Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 19, 2017 | Mar. 31, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 1,133,062 | ||
Document Type | 10-K | ||
Trading Symbol | JANL | ||
Current Fiscal Year End Date | --09-30 | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2017 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 553,951 | ||
Entity Public Float | $ 1,661,196 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 987,848 | $ 965,115 |
Accounts receivable, net of allowance for doubtful accounts of $169,000 and $230,000, respectively | 14,350,462 | 12,353,582 |
Inventory | 349,813 | 356,875 |
Prepaid expenses and sundry current assets | 324,745 | 233,716 |
Total current assets | 16,012,868 | 13,909,288 |
PROPERTY AND EQUIPMENT, NET | 392,827 | 287,391 |
OTHER ASSETS | ||
Intangible assets, net (Note 4) | 11,848,598 | 12,373,266 |
Goodwill | 7,745,895 | 8,443,477 |
Deferred income taxes | 1,781,792 | 844,977 |
Security deposits | 115,493 | 99,658 |
Total other assets | 21,491,778 | 21,761,378 |
Total assets | 37,897,473 | 35,958,057 |
CURRENT LIABILITIES | ||
Notes payable - banks (Note 5) | 6,138,537 | 6,498,403 |
Note payable - related party, net of imputed interest (Note 6) | 500,000 | 500,000 |
Accounts payable - trade | 12,693,051 | 9,298,029 |
Accrued expenses and other current liabilities | 1,532,845 | 1,254,926 |
Dividends payable | 1,125,291 | 623,077 |
Current portion of long-term debt | 857,148 | 857,148 |
Total current liabilities | 22,846,872 | 19,031,583 |
OTHER LIABILTIES | ||
Long-term debt (Note 5) | 3,003,392 | 4,616,540 |
Long-term debt - related party, net of imputed interest (Note 6) | 471,108 | |
Deferred compensation | 78,568 | 78,568 |
Total other liabilities | 3,081,960 | 5,166,216 |
Total liabilities | 25,928,832 | 24,197,799 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 573,951 shares issued and 553,951 and 573,951 shares outstanding as of September 30, 2017 and 2016, respectively | 574 | 574 |
Paid-in capital | 12,349,422 | 12,525,227 |
Treasury stock, at cost 20,000 shares (Note 8) | (240,000) | 0 |
Accumulated deficit | (1,250,701) | (1,766,805) |
Total Janel Corporation stockholders' equity | 10,859,331 | 10,759,032 |
Non-controlling interest | 1,109,310 | 1,001,226 |
Total stockholders' equity | 11,968,641 | 11,760,258 |
Total liabilities and stockholders' equity | 37,897,473 | 35,958,057 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value, issued | 15 | 15 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value, issued | 1 | 1 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value, issued | $ 20 | $ 20 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Allowance for doubtful accounts (in dollars) | $ 169,000 | $ 230,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,500,000 | 4,500,000 |
Common stock, shares issued | 573,951 | 573,951 |
Common stock, shares outstanding | 553,951 | 573,951 |
Treasury Stock, Shares | 20,000 | 20,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,700 | 5,700 |
Preferred Stock, Shares Issued | 1,271 | 1,271 |
Preferred stock, shares outstanding | 1,271 | 1,271 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 14,205 | 14,205 |
Preferred stock, shares outstanding | 14,205 | 14,205 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | ||
Global logistics services | $ 69,489,876 | $ 70,596,132 |
Manufacturing | 8,283,721 | 4,740,671 |
TOTAL REVENUES | 77,773,597 | 75,336,803 |
COST AND EXPENSES | ||
Forwarding expenses | 56,041,841 | 57,447,117 |
Cost of revenues - manufacturing | 3,706,669 | 2,092,026 |
Selling, general and administrative | 15,179,359 | 13,156,087 |
Amortization of intangible assets | 765,996 | 594,581 |
TOTAL COSTS AND EXPENSES | 75,693,865 | 73,289,811 |
INCOME FROM OPERATIONS | 2,079,732 | 2,046,992 |
OTHER ITEMS | ||
Interest expense, net of interest income | (789,581) | (674,576) |
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 1,290,151 | 1,372,416 |
Income taxes (expense) benefit (Note 11) | (518,630) | 2,108,660 |
NET INCOME FROM CONTINUING OPERATIONS | 771,521 | 3,481,076 |
Loss from discontinued operations, net of tax (Note 7) | (147,333) | (202,340) |
NET INCOME | 624,188 | 3,278,736 |
Less: net income attributable to non-controlling interests | (108,084) | (82,978) |
NET INCOME ATTRIBUTABLE TO JANEL CORPORATION STOCK HOLDERS | 516,104 | 3,195,758 |
Preferred stock dividends (Note 8) | (517,214) | (395,189) |
NET INCOME AVAILABLE TO COMMON STOCK HOLDERS | $ (1,110) | $ 2,800,569 |
Income per share from continuing operations attributable to common stockholders: | ||
Basic (in dollars per share) | $ 1.37 | $ 6.07 |
Diluted (in dollars per share) | .95 | 5.56 |
Loss per share from discontinued operations attributable to common stockholders: | ||
Basic (in dollars per share) | (0.26) | (0.35) |
Diluted (in dollars per share) | (.18) | (.32) |
Net income per share attributable to common stockholders: | ||
Basic (in dollars per share) | 0 | 4.88 |
Diluted (in dollars per share) | $ 0 | $ 4.47 |
Basic weighted average number of shares outstanding (in shares) | 563,951 | 573,951 |
Diluted weighted average number of shares outstanding (in shares) | 696,092 | 625,997 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit[Member] | Parent [Member] | Non-controlling Interests [Member] | Total |
Balance at Sep. 30, 2015 | $ 27 | $ 574 | $ 8,435,667 | $ (4,962,563) | $ 3,473,705 | $ 3,473,705 | ||
Balance (in Shares) at Sep. 30, 2015 | 26,771 | 573,951 | ||||||
Acquisition of non-controlling interest | $ 918,248 | 918,248 | ||||||
Net income (loss) | 3,195,758 | 3,195,758 | 82,978 | 3,278,736 | ||||
Dividends to preferred stockholders | (395,189) | (395,189) | (395,189) | |||||
Stock-based compensation | 132,095 | 132,095 | 132,095 | |||||
Preferred Stock Issuance | $ 9 | 4,352,654 | 4,352,663 | 4,352,663 | ||||
Preferred Stock Issuance (in shares) | 8,705 | |||||||
Balance at Sep. 30, 2016 | $ 36 | $ 574 | 12,525,227 | (1,766,805) | 10,759,032 | 1,001,226 | 11,760,258 | |
Balance (in Shares) at Sep. 30, 2016 | 35,476 | 573,951 | ||||||
Net income (loss) | 516,104 | 516,104 | 108,084 | 624,188 | ||||
Dividends to preferred stockholders | (517,214) | (517,214) | (517,214) | |||||
Stock-based compensation | 341,409 | 341,409 | 341,409 | |||||
Treasury stock acquired | $ (240,000) | (240,000) | (240,000) | |||||
Treasury stock acquired (in shares) | 20,000 | |||||||
Balance at Sep. 30, 2017 | $ 36 | $ 574 | $ 12,349,422 | $ (240,000) | $ (1,250,701) | $ 10,859,331 | $ 1,109,310 | $ 11,968,641 |
Balance (in Shares) at Sep. 30, 2017 | 35,476 | 573,951 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 624,188 | $ 3,278,736 |
Plus (loss) from discontinued operations | 147,333 | 202,340 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Bad debt expense | 193,032 | 4,156 |
Depreciation | 112,927 | 84,618 |
Deferred income tax | 419,148 | (2,595,000) |
Amortization of intangible assets | 765,996 | 594,581 |
Amortization of imputed interest | 28,892 | 56,309 |
Amortization of loan cost | 10,000 | |
Stock based compensation | 341,409 | 132,095 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,891,109) | 1,347,740 |
Inventory | 7,062 | 15,337 |
Prepaid expenses and sundry current assets | (91,029) | 76,325 |
Accounts payable and accrued expenses | 2,593,815 | (1,922,810) |
Security deposits | (559) | 3,600 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 3,261,105 | 1,278,027 |
NET CASH USED IN DISCONTINUED OPERATIONS | (72,983) | (202,340) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 3,188,122 | 1,075,687 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (218,363) | (139,467) |
Cash acquired from acquisition | 115,986 | |
Acquisition of subsidiary | (100,000) | (10,734,663) |
NET CASH USED IN INVESTING ACTIVITIES | (202,377) | (10,874,130) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid | (15,000) | (15,000) |
Proceeds (payments) from bank loans | (1,613,148) | 6,033,147 |
Proceeds from sale of preferred series C shares | 4,352,663 | |
Repayment of notes payable | (594,864) | |
Repayment of notes payable - related party | (500,000) | (500,000) |
Treasury stock acquisition | (240,000) | |
Loan Cost | (50,000) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (2,963,012) | 9,820,810 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 22,733 | 22,367 |
CASH AND CASH EQUIVALENTS, beginning of the year | 965,115 | 942,748 |
CASH AND CASH EQUIVALENTS, end of year | 987,848 | 965,115 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | 594,012 | |
Income taxes | 114,207 | |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | 502,214 | 380,189 |
