Revenue
$
89.3
$
157.8
(43%)
Contribution ex-TAC (Revenue ex-TAC) 1
$
39.7
$
60.2
(34%)
GAAP Net Income (loss)
$
(8.3)
$
11.8
(171%)
Non-GAAP Net Income 1
$
5.4
$
22.6
(76%)
Adjusted EBITDA 1
$
1.8
$
20.3
(91%)
Adjusted EBITDA to Contribution ex-TAC 1
5%
34%
Net Cash from Operations
$
(7.1)
$
6.9
(202%)
Adjusted Free Cash Flow 1
$
(7.4)
$
6.5
(215%)
GAAP Diluted EPS
$
(0.19)
$
0.24
(179%)
Non-GAAP Diluted EPS 1
$
0.11
$
0.44
(75%)
Expand
Financial Outlook for Full-Year 2025 2
'As a result of the organic growth we delivered in the first quarter, along with the highly synergistic acquisition of Greenbids, we are raising our full year 2025 revenue and adjusted EBITDA guidance. We are well-positioned to deliver improved, profitable results in 2025, driving greater long-term value for our shareholders,' Mr. Jacobson concluded.
Based on current expectations, the Company is increasing its full-year 2025 outlook ranges:
Revenue of $430 to $450 million
Adjusted EBITDA 1 of $44 to $46 million
Adjusted EBITDA 1 to contribution ex-TAC 1 of 22% at the midpoint
1 Contribution ex-TAC, non-GAAP Net Income, Adjusted EBITDA, adjusted Free Cash Flow and non-GAAP Diluted EPS are non-GAAP measures. See below reconciliation of GAAP to non-GAAP measures
2 Perion has not provided an outlook for GAAP Income from operations or reconciliation of Adjusted EBITDA guidance to GAAP Income from operations, the closest corresponding GAAP measure, because it does not provide guidance for certain of the reconciling items on a consistent basis due to the variability and complexity of these items, including but not limited to the measures and effects of stock-based compensation expenses directly impacted by unpredictable fluctuation in the share price and amortization in connection with future acquisitions. Hence, we are unable to quantify these amounts without unreasonable efforts
Expand
Share Repurchase program
In March 2025, Perion's Board of Directors authorized a $50 million expansion of the previously authorized share repurchase program of $75 million of its outstanding shares, to a total of $125 million.
During the first quarter of 2025, the company repurchased a total of 0.8 million shares at a total amount of $6.5 million.
During the first quarter of 2025, the Company adopted an accelerated plan to further enhance the program's execution and shareholder return. Following the end of the first quarter and through May 12, the Company repurchased an additional 3 million shares at a total amount of over $26 million.
As of May 12, 2025, the Company repurchased a total of 9 million shares, at a total amount of $79.3 million.
Financial Comparison for the First Quarter of 2025
Revenue: Revenue decreased by 43% to $89.3 million in the first quarter of 2025 from $157.8 million in the first quarter of 2024. Advertising Solutions revenue decreased 8% year-over-year, accounting for 78% of total revenue, primarily due to a 28% decrease in our Web channel, partially offset by 80% increase in Digital Out of Home revenue and a 31% year-over-year increase in CTV revenue. Search Advertising revenue decreased by 76% year-over-year, accounting for 22% of revenue, following the previously announced changes implemented by Microsoft Bing in 2024.
Traffic Acquisition Costs and Media Buy ('TAC'): TAC amounted to $49.7 million, or 56% of revenue, in the first quarter of 2025, compared with $97.6 million, or 62% of revenue, in the first quarter of 2024. The margin expansion was primarily due to changes in the product mix following the reduction in the Search business.
GAAP Net Income: GAAP net income decreased by 171% to a loss of $8.3 million in the first quarter of 2025, compared with a GAAP net income of $11.8 million in the first quarter of 2024. GAAP net loss in the first quarter of 2025 includes $1.3 million restructuring costs resulting from the Perion One unification strategy.
Non-GAAP Net Income: Non-GAAP net income was $5.4 million, or 6% of revenue, in the first quarter of 2025, compared with $22.6 million, or 14% of revenue, in the first quarter of 2024. A reconciliation of GAAP to non-GAAP net income is included in this press release.
Adjusted EBITDA: Adjusted EBITDA was $1.8 million, or 2% of revenue (and 5% of Contribution ex-TAC) in the first quarter of 2025, compared with $20.3 million, or 13% of revenue (and 34% of Contribution ex-TAC) in the first quarter of 2024. A reconciliation of GAAP income from operations to Adjusted EBITDA is included in this press release.
