INCOME TAXES

12 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The components of loss before income taxes are presented below:

	Fiscal Year Ended September 30,
	2024		2023
Loss before income taxes:
U.S.	$	(135,913)	$	(121,245)
Non-U.S.	5,153		(2,997)
Total loss before income taxes	$	(130,760)	$	(124,242)

Significant components of the benefit for income taxes are presented below:

	Fiscal Year Ended September 30,
	2024		2023
Current:
Federal	$	198	$	4,490
State and local	5		967
Foreign	1,193		944
Deferred:
Federal	(18,954)		(20,560)
State and local	(4,019)		(4,807)
Foreign	(298)		(374)
Income tax benefit	$	(21,875)	$	(19,340)

The effective income tax rate on continuing operations varied from the statutory federal income tax rate as follows:

	Fiscal Year Ended September 30,
	2024		2023
Federal statutory income tax rate	21.0	%	21.0	%
Increases (decreases):
State and local income taxes, net of Federal tax benefit, if applicable	3.2	%	3.3	%
Goodwill	—	%	(3.5)	%
Impact of foreign operations	(1.2)	%	(0.3)	%
Sale of Israeli businesses	—	%	(0.8)	%
Fines and penalties	(4.6)	%	—	%
Other	(0.8)	%	1.1	%
Valuation allowance changes	(0.9)	%	(5.2)	%
Effective income tax rate	16.7	%	15.6	%

Significant components of our deferred tax assets and liabilities are presented below as of the Company's fiscal year-end:

	September 30, 2024		September 30, 2023
Deferred tax assets:
Inventory	$	1,009	$	2,792
Allowance for credit losses	1,676		1,487
Domestic net operating loss carryforwards	16,343		8,813
Foreign net operating loss carryforwards	10,170		11,302
Foreign tax credit carryforwards	3,861		2,811
Capital loss carryforward	1,870		1,693
Stock compensation expense	3,017		3,059
Business Interest Limitation	19,948		10,615
Lease liabilities	12,450		9,878
Goodwill	7,739		9,468
Other	194		1,271
Total deferred tax assets	78,277		63,189
Deferred tax liabilities:
Prepaid expenses	(333)		(643)
Lease ROU assets	(12,123)		(9,511)
Accreted interest on convertible debt	(5,240)		(7,170)
Basis difference for property and equipment	(13,374)		(12,689)
Basis difference for intangible assets	(56,041)		(66,865)
Total deferred tax liabilities	(87,111)		(96,878)
Total net deferred tax liabilities	(8,834)		(33,689)
Valuation allowance for net deferred tax assets	(18,207)		(16,375)
Net deferred tax liabilities	$	(27,041)	$	(50,064)

U.S. GAAP requires that valuation allowances should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. The Company assesses its deferred income taxes to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

The Company’s U.S. tax reporting group has a cumulative three-year loss. The valuation allowance related to the Company’s U.S. tax reporting group as of September 30, 2024 and 2023 was $7,114 and $4,618, respectively, and the valuation allowance related to the Company's non-U.S. entities was $11,093 and $11,757, respectively, as the Company does not believe that certain deferred tax assets will be realized in the foreseeable future. Payments made in fiscal years 2024 and 2023 for income taxes, net of refunds, amounted to $1,843 and $7,146, respectively.

The Company’s non-U.S. subsidiaries’ except the Deemed Repatriated Entities (as defined below) cumulative undistributed earnings, projected as of September 30, 2024, are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or withholding taxes has been made in the accompanying consolidated financial statements. The Company’s intent regarding repatriation of retained earnings at certain non-U.S. subsidiaries, Envigo RMS Sarl, Envigo RMS GmbH, and Envigo RMS, S.L. (collectively, “Deemed Repatriated Entities”), is primarily

driven from a change in our transfer pricing policy and reduction in operational needs at each of the Deemed Repatriated Entities. Further, a determination of the unrecognized deferred tax liability for the amount indefinitely reinvested is not practicable due to the complexities in the tax laws and assumptions we would have to make. Therefore, no deferred tax related to these provisions has been recorded as of September 30, 2024. Each of the countries associated to the Deemed Repatriated Entities (France, Germany and Spain) are members to a tax treaty with the United States. As no withholding tax is expected to be incurred upon repatriation, no deferred tax has been recorded as of September 30, 2024.

At September 30, 2024, the Company had domestic net operating loss carryforwards for federal tax purposes of $52,194, all of which may be carried forward indefinitely. State and local loss carryforwards totaled approximately $108,067. The majority expire from September 30, 2028 through 2044; however, approximately $31,365 may be carried forward indefinitely, as they relate to states conforming to the provisions of the Tax Cuts and Jobs Act which allowed for an indefinite carryforward period of losses generated after December 31, 2017. The Company had non-U.S. net operating loss carryforwards of $41,644, which have been fully offset by valuation allowance. These losses may be carried forward indefinitely.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon regulatory examination based on the technical merits of the position. The amount of the benefit for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position. As of September 30, 2024, there were no material uncertain tax positions based on any federal or state tax position. In fiscal year 2022, the Company established an uncertain tax position of $1,861 in accordance with ASC 805-740 to directly offset acquired foreign net operating losses of $2,222 within the foreign net deferred tax liability. The position was settled during fiscal year 2023.

The Company is no longer subject to U.S. Federal tax examinations for years before 2020 or state and local for years before 2019, with limited exceptions. For federal purposes, the tax attributes carried forward could be adjusted through the examination process and are subject to examination 3 years from the date of utilization.