Intangible assets acquired | $ 898,391 | $ 12,102,838 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Business description Janel Corporation and Subsidiaries ("the Company" or "Janel") operates its business as two distinct segments: Global Logistics Services and Manufacturing. The Company's Global Logistics Services segment comprises several wholly-owned subsidiaries, collectively known as "Janel Group." Janel Group provides full-service cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers, customs brokerage services, warehousing and distribution services, and other value-added logistics services. In September 2014, the Company purchased the equity of Alpha International, LP and PCL Transport, LLC ("Alpha/PCL"), both global logistics services companies. Approximately one year later, it purchased the equity of Liberty International, Inc. ("Liberty"). On March 21, 2016, the Company purchased Indco, Inc. ("Indco"). Indco comprises the Company's Manufacturing business segment. Indco manufactures and distributes custom-designed industrial mixing equipment and apparatus for specific applications within various industries. The customer base comprises small- to mid-sized businesses as well as repetitive production orders for other larger customers. The Company acquired Indco in order to diversify cash flow streams. On April 1, 2017, the Company purchased W.J. Byrnes & Co. ("Byrnes"), a global logistics services provider with five U.S. locations. Alpha/PCL, Liberty and Byrnes, along with the legacy Janel Group, comprise Janel Corporation's Global Logistics Services segment. Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, which is majority 91.65% owned with a non-controlling interest held by existing Indco management. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. As of September 30, 2017 and 2016, there were no cash equivalents. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. Accounts receivable and allowance for doubtful accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. Inventory Inventory is stated at the lower of cost (first-in, first-out method) or market. Market is determined by net realizable value. Finished goods are shipped upon completion of assembly. Therefore, no finished goods were on hand as of September 30, 2017. Property and equipment and depreciation policy Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. Business segment information The Company operates as two reportable segments: Global Logistics Services and Manufacturing. Revenues and revenue recognition Global Logistics Services Revenues are derived from customs brokerage services and from freight forwarding services. Customs brokerage services include activities required for the clearance of shipments through government customs regimes, such as preparing required documentation, calculating and providing for payment of duties and other charges on behalf of customers, arranging required inspections, and arranging final delivery. Revenues are recognized upon completion of the services. Freight forwarding may require multiple services, including long-distance shipment via air, ocean or ground assets, destination handling ("break bulk"), warehousing, distribution and other logistics management activities. As an asset-light business, Janel Group owns none of the assets by which it fulfills its customers' logistics needs. Rather, it purchases the services its customers need from asset owners, such as airlines and steamship lines, and resells them. By consolidating shipments from multiple customers, Janel Group can negotiate terms of service with asset owners that are more favorable than those the customers could negotiate themselves. In the case of ocean and air freight movements, Janel Group may negotiate a contract of carriage, the terms of which determine when revenue is recognized. For movements by ground, revenue generally is recognized at the time of cargo tender to the vendor. For other activities, such as warehousing and distribution services, revenue is recognized upon completion of the service. Customers will frequently request an all-inclusive, or "door-to-door," rate for a set of services. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of services when provided under an all-inclusive rate are done in an objective manner on a fair value basis in accordance with Accounting Standards Codification ("ASC") 605-25, Multiple-Element Arrangements. Manufacturing Revenues are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Payments are made by either credit card acceptance or invoice billing by the company. A significant portion of sales comes from its print- and web-based catalog and specification features. Such online sales are generally credit card purchases. Revenue is recognized when its products are shipped and risk of loss transfers to the carrier(s) used. Income per common share Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding, excluding unvested restricted stock, during the period. Diluted net income (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or warrants or the vesting of restricted stock units. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net earnings (loss) per share when their effect is anti-dilutive. Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. Comprehensive income Comprehensive income encompasses all changes in stockholders' equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2017 and 2016, there was no accumulated other comprehensive income. Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The Company has no material uncertain tax positions for any of the reporting periods presented. The tax years September 30, 2014 through 2017 are still open for potential audit. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Goodwill The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually (on September 30) as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company's individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. As of September 30, 2017 and 2016, the fair value of our reporting unit was in excess of carrying value and goodwill was not deemed to be impaired. Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset's recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. There were no indicators of impairment of long-lived assets during the years ended September 30, 2017 and 2016. Fair value measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no financial instruments measured at fair value as of September 30, 2017 and 2016. Deferred compensation Deferred compensation of $78,568 represents compensation due to an employee of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992. Rental expense Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2017 amounted to $4,150 and represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities. Deferred rent payable as of September 30, 2016 was $15,911. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09 , Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2 ACQUISITIONS (A) INDCO, INC. On March 21, 2016, the Company executed and closed a Stock Purchase Agreement (the "Indco Purchase Agreement") for the purchase by the Company of the outstanding common stock of Indco (the "Indco Shares"), representing approximately 91.65% of the beneficial ownership of Indco. The remaining 8.35% ownership of Indco was retained by existing Indco management. Under the terms of the Indco Purchase Agreement, the purchase price for the Indco Shares was $11,000,000, subject to certain closing adjustments and customary indemnifications, representations and warranties which amount was paid at closing in cash. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. Adjustment to purchase price allocation During the fiscal year ended September 30, 2017, the Company realized that in the consolidated financial statements for the fiscal year ended September 30, 2016, filed with the Securities and Exchange Commission ("SEC"), the Company incorrectly included approximately $1.4 million of deferred tax liabilities on Indco's books in the purchase price allocation. The result is that both goodwill and the deferred tax liability should have been approximately $1.4 million lower. The Company debited the deferred tax liability and credited goodwill for approximately $1.4 million to correct the error during the year ended September 30, 2017. Since the deferred tax liability is netted against the deferred tax asset on the consolidated statement of financial condition, the approximately $1.4 million adjustment represents an equal adjustment to two line items (goodwill and deferred income taxes) solely on the asset side of the balance sheet. Therefore, the adjustment had no effect on total assets, no effect on total stockholders' equity and no effect on its operating results. In accordance with the SEC's Staff Accounting Bulletin No. 99 ("SAB 99"), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting periods affected. Therefore, as permitted by SAB 99, the Company corrected, in the current filing, the consolidated statement of financial condition as of September 30, 2017. The assets acquired and liabilities assumed as part of the acquisition of Indco were recognized at their fair values as of the effective acquisition date, March 1, 2016. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Fair Value Cash $ 377,653 Accounts receivable, net 620,632 Inventory 372,212 Prepaid expenses and other current assets 109,333 Fixed assets 155,050 Accounts payable and other liabilities (334,239 ) Note Payable (related party) (129,258 ) Customer relationships & other intangibles 7,700,000 Goodwill 3,046,875 Non-controlling nterest (918,258 ) Purchase price $ 11,000,000 (B) W.J. BYRNES & CO., INC. On April 1, 2017, the Company executed and closed a Stock Purchase Agreement (the "Byrnes Purchase Agreement") for the purchase by the Company of 100% of the outstanding common stock (the "Byrnes Shares") of W.J. Byrnes & Co., a global logistics services provider with five U.S. locations. Under the terms of the Byrnes Purchase Agreement, the purchase price for the Byrnes Shares was $100,000 in cash, paid at the closing, plus the assumption of Byrnes' net liabilities, subject to certain closing adjustments and customary indemnifications, representations and warranties. W.J. Byrnes & Co. was determined not to be a significant subsidiary of the Company. The Byrnes acquisition expands the domestic network of the Company's Global Logistics Services segment. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values, as of the effective acquisition date, April 1, 2017. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Fair Value Cash $ 115,986 Accounts receivable, net of allowance for doubtful accounts 298,803 Customer relationships and other intangibles 240,000 Goodwill 658,381 Security deposits 15,275 Note payable – bank (224,998 ) Accounts payable – trade (891,169 ) Accrued expenses and other current liabilities (112,278 ) Purchase price $ 100,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3 PROPERTY AND EQUIPMENT A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: September 30, September 30, 2017 2016 Life Furniture and fixtures $ 167,097 $ 149,550 3-7 years Computer equipment $ 234,396 239,234 3-5 years Machinery & Equipment $ 721,125 559,400 3-15 years Leasehold improvements $ 86,291 71,960 3-5 years $ 1,208,909 1,020,144 Less: accumulated depreciation $ (816,082 ) (732,753 ) $ 392,827 $ 287,391 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 4 INTANGIBLE ASSETS A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows: September 30, September 30, 2017 2016 Life Customer relationships $ 11,690,000 $ 11,450,000 15-20 years Trademarks / names 1,770,000 1,770,000 20 years Other 60,000 60,000 2-5 years 13,520,000 13,280,000 Less: Accumulated Amortization (1,671,402 ) (906,734 ) $ 11,848,598 $ 12,373,266 The future amortization of these intangible assets is expected to be as follows: Fiscal year 2018 763,917 Fiscal year 2019 757,667 Fiscal year 2020 757,667 Fiscal year 2021 754,167 Fiscal year 2022 751,667 Thereafter 8,063,513 11,848,598 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 12 Months Ended |