Cash Flow from Operations: Net cash used in operating activities in the first quarter of 2025 was $7.1 million, compared with $6.9 million that were generated in the first quarter of 2024. Operating cash flow was affected by the shift of approximately $8 million in customer collection from March 2025 to April 2025.
Net cash: As of March 31, 2025, cash and cash equivalents, short-term bank deposits and marketable securities amounted to $358.5 million, compared with $373.3 million as of December 31, 2024.
Conference Call
Perion's management will host a conference call to discuss the results at 8:30 a.m. ET today:
Registration link: https://perion-q1-2025-earnings-call.open-exchange.net/registration
A replay of the call and a transcript will be available within approximately 24 hours of the live event on Perion's website.
Today, Tal Jacobson, Perion's CEO, shared an open letter with investors, clients, and employees. It is available on the Perion Website at: https://perion.com/insights/ceo-letter-q1-25/
About Perion Network Ltd.
Perion connects advertisers with consumers through technology across all major digital channels. Our cross-channel creative and technological strategies enable brands to maintain a powerful presence across the entire consumer journey, online and offline. Perion is dedicated to building an advertiser-centric universe, providing significant benefits to brands and publishers.
For more information, visit Perion's website at www.perion.com.
Non-GAAP Measures
Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude certain items. This press release includes certain non-GAAP measures, including Contribution ex-TAC and Adjusted EBITDA.
Contribution ex-TAC presents revenue reduced by traffic acquisition costs and media buy, reflecting a portion of our revenue that must be directly passed to publishers or advertisers and presents our revenue excluding such items. We believe Contribution ex-TAC is a useful measure in assessing the performance of the Company because it facilitates a consistent comparison against our core business without considering the impact of traffic acquisition costs and media buy related to revenue reported on a gross basis.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ('Adjusted EBITDA') is defined as income from operations excluding stock-based compensation expenses, restructuring costs, unusual legal costs, depreciation, amortization of acquired intangible assets and retention and other acquisition-related expenses.
Adjusted free cash flow is defined as net cash provided by (or used in) operating activities less cash used for the purchase of property and equipment, but excluding the purchase of property and equipment related to our new corporate headquarter, as we do not view this expense as reflective of our normal on-going expenses. It is important to note that this expense is in fact cash expenditures.
Non-GAAP net income and non-GAAP diluted earnings per share are defined as net income and net earnings per share excluding stock-based compensation expenses, restructuring costs, unusual legal costs, retention and other acquisition-related expenses, amortization of acquired intangible assets and the related taxes thereon as well as foreign exchange gains and losses associated with ASC-842.
The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Furthermore, the non-GAAP measures are regularly used internally to understand, manage and evaluate our business and make operating decisions, and we believe that they are useful to investors as a consistent and comparable measure of the ongoing performance of our business. However, our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, we are unable to quantify certain amounts that would be required for such presentation without unreasonable effort. Consequently, no reconciliation of the forward-looking non-GAAP financial measures is included in this press release. A reconciliation between results on a GAAP and non-GAAP basis is provided in the last table of this press release.
Forward Looking Statements
This press release contains historical information and forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the safe- harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Perion. The words 'will,' 'believe,' 'expect,' 'intend,' 'plan,' 'should,' 'estimate' and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of Perion with respect to future events and are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Many factors could cause the actual results, performance or achievements of Perion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, or financial information, including, but not limited to, political, economic and other developments (including the current war between Israel and Hamas and other armed groups in the region), the failure to realize the anticipated benefits of companies and businesses we acquired and may acquire in the future, risks entailed in integrating the companies and businesses we acquire, including employee retention and customer acceptance, the risk that such transactions will divert management and other resources from the ongoing operations of the business or otherwise disrupt the conduct of those businesses, and general risks associated with the business of Perion including, the transformation in our strategy, intended to unify our business units under the Perion brand (Perion One), intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions (including the fluctuation of our share price), loss of key customers or of other partners that are material to our business, the outcome of any pending or future proceedings against Perion, data breaches, cyber-attacks and other similar incidents, unpredictable sales cycles, competitive pressures, market acceptance of new products and of the Perion One strategy, changes in applicable laws and regulations as well as industry self-regulation, negative or unexpected tax consequences, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, whether referenced or not referenced in this press release. We urge you to consider those factors, together with the other risks and uncertainties described in our most recent Annual Report on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (SEC) on March 25, 2025, and our other reports filed with the SEC, in evaluating our forward-looking statements and other risks and uncertainties that may affect Perion and its results of operations. Perion does not assume any obligation to update these forward-looking statements.
PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands
March 31,
December 31,
2025
2024
(Unaudited)
(Audited)
ASSETS
Current Assets
Cash and cash equivalents
$
150,718
$
156,228
Restricted cash
1,144
1,134
Short-term bank deposits
141,316
139,333
Marketable securities
66,448
77,774
Accounts receivable, net
151,527
164,358
Prepaid expenses and other current assets
19,551
22,638
Total Current Assets
530,704
561,465
Long-Term Assets
Property and equipment, net
9,299
8,916
Operating lease right-of-use assets
19,354
20,209
Goodwill and intangible assets, net
313,089
316,003
Deferred taxes
5,209
8,517
Other assets
615
416
Total Long-Term Assets
347,566
354,061
Total Assets
$
878,270
$
915,526
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable
$
97,708
$
122,005
Accrued expenses and other liabilities
29,473
32,848
Short-term operating lease liability
3,445
3,648
Deferred revenue
1,391
2,049
Short-term payment obligation related to acquisitions
1,762
1,300
Total Current Liabilities
133,779
161,850
Long-Term Liabilities
Long-term operating lease liability
18,152
18,654
Other long-term liabilities
10,743
12,082
Total Long-Term Liabilities
28,895
30,736
Total Liabilities
162,674
192,586
Shareholders' equity
Ordinary shares
388
391
Additional paid-in capital
528,255
527,149
Treasury shares at cost
(1,002
)
(1,002
)
Accumulated other comprehensive loss
(316
)
(215
)
Retained earnings
188,271
196,617
Total Shareholders' Equity
715,596
722,940
Total Liabilities and Shareholders' Equity
$
878,270
$
915,526
Expand
PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Three months ended
March 31,
2025
2024
(Unaudited)
(Unaudited)
Cash flows from operating activities
Net Income (loss)
$
(8,346
)
$
11,768
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
3,472
4,558
Stock-based compensation expense
7,587
5,419
Foreign currency translation
10
22
Accrued interest, net
2,914
1,738
Deferred taxes, net
3,318
(432
)
Accrued severance pay, net
(998
)
(158
)
Restructuring costs
1,322
-
Gain from sale of property and equipment
(24
)
(8
)
Net changes in operating assets and liabilities
(16,305
)
(16,010
)
Net cash provided (used in) by operating activities
$
(7,050
)
$
6,897
Cash flows from investing activities
Purchases of property and equipment, net of sales
(1,698
)
(439
)
Investment in marketable securities, net of sales
11,571
(1,935
)
Short-term deposits, net
(1,983
)
(17,689
)
Net cash provided by (used in) investing activities
$
7,890
$
(20,063
)
Cash flows from financing activities
Proceeds from exercise of stock-based compensation
17
259
Purchase of treasury stock
(6,501
)
-
Net cash provided by (used in) financing activities
$
(6,484
)
$
259
Effect of exchange rate changes on cash and cash equivalents and restricted cash
144
(79
)
Net decrease in cash and cash equivalents and restricted cash
(5,500
)
(12,986
)
Cash and cash equivalents and restricted cash at beginning of period
157,362
188,948
Cash and cash equivalents and restricted cash at end of period
$
151,862
$
175,962
Expand
PERION NETWORK LTD. AND ITS SUBSIDIARIES
In thousands (except share and per share data)
Three months ended
March 31,
2025
2024
(Unaudited)
Revenue
$
89,342
$
157,820
Traffic acquisition costs and media buy
49,681
97,619
Contribution ex-TAC
$
39,661
$
60,201
Expand
Three months ended
March 31,
2025
2024
(Unaudited)
GAAP Income (loss) from Operations
$
(13,027
)
$
8,505
Stock-based compensation expenses
7,587
5,419
Retention and other acquisition related expenses
1,878
1,796
Unusual legal costs
564
-
Amortization of acquired intangible assets
2,914
4,086
Restructuring costs
1,322
-
Depreciation
558
472
Adjusted EBITDA
$
1,796
$
20,278
Expand
PERION NETWORK LTD. AND ITS SUBSIDIARIES
In thousands (except share and per share data)
Three months ended
March 31,
2025
2024
(Unaudited)
GAAP Net Income (loss)
$
(8,346
)
$
11,768
Stock-based compensation expenses
7,587
5,419
Amortization of acquired intangible assets
2,914
4,086
Retention and other acquisition related expenses
1,878
1,796
Unusual legal costs
564
-
Restructuring costs
1,322
-
Foreign exchange losses (gains) associated with ASC-842
(361
)
(11
)
Taxes on the above items
(188
)
(498
)
Non-GAAP Net Income
$
5,370
$
22,560
Non-GAAP diluted earnings per share
$
0.11
$
0.44
Shares used in computing non-GAAP diluted earnings per share
49,056,439
50,981,658
Expand
Three months ended
March 31,
2025
2024
(Unaudited)
Net cash provided (used in) by operating activities
$
(7,050
)
$
6,897
Purchases of property and equipment, net of sales
(1,698
)
(439
)
Free cash flow
$
(8,748
)
$
6,458
Purchase of property and equipment related to our new corporate headquarter office
1,337
-