Sep. 30, 2017 | |
Notes Payable to Bank [Abstract] | |
NOTE PAYABLE - BANK | 5 NOTE PAYABLE - BANK (A) Presidential Financial Corporation Facility On March 27, 2014, Janel Corporation and several of its Janel Group subsidiaries (collectively, the "Janel Borrowers") entered into a Loan and Security Agreement (the "Presidential Loan Agreement") with Presidential Financial Corporation ("Presidential") with respect to a revolving line of credit facility (the "Presidential Facility"). At September 30, 2017, the Presidential Facility provided that the Janel Borrowers could borrow up to $10.0 million limited to 85% of the Janel Borrowers' aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Presidential Loan Agreement. Interest accrued at an annual rate equal to five percent above the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time to time, or (b) 3.25%. The Janel Borrowers' obligations under the Presidential Facility were secured by all of the assets of the Janel Borrowers. The Presidential Loan Agreement required, among other things, that the Company, on a monthly basis, maintain a "minimum fixed charge covenant ratio" and "tangible net worth," both as defined in the Presidential Loan Agreement. The Presidential Facility would have expired on March 27, 2018 (subject to earlier termination as provided in the Presidential Loan Agreement) unless renewed. At September 30, 2017, outstanding borrowings under the Presidential Facility were $6,138,537, representing 80.3% of the $7,643,380 available thereunder, and interest was accruing at an effective interest rate of 7.5%. The Janel Borrowers were in compliance with the covenants defined in the Presidential Loan Agreement as of September 30, 2017. (B) Santander Bank Facility On October 17, 2017, subsequent to the end of fiscal 2017, the Janel Group subsidiaries (collectively "Janel Group Borrowers"), with Janel Corporation as a guarantor, entered into a Loan and Security Agreement (the "Santander Loan Agreement") with Santander Bank, N.A. ("Santander") with respect to a revolving line of credit facility (the "Santander Facility"). The Santander Facility provides that the Janel Group Borrowers can borrow up to $10.0 million, limited to 85% of the Janel Group Borrowers' aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Santander Loan Agreement. Interest accrues on the Santander Facility at an annual rate equal to, at the Janel Group Borrowers' option, Prime plus 0.50%, or LIBOR (30, 60 or 90 day) plus 2.50% subject to a LIBOR floor of 75 basis points. The Janel Group Borrowers' obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers. The Santander Loan Agreement requires, among other things, that the Janel Group Borrowers, on a quarterly basis, maintain a Minimum Debt Service Coverage ratio, as defined in the Santander Loan Agreement. At November 30, 2017, outstanding borrowings under the Santander Facility were $5,443,654, representing 57.1% of the $9,531,779 available thereunder, and interest was accruing at an effective interest rate of 4.75%. The Janel Group Borrowers were in compliance with the covenants defined in the Loan and Security Agreement. (C) First Merchants Bank Credit Facility On March 21, 2016, Indco executed a Credit Agreement (the "First Merchants Credit Agreement") with First Merchants Bank ("First Merchants") with respect to a $6,000,000 term loan and $1,500,000 (limited to the borrowing base and reserves) revolving loan (together, the "First Merchants Facility"). Interest accrues on the term loan at an annual rate equal to the one-month LIBOR plus either 3.75% (if Indco's cash flow leverage ratio is less than or equal to 2:1) or 4.75% (if Indco's cash flow leverage ratio is greater than 2:1). Interest accrues on the revolving loan at an annual rate equal to the one-month LIBOR plus 2.75%. Indco's obligations under the First Merchants Facility are secured by all of Indco's assets, and are guaranteed by the Company. The First Merchants Credit Agreement requires, among other things, that Indco, on a monthly basis, not exceed a "maximum total funded debt to EBITDA ratio" and maintain a "minimum fixed charge covenant ratio," both as defined in the First Merchants Credit Agreement. The First Merchants Facility requires monthly payments until the expiration date on the fifth anniversary of the loan. The loan is subject to earlier termination as provided in the First Merchants Credit Agreement, unless renewed. As of September 30, 2017, there were no outstanding borrowings under the revolving loan and $3,860,540 of borrowings under the term loan, and interest was accruing at an effective interest rate of 4.98%. Indco is in compliance with the covenants defined in the First Merchants Credit Agreement. September 30, 2017 2016 Long term debt is due in monthly installments of $71,429 plus monthly interest, at LIBOR plus 3.75% to 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. $ 3,860,540 $ 5,473,688 Less current portion (857,148 ) (857,148 ) $ 3,003,392 $ 4,616,540 These obligations mature as follows: 2018 $ 857,148 2019 857,148 2020 857,148 2021 857,148 2022 431,948 $ 3,860,540 For the years ended September 30, 2017 and 2016, Indco made bank loan (repayments) and received proceeds of $(1,623,148) and $6,033,147, respectively. |
DEBT - RELATED PARTY
DEBT - RELATED PARTY | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT - RELATED PARTY | 6 DEBT - RELATED PARTY Debt - related party consists of the following: September 30, 2017 2016 Non-interest-bearing note payable to a related party, net of imputed interest due when earned $ 500,000 $ 971,108 Less current portion (500,000 ) (500,000 ) $ - $ 471,108 For the years ended September 30, 2017 and 2016, the Company made note repayments of $500,000 and $500,000, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 7 DISCONTINUED OPERATIONS In 2012, the Company elected to discontinue the operations of the New Jersey warehousing business and the operations of the food sales segment. The Company earned no revenues from discontinued operations in fiscal 2017 and 2016. Selling, general and administrative expenses associated with discontinued operations were ($147,333) and ($202,340) for fiscal 2017 and 2016, respectively. Liabilities related to the discontinued operations as of September 30, 2017 were $74,350 and were included in accrued expenses and other current liabilities. The cash flows from the discontinued business for the years ended September 30, 2017 and 2016 were as follows: For the Years Ended September 30, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ (147,333 ) $ (202,340 ) Accrued expenses and other current liabilities 74,350 - Net cash used in discontinued operations $ (72,983 ) $ (202,340 ) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8 STOCKHOLDERS' EQUITY Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company's board of directors or a duly authorized committee thereof, without stockholder approval. The board of directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock For the years ended September 30, 2017 and 2016, the Company declared preferred stock dividends of $517,214 and $395,189, respectively. Series A Convertible Preferred Stock On January 10, 2007, the Company sold 20,000 shares of its $0.001 par value 3% Series A Convertible Preferred Stock (the "Series A Stock") for a total of $500,000. The shares are convertible into shares of the Company's $0.001 par value common stock at any time on a one-share for one-share basis. The Series A Stock pays a cumulative cash dividend at a rate of $15,000 per year, payable quarterly. Series B Convertible Preferred Stock On October 18, 2007, the Company issued 5,700 shares of its $0.001 par value Series B Convertible Preferred Stock (the "Series B Stock") in connection with the acquisition of Order Logistics, Inc. (a discontinued operation). The shares are convertible into shares of the Company's $0.001 par value common stock at any time on a one-share (of Series B Stock) for ten-shares (of common stock) basis. Series C Cumulative Preferred Stock On August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 7,000 shares of Series C Cumulative Preferred Stock, par value $0.001 per share (the "Series C Stock") which was increased to 20,000 shares by a Certificate of Amendment to Certificate of Designation filed with the Nevada Secretary of State on March 23, 2016. On September 10, 2014 the Company sold 5,000 shares of Series C Cumulative Stock for $2,500,000. On September 24, 2014 the Company sold an additional 500 shares of the Series C Stock for $250,000, and on March 23, 2016 the Company sold an additional 8,705.33 shares for $4,352,663. Prior to March 23, 2016, holders of Series C Stock ("Series C Holders") were entitled to receive annual dividends at a rate of 8.25% per annum of the original Series C Stock issuance price, or $10.00 per share subject to adjustment upon certain events (the "Original Issuance Price"), when, as and if declared by the Company's board of directors, such rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 14.25%. By the filing of the