Adjusted free cash flow
$
(7,411
)
$
6,458
Expand

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Highlights Q3 FY 2025 Highlights Revenue was $130.7 million in Q3 FY 2025, an increase of $24.9 million, or 23.5%, compared to $105.8 million during the three months ended June 30, 2024 ('Q3 FY 2024'), driven by an increase of $21.0 million, or 34.1%, in Research Models and Services ("RMS") revenue and a $3.9 million, or 8.9%, increase in Discovery and Safety Assessment ("DSA") revenue. Consolidated net loss for Q3 FY 2025 was $17.6 million, or 13.5% of total revenue, compared to consolidated net loss of $26.1 million, or 24.7% of total revenue, in Q3 FY 2024. Adjusted EBITDA1 in Q3 FY 2025 was $11.6 million, or 8.9% of total revenue, compared to $0.1 million, or 0.1% of total revenue, in Q3 FY 2024. Book-to-bill ratio for Q3 FY 2025 was 1.07x for the DSA services business. DSA backlog was $134.3 million at June 30, 2025, compared to $139.4 million at June 30, 2024, and $130.8 million at March 31, 2025. YTD FY 2025 Highlights Revenue was $374.9 million in YTD FY 2025, an increase of $14.6 million, or 4.0%, compared to $360.3 million during the nine months ended June 30, 2024 ('YTD FY 2024'), driven by an increase of $13.8 million, or 6.1%, in RMS revenue and a $0.8 million, or 0.6%, increase in DSA revenue. Consolidated net loss for YTD FY 2025 was $60.1 million, or 16.0% of total revenue, compared to consolidated net loss of $90.0 million, or 25.0% of total revenue, in YTD FY 2024. Adjusted EBITDA1 in YTD FY 2025 was $22.1 million, or 5.9% of total revenue, compared to $12.8 million, or 3.6% of total revenue, in YTD FY 2024. Book-to-bill ratio for YTD FY 2025 was 1.03x for the DSA services business. 1 This is a non-GAAP financial measure. Refer to 'Note on Non-GAAP Financial Measures' in this release for further information. Recent Developments On June 2, 2025, the Securities and Exchange Commission (the "SEC") provided notice to the Company, through the Company's external counsel, that the SEC's Division of Enforcement (the 'Division') has concluded its previously disclosed investigation related to non-human primate ("NHP") importations from Asia, including importation practices in accordance with the U.S. Foreign Corrupt Practices Act and, based on the information available to the Division as of the date of its letter, the Division does not intend to recommend an enforcement action by the SEC against the Company. During Q3 FY 2025, one property previously reported as held for sale was sold. One property remains under contract to be sold and is held for sale as of June 30, 2025, in connection with our U.S. optimization plan. As previously disclosed, the Company and certain of its current and former directors and officers have been named as defendants in a putative securities class action lawsuit and two consolidated shareholder derivative lawsuits. Although no agreements have been reached, based on current negotiations with the plaintiffs, the Company has recorded a $10.0 million accrual for these lawsuits as of June 30, 2025 and a $10.0 million receivable, as the Company currently expects to recover the full amount of the accrual under its existing insurance policies. Although these amounts have been recorded to date, there can be no assurance that final agreements will be reached, on these or other terms. Final amounts payable or recoverable related to these lawsuits may be materially different than the amounts recorded, and are subject to final resolution of these lawsuits, including negotiations between the Company, the other defendants and the plaintiffs, and required approvals by all parties involved and the courts. Third Quarter Fiscal 2025 Financial Results (Three Months Ended June 30, 2025) Revenue increased 23.5% to $130.7 million in Q3 FY 2025 as compared to $105.8 million in Q3 FY 2024. The higher total revenue in Q3 FY 2025 was driven by a $21.0 million increase in RMS revenue and a $3.9 million increase in DSA revenue. The increase in RMS revenue was due primarily to increased NHP-related product and service revenue. DSA revenue increased primarily due to an increase in general toxicology services revenue, as well as an increase in biotherapeutic services revenue and medical device services revenue. Operating loss was $5.7 million in Q3 FY 2025 as compared to $20.8 million in Q3 FY 2024. The decrease in operating loss was primarily driven by a change from RMS operating loss of $7.4 million in Q3 FY 2024 to RMS operating income of $6.4 million in Q3 FY 2025, an improvement of $13.8 million. The change in RMS operating income (loss) was primarily driven by the increase in revenue discussed