Certificate of Amendment on March 23, 2016, the annual dividend rate was decreased to 7.00% per annum of the Original Issuance Price, when, as and if declared by the Company's board of directors, such rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 13.0%. In the event of liquidation, Series C Holders shall be paid an amount equal to the Original Issuance Price, plus any accrued but unpaid dividends thereon. Shares of Series C Stock may be redeemed (1) by the Company at any time upon notice and payment of the Original Issuance Price, plus any accrued but unpaid dividends thereon ("Redemption Price") or (2) by the Series C Holders at their option beginning on the fourth anniversary of the issuance of the Series C Stock for an amount equal to the Redemption Price. (B) Common Stock On March 31, 2017, the Company acquired 20,000 shares of its common stock for an aggregate of $240,000. This amount was paid in April 2017. (C) Equity Incentive Plan On May 12, 2017, the Company adopted the Company's 2017 Equity Incentive Plan (the "Plan") pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards, and (iv) stock appreciation rights with respect to shares of the Company's common stock may be granted to directors, officers, employees of and consultants to the Company. Participants and all terms of any awards under the Plan are at the discretion of the Company's board of directors in its role as the Compensation Committee. (D) Stock Warrants In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(a), above), the Company issued warrants, all of which are currently outstanding, to purchase an aggregate of 250,000 shares of common stock at $4.00 per share. The warrants expire on October 5, 2018. The Company has no other stock warrants outstanding. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 9 STOCK-BASED COMPENSATION On October 30, 2013, the board of directors adopted Janel's 2013 Non-Qualified Stock Option Plan (the "2013 Option Plan") providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. At September 30, 2017, a total of 73,121 equity options were outstanding under the 2013 Options Plan and 12,879 options were still available for issuance. On May 12, 2017, the board of directors adopted the Company's 2017 Equity Incentive Plan (the "2017 Plan") pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards, and (iv) stock appreciation rights with respect to up to 100,000 shares of the Company's common stock may be granted to directors, officers, employees of and consultants to the Company. At September 30, 2017, a total of 66,524 equity options and restricted stock awards were outstanding under the 2017 Plan and 33,476 shares were still available for issuance. (A) Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of our share-based awards. In applying this model, we use the following assumptions: • Risk-free interest rate - We determine the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate. • Expected term - We estimate the expected term of our options based upon historical exercises and post-vesting termination behavior. • Expected volatility - We estimate expected volatility using daily historical trading data of a peer group. • Dividend yield - We have never paid dividends on our common stock and currently have no plans to do so; therefore, no dividend yield is applied. The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: 2017 Risk-free interest rate 1.85 - 2.13% Expected option term in years 5.85 Expected volatility 95.4% - 96.6% Dividend yield 0.00% Weighted average grant date fair value $5.82 - $6.36 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2016 126,000 $ 3.52 7.7 $ 83.28 Granted 27,645 $ 8.01 9.7 $ 14.93 Excercised - $ - - $ - Forfeited (34,000 ) $ 3.25 - $ 180.20 Expired - $ - - $ - Outstanding balance at September 30, 2017 119,645 $ 4.64 7.5 $ 468.28 Vested and expected to vest at September 30, 2017 31,978 $ 5.99 9.1 $ 81.89 Exercisable at September 30, 2017 70,167 $ 4.37 7.2 $ 293.64 The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock at September 30, 2017 of $8.55 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2017, there was approximately $71,000 of total unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized over a weighted average period of 1.2 years. Additionally, an Indco employee has stock options for 18,577 shares of Indco's common stock with an exercise price of $6.48. As of September 30, 2017, there was approximately $37,000 of total unamortized compensation expense related to the invested portion of these stock options, which is expected to be recognized over a weighted average period of 1.5 years. The fair values of our non-employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: 2017 Risk-free interest rate 2.31% - 2.45% Expected option term in years 9.00 -10.00 Expected volatility 94.71% - 98.79% Dividend yield 0.00% Weighted average grant date fair value $6.51 - $12.48 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2016 - $ - - $ - Granted 51,053 $ 7.58 9.8 $ 49.70 Excercised - $ - - $ - Forfeited - $ - - $ - Expired - $ - - $ - Outstanding balance at September 30, 2017 51,053 $ 7.58 9.8 $ 49.70 Vested and expected to vest at September 30, 2017 51,053 $ 7.58 9.8 $ 49.70 Exercisable at September 30, 2017 - $ - - $ - The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock at September 30, 2017, of $8.55 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2017, there was approximately $345,000 of total unrecognized compensation expense related to the unvested stock options, which is expected to be recognized over a weighted average period of 1.8 years. (B) Restricted Stock On May 12, 2017, the Company granted 15,000 and 10,000 restricted stock awards to a non-executive director and a consultant, respectively, under the 2017 Plan. Each grant vests in three equal annual installments commencing on October 1, 2017. The following table summarizes the status of our employee unvested restricted stock under the Plan for the year ended September 30, 2017: Weighted Average Restricted Grant Date Fair Value Unvested at September 30, 2016 - $ - Granted 25,000 $ 8.01 Unvested at September 30, 2017 25,000 $ 8.01 As of September 30, 2017, there was approximately $104,000 of total unrecognized compensation cost related to unvested employee restricted stock. The cost is expected to be recognized over a weighted-average period of approximately 1.0 years. Employee restricted stock granted during the year ended September 30, 2017 had a fair value of $200,000 at the grant date. The following table summarizes the status of our non-employee unvested restricted stock under the 2017 Plan for the year ended September 30, 2017: Weighted Average Restricted Stock Grant Date Fair Value Unvested at September 30, 2016 - $ - Granted 35,000 $ 8.04 Unvested at September 30, 2017 35,000 $ 8.04 As of September 30, 2017, there was approximately $266,000 of total unrecognized compensation cost related to non-employee unvested restricted stock. The cost is expected to be recognized over a weighted-average period of approximately 2.0 years. Non-employee restricted stock granted during the year ended September 30, 2017 had a fair value of $281,000 at the grant date. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
INCOME PER COMMON SHARE | 10 INCOME PER COMMON SHARE The following table provides a reconciliation of the basic and diluted income (loss) per share ("EPS") computations for the years ended September 30, 2017 and 2016: For the Year Ended September 30, 2017 2016 Income: Income from continuing operations $ 771,521 $ 3,481,076 Loss from discontinued operations (147,333 ) (202,340 ) Net income 624,188 3,278,736 Net income attributable to non-controlling interests (108,084 ) (82,978 ) Net income attributable to Janel Corporation 516,104 3,195,758 Preferred stock dividends (517,214 ) (395,189 ) Net (loss) income attributable to common stockholders $ (1,110 ) $ 2,800,569 Common Shares: Basic - weighted average common shares 563,951 573,951 Effect of dilutive securities: Stock options 97,219 19,341 Restricted stock 2,217 - Convertible preferred stock 32,705 32,705 Warrants - - Diluted - weighted average common stock 696,092 625,997 Income per Common Shares: Basic - Income from continuing operations $ 1.37 $ 6.07 Loss from discontinued operations (0.26 ) (0.35 ) Net income 1.11 5.72 Net income attributable to non-controlling interests (0.19 ) (0.15 ) Net income attributable to Janel Corporation 0.92 5.57 Preferred stock dividends (0.92 ) (0.69 ) Net (loss) income attributable to common stockholders $ (0.00 ) $ 4.88 Diluted - Income from continuing operations $ 1.11 $ 5.56 Loss from discontinued operations (0.21 ) (0.33 ) Net income 0.90 5.23 Net income attributable to non-controlling interests (0.16 ) (0.13 ) Net income attributable to Janel Corporation 0.74 5.10 Preferred stock dividends (0.74 ) (0.63 ) Net (loss) income attributable to common stockholders $ (0.00 ) $ 4.47 The computation for the diluted number of shares excludes unvested restricted stock, unexercised stock options and unexercised warrants that are anti-dilutive. There were no anti-dilutive shares for the years ended September 30, 2017 and 2016. Potentially diluted securities as of September 30, 2017 and 2016 are as follows: September 30, 2017 2016 Employee stock options (Note 9) 119,645 126,000 Non-employee stock options (Note 9) 51,053 - Employee restricted stock (Note 9) 25,000 - Non-employee restricted stock (Note 9) 35,000 - Warrants (Note 8) 250,000 250,000 480,698 376,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11 INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: Year Ended September 30, 2017 2016 Federal taxes (credits) at statutory rates $ 439,000 $ 398,000 Permanent differences 14,000 23,000 State and local taxes, net of Federal benefit 65,630 65,340 Reversal/change in valuation allowance - (2,595,000 ) $ 518,630 $ (2,108,660 ) The provisions of income taxes are summarized as follows: Year Ended September 30, 2017 2016 Current $ 99,482 $ 92,280 Deferred 419,148 (2,200,940 ) Total $ 518,630 $ (2,108,660 ) September 30, 2017 2016 Deferred tax assets - net operating loss carryforwards $ 1,781,792 $ 2,200,940 Total deferred tax assets 1,781,792 2,200,940 Valuation allowance - - Total deferred tax assets net of valuation allowance 1,781,792 2,200,940 Deferred tax liabilities - depreciation and amortization - 1,355,963 Total deferred tax liabilities - 1,355,963 Net deferred tax assets $ 1,781,792 $ 844,977 During the year ended September 30, 2015, the Company recorded a 100% valuation allowance against its deferred tax assets which resulted primarily from net operating loss carryforwards. As of September 30, 2016, the Company assessed the likelihood that the deferred tax assets would be recovered from future taxable income would be more likely than not based on all available evidence, both positive and negative. As a result, the Company reversed the valuation allowance, and recorded a deferred tax asset. The Company has net operating loss carryforwards for income tax purposes that expire as follows: 2033 $ 4,940,000 2034 753,000 $ 5,693,000 Adjustment to deferred tax liability During the fiscal year ended September 30, 2017, the Company realized that in the consolidated financial statements for the fiscal year ended September 30, 2016 filed with the SEC, the Company incorrectly included approximately $1.4 million of deferred tax liabilities on Indco's books in the purchase price allocation. The result is that both goodwill and the deferred tax liability should have been approximately $1.4 million lower. The Company debited the deferred tax liability and credited goodwill for approximately $1.4 million to correct the error during the year ended September 30, 2017. Since the deferred tax liability is netted against the deferred tax asset on the consolidated statement of financial condition, the approximately $1.4 million adjustment represents an equal adjustment to two line items (goodwill and deferred income taxes) solely on the asset side of the balance sheet. Therefore, the adjustment had no effect on total assets, no effect on total stockholders' equity and no effect on its operating results. In accordance with the SEC's Staff Accounting Bulletin No. 99 ("SAB 99"), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting periods affected. Therefore, as permitted by SAB 99, the Company corrected, in the current filing, the consolidated statement of financial condition as of September 30, 2017. |
PROFIT SHARING AND 401(k) PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
PROFIT SHARING AND 401(k) PLANS | 12 PROFIT SHARING AND 401(k) PLANS The Company maintains separate non-contributory profit sharing plans and contributory 401(k) plans covering substantially all full-time employees under each segment. The Janel Group 401(k) plan provides for participant contributions of up to 50% of annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to 50% of the participant's first 6% of contributions. The expense charged to operations for the years ended September 30, 2017 and 2016 aggregated approximately $85,000 and $82,000, respectively. Indco's 401(k) plan, as amended, provides that employees who have reached the age of 21 are eligible to participate in the plan after one year of service. Under the plan, eligible employees may elect to defer their compensation within plan guidelines. Indco contributions to the plan may be made up of the following: · Indco may make a matching contribution of up to 4% for the employee's elective deferral. · Indco may make a discretionary profit sharing contribution to the plan. · Indco may make a qualified non-elective contribution to the plan. The amount of the qualified non-elective contribution is 3% of the employee's pay for the portion of the plan year (s)he is an active participant. The expense charged to operations for the year ended September 30, 2017 was $72,000. The expense charged to operations for the seven months ended September 30, 2016 was $39,000. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | 13 BUSINESS SEGMENT INFORMATION As of March 2016, the Company operated in two reportable segments (Global Logistics Services and Manufacturing) supported by a corporate group which conducts activities that are non-segment specific. The following tables present selected financial information about the Company's reportable segments for the years ended September 30, 2017 and 2016. The 2016 figures presented for the Manufacturing segment are reflective of seven months' operating activity and ownership by Janel: For the year ended September 30, 2017 Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 77,773,597 $ 69,489,876 $ 8,283,721 $ - Forwarding expenses and cost of revenues 59,748,510 56,041,841 3,706,669 - Gross margin 18,025,087 13,448,035 4,577,052 - Selling, general and administrative 15,179,359 10,847,497 2,539,009 1,792,853 Amortization of intangible assets 765,996 - - 765,996 Income (loss) from operations 2,079,732 2,600,538 2,038,043 (2,558,849 ) Interest expense 789,581 512,379 277,202 - Identifiable assets 37,897,473 14,606,278 1,914,910 21,376,285 Capital expenditures 218,363 22,792 195,571 - For the year ended September 30, 2016 Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 75,336,803 $ 70,596,132 $ 4,740,671 $ - Forwarding expenses and cost of revenues 59,539,143 57,447,117 2,092,026 - Gross margin 15,797,660 13,149,015 2,648,645 - Selling, general and administrative 13,156,087 10,747,590 1,432,788 975,709 Amortization of intangible assets 594,581 - 5,833 588,748 Income (loss) from operations 2,046,992 2,401,425 1,210,024 (1,564,457 ) Interest expense 674,577 505,175 169,402 - Identifiable assets 35,958,057 12,555,942 1,740,395 21,661,720 Capital expenditures 139,467 2,905 136,562 - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14 COMMITMENTS AND CONTINGENCIES (A) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2017 and 2016 was approximately $614,000 and $573,000, respectively. Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: Year ended September 30, 2018 $554,000 2019 $537,000 2020 $248,000 2021 $45,000 (B) Employment Agreements The Company has various employment agreements, including employment agreements with the previous owner of Alpha/PCL and key management members of Indco. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | 15 RISKS AND UNCERTAINTIES (A) Currency Risks The nature of Janel's operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those agents. (B) Concentration of Credit Risk The Company's assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers' financial condition. (C) Legal Proceedings Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicated with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company's financial position or results of operations. (D) Concentration of Customers Sales to one major customer were approximately 12% for the year ended September 30, 2017 and sales to one major customer were approximately 10% for the year ended September 30, 2016. Amounts due from these customers aggregated to approximately $1,099,845 and $813,000 at September 30, 2017 and 2016, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16 SUBSEQUENT EVENTS On October 17, 2017, subsequent to the end of fiscal 2017, the Janel Group subsidiaries (collectively "Janel Group Borrowers"), with Janel Corporation as a guarantor, entered into a Loan and Security Agreement (the "Santander Loan Agreement") with Santander Bank, N.A. ("Santander") with respect to a revolving line of credit facility (the "Santander Facility"). See Note 5(B) for additional information. |
SUMMARY OF BUSINESS AND SIGNI23
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of consolidation | Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, which is majority 91.65% owned with a non-controlling interest held by existing Indco management. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Uses of estimates in the preparation of financial statements | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. As of September 30, 2017 and 2016, there were no cash equivalents. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. |
Accounts receivable and allowance for doubtful accounts receivable | Accounts receivable and allowance for doubtful accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. |
Inventory | Inventory Inventory is stated at the lower of cost (first-in, first-out method) or market. Market is determined by net realizable value. Finished goods are shipped upon completion of assembly. Therefore, no finished goods were on hand as of September 30, 2017. |
Property and equipment and depreciation policy | Property and equipment and depreciation policy Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. |
Business segment information | Business segment information The Company operates as two reportable segments: Global Logistics Services and Manufacturing. |
Revenues and revenue recognition | Revenues and revenue recognition Global Logistics Services Revenues are derived from customs brokerage services and from freight forwarding services. Customs brokerage services include activities required for the clearance of shipments through government customs regimes, such as preparing required documentation, calculating and providing for payment of duties and other charges on behalf of customers, arranging required inspections, and arranging final delivery. Revenues are recognized upon completion of the services. Freight forwarding may require multiple services, including long-distance shipment via air, ocean or ground assets, destination handling ("break bulk"), warehousing, distribution and other logistics management activities. As an asset-light business, Janel Group owns none of the assets by which it fulfills its customers' logistics needs. Rather, it purchases the services its customers need from asset owners, such as airlines and steamship lines, and resells them. By consolidating shipments from multiple customers, Janel Group can negotiate terms of service with asset owners that are more favorable than those the customers could negotiate themselves. In the case of ocean and air freight movements, Janel Group may negotiate a contract of carriage, the terms of which determine when revenue is recognized. For movements by ground, revenue generally is recognized at the time of cargo tender to the vendor. For other activities, such as warehousing and distribution services, revenue is recognized upon completion of the service. Customers will frequently request an all-inclusive, or "door-to-door," rate for a set of services. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of services when provided under an all-inclusive rate are done in an objective manner on a fair value basis in accordance with Accounting Standards Codification ("ASC") 605-25, Multiple-Element Arrangements. Manufacturing Revenues are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Payments are made by either credit card acceptance or invoice billing by the company. A significant portion of sales comes from its print- and web-based catalog and specification features. Such online sales are generally credit card purchases. Revenue is recognized when its products are shipped and risk of loss transfers to the carrier(s) used. |
Income per common share | Income per common share Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding, excluding unvested restricted stock, during the period. Diluted net income (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or warrants or the vesting of restricted stock units. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net earnings (loss) per share when their effect is anti-dilutive. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. |
Comprehensive income | Comprehensive income Comprehensive income encompasses all changes in stockholders' equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2017 and 2016, there was no accumulated other comprehensive income. |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The Company has no material uncertain tax positions for any of the reporting periods presented. The tax years September 30, 2014 through 2017 are still open for potential audit. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
Goodwill | Goodwill The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually (on September 30) as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company's individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. As of September 30, 2017 and 2016, the fair value of our reporting unit was in excess of carrying value and goodwill was not deemed to be impaired. |
Intangibles and long-lived assets | Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset's recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. There were no indicators of impairment of long-lived assets during the years ended September 30, 2017 and 2016. |
Fair value measurements | Fair value measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no financial instruments measured at fair value as of September 30, 2017 and 2016. |
Deferred compensation | Deferred compensation Deferred compensation of $78,568 represents compensation due to an employee of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992. |
Rental expense | Rental expense Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2017 amounted to $4,150 and represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities. Deferred rent payable as of September 30, 2016 was $15,911. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09 , Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Fair Value Cash $ 377,653 Accounts receivable, net 620,632 Inventory 372,212 Prepaid expenses and other current assets 109,333 Fixed assets 155,050 Accounts payable and other liabilities (334,239 ) Note Payable (related party) (129,258 ) Customer relationships & other intangibles 7,700,000 Goodwill 3,046,875 Non-controlling interest (918,258 ) Purchase price $ 11,000,000 The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Fair Value Cash $ 115,986 Accounts receivable, net of allowance for doubtful accounts 298,803 Customer relationships and other intangibles 240,000 Goodwill 658,381 Security deposits 15,275 Note payable – bank (224,998 ) Accounts payable – trade (891,169 ) Accrued expenses and other current liabilities (112,278 ) Purchase price $ 100,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: September 30, September 30, 2017 2016 Life Furniture and fixtures $ 167,097 $ 149,550 3-7 years Computer equipment $ 234,396 239,234 3-5 years Machinery & Equipment $ 721,125 559,400 3-15 years Leasehold improvements $ 86,291 71,960 3-5 years $ 1,208,909 1,020,144 Less: accumulated depreciation $ (816,082 ) (732,753 ) $ 392,827 $ 287,391 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows: September 30, September 30, 2017 2016 Life Customer relationships $ 11,690,000 $ 11,450,000 15-20 years Trademarks / names 1,770,000 1,770,000 20 years Other 60,000 60,000 2-5 years 13,520,000 13,280,000 Less: Accumulated Amortization (1,671,402 ) (906,734 ) $ 11,848,598 $ 12,373,266 |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is expected to be as follows: Fiscal year 2018 763,917 Fiscal year 2019 757,667 Fiscal year 2020 757,667 Fiscal year 2021 754,167 Fiscal year 2022 751,667 Thereafter 8,063,513 11,848,598 |
NOTE PAYABLE - BANK (Tables)
NOTE PAYABLE - BANK (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Notes Payable to Bank [Abstract] | |
Schedule of Debt | September 30, 2017 2016 Long term debt is due in monthly installments of $71,429 plus monthly interest, at LIBOR plus 3.75% to 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. $ 3,860,540 $ 5,473,688 Less current portion (857,148 ) (857,148 ) $ 3,003,392 $ 4,616,540 |
Schedule of Maturities of Long-term Debt | These obligations mature as follows: 2018 $ 857,148 2019 857,148 2020 857,148 2021 857,148 2022 431,948 $ 3,860,540 |
DEBT - RELATED PARTY (Tables)
DEBT - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt - related party | Debt - related party consists of the following: September 30, 2017 2016 Non-interest-bearing note payable to a related party, net of imputed interest due when earned $ 500,000 $ 971,108 Less current portion (500,000 ) (500,000 ) $ - $ 471,108 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of cash flows from discontinued business | The cash flows from the discontinued business for the years ended September 30, 2017 and 2016 were as follows: For the Years Ended September 30, 2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ (147,333 ) $ (202,340 ) Accrued expenses and other current liabilities 74,350 - Net cash used in discontinued operations $ (72,983 ) $ (202,340 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of assumptions used for employee and non-employee option awards | The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: 2017 Risk-free interest rate 1.85 - 2.13% Expected option term in years 5.85 Expected volatility 95.4% - 96.6% Dividend yield 0.00% Weighted average grant date fair value $5.82 - $6.36 The fair values of our non-employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: 2017 Risk-free interest rate 2.31% - 2.45% Expected option term in years 9.00 -10.00 Expected volatility 94.71% - 98.79% Dividend yield 0.00% Weighted average grant date fair value $6.51 - $12.48 |
Schedule of activity for for employee and non-employee stock option awards | The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2016 126,000 $ 3.52 7.7 $ 83.28 Granted 27,645 $ 8.01 9.7 $ 14.93 Excercised - $ - - $ - Forfeited (34,000 ) $ 3.25 - $ 180.20 Expired - $ - - $ - Outstanding balance at September 30, 2017 119,645 $ 4.64 7.5 $ 468.28 Vested and expected to vest at September 30, 2017 31,978 $ 5.99 9.1 $ 81.89 Exercisable at September 30, 2017 70,167 $ 4.37 7.2 $ 293.64 The fair values of our non-employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2016 - $ - - $ - Granted 51,053 $ 7.58 9.8 $ 49.70 Excercised - $ - - $ - Forfeited - $ - - $ - Expired - $ - - $ - Outstanding balance at September 30, 2017 51,053 $ 7.58 9.8 $ 49.70 Vested and expected to vest at September 30, 2017 51,053 $ 7.58 9.8 $ 49.70 Exercisable at September 30, 2017 - $ - - $ - |
Summary of unvested restricted stock for employee and non-employee under the Plan | The following table summarizes the status of our employee unvested restricted stock under the Plan for the year ended September 30, 2017: Weighted Average Restricted Grant Date Fair Value Unvested at September 30, 2016 - $ - Granted 25,000 $ 8.01 Unvested at September 30, 2017 25,000 $ 8.01 The following table summarizes the status of our non-employee unvested restricted stock under the 2017 Plan for the year ended September 30, 2017: Weighted Average Restricted Stock Grant Date Fair Value Unvested at September 30, 2016 - $ - Granted 35,000 $ 8.04 Unvested at September 30, 2017 35,000 $ 8.04 |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of the basic and diluted income (loss) per share | The following table provides a reconciliation of the basic and diluted income (loss) per share ("EPS") computations for the years ended September 30, 2017 and 2016: For the Year Ended September 30, 2017 2016 Income: Income from continuing operations $ 771,521 $ 3,481,076 Loss from discontinued operations (147,333 ) (202,340 ) Net income 624,188 3,278,736 Net income attributable to non-controlling interests (108,084 ) (82,978 ) Net income attributable to Janel Corporation 516,104 3,195,758 Preferred stock dividends (517,214 ) (395,189 ) Net (loss) income attributable to common stockholders $ (1,110 ) $ 2,800,569 Common Shares: Basic - weighted average common shares 563,951 573,951 Effect of dilutive securities: Stock options 97,219 19,341 Restricted stock 2,217 - Convertible preferred stock 32,705 32,705 Warrants - - Diluted - weighted average common stock 696,092 625,997 Income per Common Shares: Basic - Income from continuing operations $ 1.37 $ 6.07 Loss from discontinued operations (0.26 ) (0.35 ) Net income 1.11 5.72 Net income attributable to non-controlling interests (0.19 ) (0.15 ) Net income attributable to Janel Corporation 0.92 5.57 Preferred stock dividends (0.92 ) (0.69 ) Net (loss) income attributable to common stockholders $ (0.00 ) $ 4.88 Diluted - Income from continuing operations $ 1.11 $ 5.56 Loss from discontinued operations (0.21 ) (0.33 ) Net income 0.90 5.23 Net income attributable to non-controlling interests (0.16 ) (0.13 ) Net income attributable to Janel Corporation 0.74 5.10 Preferred stock dividends (0.74 ) (0.63 ) Net (loss) income attributable to common stockholders $ (0.00 ) $ 4.47 |