above and decreased operating expenses, partially offset by increased cost of services provided and cost of products sold (collectively, "cost of revenue"). The decrease in operating expenses was primarily due to the $2.0 million charge related to the Resolution Agreement and Plea Agreement with the U.S. Department of Justice (the "DOJ") that was incurred during Q3 FY 2024, which did not repeat during Q3 FY 2025. The increase in cost of revenue primarily related to increased costs associated with the increased NHP-related product and service revenue discussed above. Fiscal 2025 Financial Results (Nine Months Ended June 30, 2025) Revenue increased 4.0% to $374.9 million in YTD FY 2025 as compared to $360.3 million in YTD FY 2024. The higher total revenue was primarily driven by a $13.8 million increase in RMS revenue. The increase in RMS revenue was primarily due to higher NHP-related product and service revenue. Operating loss was $24.1 million in YTD FY 2025 as compared to $73.2 million in YTD FY 2024. The decrease in operating loss was primarily driven by a change from RMS operating loss of $33.0 million in YTD FY 2024 to RMS operating income of $16.6 million in YTD FY 2025, an improvement of $49.6 million. The change in RMS operating income (loss) was primarily due to the $28.5 million charge related to the Resolution Agreement and Plea Agreement that was incurred during YTD FY 2024, which did not repeat during YTD FY 2025, the increase in RMS revenue discussed above and the $7.6 million settlement payment we received from Freese and Nichols Inc. ("FNI") during YTD FY 2025. Cash and cash equivalents was $6.2 million at June 30, 2025, compared to $21.4 million at September 30, 2024. Cash used in operating activities was $24.8 million for YTD FY 2025 compared to $4.4 million of cash used in operating activities for YTD FY 2024. For YTD FY 2025, capital expenditures totaled $13.9 million compared to $17.0 million for YTD FY 2024. Total debt, net of debt issuance costs, as of June 30, 2025, was $396.5 million compared to $393.3 million on September 30, 2024. As of June 30, 2025, there were no borrowings on the Company's $15.0 million revolving credit facility. Recently, the Company has requested a draw of $3.0 million on its revolving credit facility. Webcast and Conference Call Management will host a conference call on Wednesday, August 6, 2025, at 4:30 pm ET to discuss third fiscal quarter of 2025 parties may participate in the call by dialing: (800) 245-3047 (Domestic) (203) 518-9765(International) "INOTIV" (Conference ID) The live conference call webcast will be accessible in the Investors section of the Company's web site and directly via the following link: For those who cannot listen to the live broadcast, an online replay will be available in the Investors section of Inotiv's web site at: Note on Non-GAAP Financial Measures 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 and nine months ended June 30, 2025 and 2024 and selected business segment information for those periods. Adjusted EBITDA as reported herein refers to a financial measure that excludes from consolidated net loss statements of operations line items interest expense, net and income tax benefit, as well as non-cash charges for depreciation and amortization, stock compensation expense, startup costs, restructuring costs, unrealized foreign exchange (gain) loss, amortization of inventory step up, loss (gain) on disposition of assets, amounts received from the legal settlement with FNI, other unusual, third party costs and the charge in connection with the Resolution Agreement and Plea Agreement. The adjusted business segment information excludes from operating loss and unallocated corporate operating expenses for these same expenses. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this press release. 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 condensed 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. About the Company 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 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. Further information about Inotiv can be found here: This release contains forward-looking statements that are subject to risks and uncertainties including, but 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) market and company-specific impacts of NHP supply and demand matters; (v) compliance with the Resolution Agreement and Plea Agreement and the expected impacts on the Company related to the compliance plan and compliance monitor, and the expected amounts, timing and expense treatment of cash payments and other investments thereunder; (vi) our ability to service our