Schedule of potential antidilutive securities | Potentially diluted securities as of September 30, 2017 and 2016 are as follows: September 30, 2017 2016 Employee stock options (Note 9) 119,645 126,000 Non-employee stock options (Note 9) 51,053 - Employee restricted stock (Note 9) 25,000 - Non-employee restricted stock (Note 9) 35,000 - Warrants (Note 8) 250,000 250,000 480,698 376,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation | The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: Year Ended September 30, 2017 2016 Federal taxes (credits) at statutory rates $ 439,000 $ 398,000 Permanent differences 14,000 23,000 State and local taxes, net of Federal benefit 65,630 65,340 Reversal/change in valuation allowance - (2,595,000 ) $ 518,630 $ (2,108,660 ) |
Schedule of the provision for income taxes | The provisions of income taxes are summarized as follows: Year Ended September 30, 2017 2016 Current $ 99,482 $ 92,280 Deferred 419,148 (2,200,940 ) Total $ 518,630 $ (2,108,660 ) |
Schedule of Deferred Tax Assets and Liabilities | September 30, 2017 2016 Deferred tax assets - net operating loss carryforwards $ 1,781,792 $ 2,200,940 Total deferred tax assets 1,781,792 2,200,940 Valuation allowance - - Total deferred tax assets net of valuation allowance 1,781,792 2,200,940 Deferred tax liabilities - depreciation and amortization - 1,355,963 Total deferred tax liabilities - 1,355,963 Net deferred tax assets $ 1,781,792 $ 844,977 |
Summary of Operating Loss Carryforwards | The Company has net operating loss carryforwards for income tax purposes that expire as follows: 2033 $ 4,940,000 2034 753,000 $ 5,693,000 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | The following tables present selected financial information about the Company's reportable segments for the years ended September 30, 2017 and 2016. The 2016 figures presented for the Manufacturing segment are reflective of seven months' operating activity and ownership by Janel: For the year ended September 30, 2017 Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 77,773,597 $ 69,489,876 $ 8,283,721 $ - Forwarding expenses and cost of revenues 59,748,510 56,041,841 3,706,669 - Gross margin 18,025,087 13,448,035 4,577,052 - Selling, general and administrative 15,179,359 10,847,497 2,539,009 1,792,853 Amortization of intangible assets 765,996 - - 765,996 Income (loss) from operations 2,079,732 2,600,538 2,038,043 (2,558,849 ) Interest expense 789,581 512,379 277,202 - Identifiable assets 37,897,473 14,606,278 1,914,910 21,376,285 Capital expenditures 218,363 22,792 195,571 - For the year ended September 30, 2016 Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 75,336,803 $ 70,596,132 $ 4,740,671 $ - Forwarding expenses and cost of revenues 59,539,143 57,447,117 2,092,026 - Gross margin 15,797,660 13,149,015 2,648,645 - Selling, general and administrative 13,156,087 10,747,590 1,432,788 975,709 Amortization of intangible assets 594,581 - 5,833 588,748 Income (loss) from operations 2,046,992 2,401,425 1,210,024 (1,564,457 ) Interest expense 674,577 505,175 169,402 - Identifiable assets 35,958,057 12,555,942 1,740,395 21,661,720 Capital expenditures 139,467 2,905 136,562 - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under non-cancellable leases | Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: Year ended September 30, 2018 $554,000 2019 $537,000 2020 $248,000 2021 $45,000 |
SUMMARY OF BUSINESS AND SIGNI35
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Cash, FDIC Insured Amount | $ 250,000 | |
Deferred Compensation Liability, Classified, Noncurrent | 78,568 | $ 78,568 |
Accrued Rent, Current | $ 20,061 | $ 15,911 |
Indco [Member] | ||
Noncontrolling interest, ownership percentage by parent | 91.65% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 01, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 7,745,895 | $ 8,443,477 | |
INDCO INC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 377,653 | ||
Accounts receivable, net | 620,632 | ||
Inventory | 372,212 | ||
Prepaid expenses and other current assets | 109,333 | ||
Fixed assets | 155,050 | ||
Accounts payable and other liabilities | (334,239) | ||
Note Payable (Related Party) | (129,258) | ||
Customer relationships & other intangibles | 7,700,000 | ||
Goodwill | 3,046,875 | ||
Non-controlling Interest | (918,258) | ||
Purchase price | $ 11,000,000 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | Sep. 30, 2017 | Apr. 02, 2017 | Sep. 30, 2016 |
Goodwill | $ 7,745,895 | $ 8,443,477 | |
Note payable - bank | $ (6,138,537) | $ (6,498,403) | |
WJ Byrnes Cos [Member] | |||
Cash | $ 115,986 | ||
Accounts receivable, net of allowance for doubtful accounts | 298,803 | ||
Customer relationships and other intangibles | 240,000 | ||
Goodwill | 658,381 | ||
Security deposits | 15,275 | ||
Note payable - bank | (224,998) | ||
Accounts payable and other liabilities | (891,169) | ||
Accrued expenses and other current liabilities | (112,278) | ||
Purchase price | $ 100,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Apr. 02, 2017 | Mar. 21, 2016 | Sep. 30, 2016 |
WJ Byrnes Cos [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 100,000 | ||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
INDCO INC [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 11,000,000 | ||
Equity method investment, ownership percentage | 91.65% | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 8.35% | ||
Adjustment to deferred tax liability | $ 1,400,000 | ||
Description of acquisition adjustment to deferred tax liability | Company incorrectly included approximately $1.4 million of deferred tax liabilities on Indco's books in the purchase price allocation. The result is that both goodwill and the deferred tax liability should have been approximately $1.4 million lower. The Company debited the deferred tax liability and credited goodwill for approximately $1.4 million to correct the error during the year ended September 30, 2017. Since the deferred tax liability is netted against the deferred tax asset on the consolidated statement of financial condition, the approximately $1.4 million adjustment represents an equal adjustment to two line items (goodwill and deferred income taxes) solely on the asset side of the balance sheet. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,208,909 | $ 1,020,144 |
Less Accumulated Depreciation | (816,082) | (732,753) |
Property, Plant and Equipment, Net | 392,827 | 287,391 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 167,097 | 149,550 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 234,396 | 239,234 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 721,125 | 559,440 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 15 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 86,291 | $ 71,960 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 13,520,000 | $ 13,280,000 |
Less: Accumulated amortization | (1,671,402) | (906,734) |
Finite-Lived Intangible Assets, Net | 11,848,598 | 12,373,266 |
Trademarks [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 1,770,000 | 1,770,000 |
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years | |
Other Intangible Assets [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 60,000 | 60,000 |
Other Intangible Assets [Member] | Maximum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 5 years | |
Other Intangible Assets [Member] | Minimum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 2 years | |
Customer Relationships [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 11,690,000 | $ 11,450,000 |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 15 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year 2018 | $ 763,917 | |
Fiscal year 2019 | 757,667 | |
Fiscal year 2020 | 757,667 | |
Fiscal year 2021 | 754,167 | |
Fiscal year 2022 | 751,667 | |
Thereafter | 8,063,513 | |
Finite-Lived Intangible Assets, Net | $ 11,848,598 | $ 12,373,266 |
NOTE PAYABLE - BANK (Details)
NOTE PAYABLE - BANK (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Notes Payable to Bank [Abstract] | ||
Long term debt. Bank is due in monthly installments of $71,429 plus monthly interest , at LIBOR 3.75% - 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. | $ 3,860,540 | $ 5,473,688 |
Less current portion | (857,148) | (857,148) |
Long-term Debt, Excluding Current Maturities | $ 3,003,392 | $ 4,616,540 |
NOTE PAYABLE - BANK (Details 1)
NOTE PAYABLE - BANK (Details 1) | Sep. 30, 2017USD ($) |
Notes Payable to Bank [Abstract] | |
2,018 | $ 857,148 |
2,019 | 857,148 |
2,020 | 857,148 |
2,021 | 857,148 |
2,022 | 431,948 |
Long-term Debt | $ 3,860,540 |
NOTES PAYABLE - BANKS (Details
NOTES PAYABLE - BANKS (Details Narrative) - USD ($) | Mar. 21, 2016 | Nov. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Line of Credit Facility [Line Items] | ||||
Proceeds (payments) from bank loans | $ (1,613,148) | $ 6,033,147 | ||
Presidential Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 7,643,380 | |||
Maximum Borrowing Capacity, Percentage | 80.30% | |||
Amount borrowed | $ 6,138,537 | |||
Stated interest rate | 3.25% | |||
Interest Rate During Period | 7.50% | |||