outstanding indebtedness and to comply or regain compliance with financial covenants, including those established by the Seventh Amendment to our Credit Agreement; (vii) our current and forecasted cash position; (viii) our ability to make capital expenditures, fund our operations and satisfy our obligations; (ix) our ability to manage recurring and unusual costs; (x) our ability to execute on and realize the expected benefits related to our restructuring and site optimization plans; (xi) our expectations regarding the volume of new bookings, pre-sales, pricing, cost savings initiatives, expansion of services, operating income or losses and liquidity; (xii) our ability to effectively fill the recent expanded capacity or any future expansion or acquisition initiatives undertaken by us; (xiii) our ability to develop and build infrastructure and teams to manage growth and projects; (xiv) our ability to continue to retain and hire key talent; (xv) our ability to market our services and products under our corporate name and relevant brand names; (xvi) our ability to develop new services and products; (xvii) our ability to negotiate amendments to the Credit Agreement or obtain waivers related to the financial covenants defined within the Credit Agreement; (xviii) the potential outcome of litigation against us, including any settlement and amounts accrued or recoverable; and (xix) the impact of macroeconomic factors, including but not limited to tariffs, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission. Further discussion of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in our Annual Report on Form 10-K as filed on December 4, 2024, as well as other filings we make with the Securities and Exchange Commission. Company Contact Investor Relations Inotiv, Inc. LifeSci Advisors Beth A. Taylor, Chief Financial Officer Steve Halper (765) 497-8381 (646) 876-6455 shalper@ CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share amounts)(unaudited) Three Months EndedJune 30, Nine Months EndedJune 30, 2025 2024 2025 2024 Service revenue $ 59,579 $ 54,364 $ 169,264 $ 165,188 Product revenue 71,104 51,422 205,618 195,134 Total revenue $ 130,683 $ 105,786 $ 374,882 $ 360,322 Costs and expenses: Cost of services provided (excluding depreciation and amortization of intangible assets) 42,983 39,622 125,719 117,362 Cost of products sold (excluding depreciation and amortization of intangible assets) 53,778 45,083 161,212 161,728 Selling 5,530 5,030 15,745 15,781 General and administrative 17,879 16,782 54,183 56,505 Depreciation and amortization of intangible assets 13,985 14,119 41,988 42,524 Other operating expense 2,203 5,902 155 39,661 Operating loss $ (5,675 ) $ (20,752 ) $ (24,120 ) $ (73,239 ) Other (expense) income: Interest expense, net (13,606 ) (12,116 ) (40,890 ) (34,568 ) Other income (expense) 519 (82 ) 464 1,092 Loss before income taxes $ (18,762 ) $ (32,950 ) $ (64,546 ) $ (106,715 ) Income tax benefit 1,185 6,863 4,473 16,721 Consolidated net loss $ (17,577 ) $ (26,087 ) $ (60,073 ) $ (89,994 ) Less: Net loss attributable to noncontrolling interests — — — (440 ) Net loss attributable to common shareholders $ (17,577 ) $ (26,087 ) $ (60,073 ) $ (89,554 ) Loss per common share Net loss attributable to common shareholders: Basic $ (0.51 ) $ (1.00 ) $ (1.89 ) $ (3.46 ) Diluted $ (0.51 ) $ (1.00 ) $ (1.89 ) $ (3.46 ) Weighted-average number of common shares outstanding: Basic 34,353 25,993 31,811 25,862 Diluted 34,353 25,993 31,811 25,862 INOTIV, CONSOLIDATED BALANCE SHEETS(in thousands, except share amounts) June 30, September 30, 2025 2024 Assets Current assets: Cash and cash equivalents $ 6,215 $ 21,432 Trade receivables and contract assets, net of allowances for credit losses of $6,445 and $6,931, respectively 78,745 73,560 Inventories, net 45,074 18,173 Prepaid expenses and other current assets 43,535 50,248 Assets held for sale 2,016 — Total current assets 175,585 163,413 Property and equipment, net 182,335 188,328 Operating lease right-of-use assets, net 44,930 49,165 Goodwill 94,286 94,286 Other intangible assets, net 248,930 274,396 Other assets 13,671 11,773 Total assets $ 759,737 $ 781,361 Liabilities and shareholders' equity Current liabilities: Accounts payable $ 45,373 $ 33,526 Accrued expenses and other current liabilities 35,921 28,218 Fees invoiced in advance 40,251 41,986 Current portion of long-term operating lease 8,845 11,774 Current portion of long-term debt 6,206 3,538 Total current liabilities 136,596 119,042 Long-term operating leases, net 40,085 40,010 Long-term debt, less current portion, net of debt issuance costs 390,336 389,801 Other long-term liabilities 27,566 34,963 Deferred tax liabilities, net 21,369 27,041 Total liabilities 615,952 610,857 Shareholders' equity: Common shares, no par value: Authorized 74,000,000 shares at June 30, 2025 and at September 30, 2024; 34,354,251 issued and outstanding at June 30, 2025 and 26,015,129 at September 30, 2024 8,550 6,466 Additional paid-in capital 754,723 724,789 Accumulated deficit (622,261 ) (562,163 ) Accumulated other comprehensive income 2,773 1,412 Total equity 143,785 170,504 Total liabilities and shareholders' equity $ 759,737 $ 781,361 INOTIV, CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(unaudited) Nine Months EndedJune 30, 2025 2024 Operating activities: Consolidated net loss $ (60,073 ) $ (89,994 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 41,988 42,524 Employee stock compensation expense 4,644 5,118 Changes in deferred taxes (5,835 ) (17,407 ) Provision for expected credit losses (451 ) (1,282 ) Amortization of debt issuance costs and original issue discount 3,862 2,575 Non-cash interest and accretion expense 9,176 5,553 Other non-cash operating activities 1,083 (711 ) Changes in operating assets and liabilities: Trade receivables and contract assets (4,338 ) 24,876 Inventories (26,846 ) 17,520 Prepaid expenses and other current assets 6,877 942 Operating lease right-of-use assets and liabilities, net 1,382 1,092 Accounts payable 11,384 (4,931 ) Accrued expenses and other current liabilities 3,340 2,254 Fees invoiced in advance (1,868 ) (17,017 ) Other asset and liabilities, net (9,085 ) 24,455 Net cash used in operating activities (24,760 ) (4,433 ) Investing activities: Capital expenditures (13,938 ) (17,015 ) Proceeds from sale of property and equipment 1,522 5,432 Net cash used in investing activities (12,416 ) (11,583 ) Financing activities: Payments on revolving credit facility (20,000 ) — Payments on senior term notes and delayed draw term loans (4,254 ) (2,073 ) Borrowings on revolving credit facility 20,000 — Issuance of common shares 27,524 — Other financing activities, net (1,187 ) (2,816 ) Net cash provided by (used in) financing activities 22,083 (4,889 ) Effect of exchange rate changes on cash and cash equivalents (124 ) (153 ) Net decrease in cash and cash equivalents (15,217 ) (21,058 ) Cash and cash equivalents at beginning of period 21,432 35,492 Cash and cash equivalents at end of period $ 6,215 $ 14,434 Supplemental disclosure of cash flow information: Cash paid for interest 30,950 $ 27,398 Income taxes paid, net 714 $ 1,517 INOTIV, OF GAAP TO NON-GAAPSELECT BUSINESS SEGMENT INFORMATION(In thousands)(Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 DSA Revenue 48,150 44,219 136,304 135,548 Operating income 2,149 2,325 4,039 6,771 Operating income as a % of total revenue 1.6 % 2.2 % 1.1 % 1.9 % Add back: Depreciation and amortization 4,444 4,488 13,543 13,260 Restructuring costs (1) — 205 — 341 Startup costs (2) 591 772 1,708 2,569 Total non-GAAP adjustments to operating income 5,035 5,465 15,251 16,170 Non-GAAP operating income 7,184 7,790 19,290 22,941 Non-GAAP operating income as a % of DSA revenue 14.9 % 17.6 % 14.2 % 16.9 % Non-GAAP operating income as a % of total revenue 5.5 % 7.4 % 5.1 % 6.4 % RMS Revenue 82,533 61,567 238,578 224,774 Operating income (loss) 6,378 (7,447 ) 16,625 (32,973 ) Operating income (loss) as a % of total revenue 4.9 % (7.0 %) 4.4 % (9.2 %) Add back: Depreciation and amortization 9,365 9,401 27,953 28,781 Restructuring costs (1) 145 252 1,378 2,518 Amortization of inventory step up — 49 — 209 Legal Settlement (3) — — (7,550 ) — Other unusual, third party costs (4) 966 2,270 3,444 4,628 Resolution Agreement and Plea Agreement — 2,000 — 28,500 Total non-GAAP adjustments to operating income (loss) 10,476 13,972 25,225 64,636 Non-GAAP operating income 16,854 6,525 41,850 31,663 Non-GAAP operating income as a % of RMS revenue 20.4 % 10.6 % 17.5 % 14.1 % Non-GAAP operating income as a % of total revenue 12.9 % 6.2 % 11.2 % 8.8 % Unallocated Corporate Operating Loss (14,202 ) (15,630 ) (44,784 ) (47,037 ) Unallocated corporate operating loss as a % of total revenue (10.9) % (14.8) % (11.9) % (13.1) % Add back: Depreciation and amortization 176 230 492 483 Stock compensation expense 1,439 1,337 4,644 5,118 Acquisition and integration costs — — — 70 Total non-GAAP adjustments to operating loss 1,615 1,567 5,136 5,671 Non-GAAP operating loss (12,587 ) (14,063 ) (39,648 ) (41,366 ) Non-GAAP operating loss as a % of total revenue (9.6) % (13.3) % (10.6) % (11.5) % Total Revenue 130,683 105,786 374,882 360,322 Operating loss (5,675 ) (20,752 ) (24,120 ) (73,239 ) Operating loss as a % of total revenue (4.3) % (19.6) % (6.4) % (20.3) % Add back: Depreciation and amortization 13,985 14,119 41,988 42,524 Stock compensation expense 1,439 1,337 4,644 5,118 Restructuring costs (1) 145 457 1,378 2,859 Acquisition and integration costs — — — 70 Amortization of inventory step up — 49 — 209 Startup costs (2) 591 772 1,708 2,569 Legal Settlement (3) — — (7,550 ) — Other unusual, third party costs (4) 966 2,270 3,444 4,628 Resolution Agreement and Plea Agreement (5) — 2,000 — 28,500 Total non-GAAP adjustments to operating loss 17,126 21,004 45,612 86,477 Non-GAAP operating income 11,451 252 21,492 13,238 Non-GAAP operating income as a % of total revenue 8.8 % 0.2 % 5.7 % 3.7 % Adjustments to certain GAAP reported measures for the three and nine months ended June 30, 2025 and 2024 include, but are not limited to, the following: (1) For the three and nine months ended June 30, 2025, primarily represents non-cash impairment charges incurred in connection with the exit of multiple sites. For the three and nine months ended June 30, 2024, primarily represents costs incurred in connection with the exit of multiple sites and the enablement of the in-house integration of Inotiv's North American transportation operations.(2) For the three and nine months ended June 30, 2025 and 2024, primarily represents costs related to the development and initiation of new service offerings that are not yet revenue generating for the respective periods.(3) For the nine months ended June 30, 2025, represents the settlement payment we received from FNI.(4) For the three and nine months ended June 30, 2025, primarily represents third party and legal costs incurred in connection with the Resolution Agreement and Plea Agreement and fees incurred in connection with the FNI settlement discussed above. For the three and nine months ended June 30, 2024, primarily represents legal costs incurred in connection with the DOJ investigation and certain remediation costs. (5) For the three and nine months ended June 30, 2024, represents a charge related to the Resolution Agreement and Plea Agreement related to the DOJ investigation. INOTIV, OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA(In thousands)(Unaudited) Three Months EndedJune 30, Nine Months EndedJune 30, 2025 2024 2025 2024 GAAP Consolidated Net Loss $ (17,577 ) $ (26,087 ) $ (60,073 ) $ (89,994 ) Adjustments Interest expense, net 13,606 12,116 40,890 34,568 Income tax benefit (1,185 ) (6,863 ) (4,473 ) (16,721 ) Depreciation and amortization 13,985 14,119 41,988 42,524 Stock compensation expense 1,439 1,337 4,644 5,118 Startup costs (1) 591 772 1,708 2,569 Restructuring costs (2) 145 457 1,378 2,859 Unrealized foreign exchange (gain) loss (527 ) 33 (43 ) (576 ) Amortization of inventory step up — 49 — 209 Loss (gain) on disposition of assets 133 (79 ) 230 (938 ) Legal Settlement (3) — — (7,550 ) — Other unusual, third party costs (4) 966 2,270 3,444 4,698 Resolution Agreement and Plea Agreement (5) — 2,000 — 28,500 Adjusted EBITDA $ 11,576 $ 124 $ 22,143 $ 12,816 GAAP consolidated net loss as a percent of total revenue (13.5 )% (24.7 )% (16.0 )% (25.0 )% Adjustments as a percent of total revenue 22.3 % 24.8 % 21.9 % 28.5 % Adjusted EBITDA as a percent of total revenue 8.9 % 0.1 % 5.9 % 3.6 % Adjustments to certain GAAP reported measures for the three and nine months ended June 30, 2025 and 2024 include, but are not limited to, the following: (1) For the three and nine months ended June 30, 2025 and 2024, primarily represents costs related to the development and initiation of new service offerings that are not yet revenue generating for the respective periods.(2) For the three and nine months ended June 30, 2025, primarily represents non-cash impairment charges incurred in connection with the exit of multiple sites. For the three and nine months ended June 30, 2024, primarily represents costs incurred in connection with the exit of multiple sites and the enablement of the in-house integration of Inotiv's North American transportation operations.(3) For the nine months ended June 30, 2025, represents the settlement payment we received from FNI.(4) For the three and nine months ended June 30, 2025, primarily represents third party and legal costs incurred in connection with the Resolution Agreement and Plea Agreement and fees incurred in connection with the FNI settlement discussed above. For the three and nine months ended June 30, 2024, primarily represents legal costs incurred in connection with the DOJ investigation and certain remediation costs. (5) For the three and nine months ended June 30, 2024, represents a charge related to the Resolution Agreement and Plea Agreement related to the DOJ in to access your portfolio