Presidential Facility [Member] | Thrid Amendment [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 10,000,000 | |||
Maximum Borrowing Capacity, Percentage | 85.00% | |||
Basis spread | 5.00% | |||
Santander Bank Facility [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 9,531,779 | |||
Maximum Borrowing Capacity, Percentage | 57.10% | |||
Amount borrowed | $ 5,443,654 | |||
Interest Rate During Period | 3.87% | |||
Santander Bank Facility [Member] | Subsequent Event [Member] | Prime Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 0.50% | |||
Santander Bank Facility [Member] | Subsequent Event [Member] | LIBOR [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 2.50% | |||
Libor rate floor | 0.75% | |||
Santander Bank Facility [Member] | Forth Amendment [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 10,000,000 | |||
Maximum Borrowing Capacity, Percentage | 85.00% | |||
Term Loan [Member] | First Merchants Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 6,000,000 | |||
Term loan outstanding | $ 3,860,540 | |||
Effective interest rate | 4.98% | |||
Term Loan [Member] | LIBOR [Member] | First Merchants Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 3.75% | |||
Term Loan [Member] | LIBOR [Member] | First Merchants Bank [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 4.75% | |||
Revolving Credit Facility [Member] | First Merchants Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum Borrowing Capacity | $ 1,500,000 | |||
Revolving Credit Facility [Member] | LIBOR [Member] | First Merchants Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 2.75% |
DEBT - RELATED PARTY (Details)
DEBT - RELATED PARTY (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Non-interest bearing note payable to a related party, net of imputed interest due when earned | $ 500,000 | $ 971,108 |
Less current portion | $ (500,000) | (500,000) |
Loans Payable to Bank, Noncurrent | $ 471,108 |
DEBT - RELATED PARTY (Details N
DEBT - RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Debt - Related Party Details Narrative | ||
Repayments of debt | $ 500,000 | $ 500,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from discontinued operations | $ 147,333 | $ 202,340 |
Net cash used in discontinued operations | (72,983) | (202,340) |
Discontinued Operations [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from discontinued operations | (147,333) | (202,340) |
Accrued expenses and other current liabilities | 74,350 | |
Net cash used in discontinued operations | $ (72,983) | $ (202,340) |
DISCONTINUED OPERATIONS (Deta48
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Selling, general and administrative expenses discontinued operations | $ (15,179,359) | $ (13,156,087) |
Discontinued Operations [Member] | ||
Selling, general and administrative expenses discontinued operations | (147,333) | $ (202,340) |
Accrued expenses and other current liabilities | $ 74,350 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | May 12, 2017 | Oct. 02, 2016 | Mar. 23, 2016 | Sep. 24, 2014 | Sep. 10, 2014 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 10, 2017 | Aug. 25, 2014 | Oct. 06, 2013 | Oct. 18, 2007 | Jan. 10, 2007 |
Common Stock, Shares Authorized | 4,500,000 | 4,500,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||||
Dividends, Preferred Stock, Total | $ 517,214 | $ 395,189 | |||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 240,000 | ||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 4,352,663 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | ||||||||||
Preferred Stock, Value, Issued | $ 20 | $ 20 | $ 500,000 | ||||||||||
Preferred Stock, Shares Issued | 20,000 | 20,000 | |||||||||||
Dividends, Preferred Stock, Total | $ 15,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 5,700 | 5,700 | 5,700 | ||||||||||
Preferred Stock, Value, Issued | $ 1 | $ 1 | |||||||||||
Preferred Stock, Shares Issued | 1,271 | 1,271 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | |||||||||||
Preferred Stock, Value, Issued | $ 15 | $ 15 | |||||||||||
Preferred Stock, Shares Issued | 14,205 | 14,205 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | ||||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 10 | ||||||||||||
Preferred Stock, Dividend Payment Rate, Variable | rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25%. | ||||||||||||
Series C Cumulative Preferred Stock [Member] | |||||||||||||
Number of common share acquired | 20,000 | ||||||||||||
Value of common share acquired | $ 240,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||||
Preferred Stock, Shares Issued | 8,705.33 | 500 | 5,000 | ||||||||||
Preferred Stock, Shares Designated | 7,000 | ||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 4,352,663 | $ 250,000 | $ 2,500,000 | ||||||||||
Certificate of Amendment to Certificate of Designation [Member] | Series C Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Designated | 20,000 | ||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||
Dividends, Preferred Stock, Total | $ 517,214 | $ 395,189 | |||||||||||
Treasury Stock [Member] | |||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 240,000 | ||||||||||||
Treasury Stock, Shares, Acquired | 20,000 | ||||||||||||
Parent [Member] | |||||||||||||
Dividends, Preferred Stock, Total | $ 517,214 | 395,189 | |||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 240,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Dividends, Preferred Stock, Total | $ 517,214 | ||||||||||||
Shares Issued, Price Per Share | $ 4.13 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,053 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.13 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 250 | ||||||||||||
Consultant [Member] | Equity Incentive Plan [Member] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 10,000 | ||||||||||||
Employees [Member] | Non-Qualified Stock Option Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8.01 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Non-executive Director [Member] | Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,524 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8.01 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 15,000 | ||||||||||||
Executive Officer [Member] | Non-Qualified Stock Option Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 11,121 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8.01 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Executive Officer [Member] | Non-Qualified Stock Option Plan [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3,121 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended |
Sep. 30, 2017$ / shares | |
Stock Option [Member] | |
Risk-free interest rate - minimum | 1.85% |
Risk-free interest rate - maximum | 2.13% |
Expected volatility | 5.85% |
Expected volatility Rate - minimum | 95.40% |
Expected volatility Rate - maximum | 96.60% |
Dividend yield | 0.00% |
Stock Option [Member] | Minimum [Member] | |
Weighted avergae grant date fair value | $ 5.82 |
Stock Option [Member] | Maximum [Member] | |
Weighted avergae grant date fair value | $ 6.36 |
Non-Employee Stock Option [Member] | |
Risk-free interest rate - minimum | 2.31% |
Risk-free interest rate - maximum | 2.45% |
Expected volatility Rate - minimum | 94.71% |
Expected volatility Rate - maximum | 98.79% |
Dividend yield | 0.00% |
Expected option term in years - minimum | 9 years |
Expected option term in years - maximum | 10 years |
Non-Employee Stock Option [Member] | Minimum [Member] | |
Weighted avergae grant date fair value | $ 6.51 |
Non-Employee Stock Option [Member] | Maximum [Member] | |
Weighted avergae grant date fair value | $ 12.48 |
STOCK-BASED COMPENSATION (Det51
STOCK-BASED COMPENSATION (Details 1) | 12 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Stock Option [Member] | |
Options, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 126,000 |
Granted | shares | 27,645 |
Forfeited or expired | shares | (34,000) |
Outstanding, ending | shares | 119,645 |
Vested and expected | shares | 31,978 |
Exercisable, ending | shares | 70,167 |
Options, Outstanding, Weighted Average Exercise Price [Rollforward] | |
Exercise price, beginning | $ 3.52 |
Granted | 8.01 |
Forfeited or expired | 3.25 |
Exercise price, ending | 4.64 |
Vested and expected | 5.99 |
Exercisable, ended | $ 4.37 |
Options, Weighted Average Remaining Contractual Term | |
Options outstanding | 7 years 8 months 12 days |
Granted | 9 years 8 months 12 days |
Outstanding, ending | 7 years 6 months |
Vested and expected to vest | 9 years 1 month 6 days |
Exercisable | 7 years 2 months 12 days |
Options, Aggregate Intrinsic Value | |
Options outstanding, beginning | $ | $ 83,280 |
Granted | $ | 14,930 |
Options forfeited | $ | 180,200 |
Options outstanding, ending | $ | 506,730 |
Vested and expected to vest | $ | 107,530 |
Exercisable | $ | $ 306,450 |
Non-Employee Stock Option [Member] | |
Options, Outstanding [Roll Forward] | |
Granted | shares | 51,053 |
Outstanding, ending | shares | 51,053 |
Vested and expected | shares | 51,053 |
Options, Outstanding, Weighted Average Exercise Price [Rollforward] | |
Granted | $ 7.58 |
Exercised | 8.55 |
Exercise price, ending | 7.58 |
Exercisable, ended | $ 7.58 |
Options, Weighted Average Remaining Contractual Term | |
Granted | 9 years 9 months 18 days |
Outstanding, ending | 9 years 9 months 18 days |
Vested and expected to vest | 9 years 9 months 18 days |
Options, Aggregate Intrinsic Value | |
Granted | $ | $ 49,700 |
Options outstanding, ending | $ | 49,700 |
Vested and expected to vest | $ | $ 49,700 |
STOCK-BASED COMPENSATION (Det52
STOCK-BASED COMPENSATION (Details 2) | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Employee Restricted Stock [Member] | |
Unvested Restricted Stock under the Plan | |
Granted | shares | 25,000 |
Outstanding, ending | shares | 25,000 |
Unvested Weighted Average Exercise Price [Rollforward] | |
Granted | $ / shares | $ 8.01 |
Outstanding, ending | $ / shares | $ 8.01 |
Non-Employee Restricted Stock [Member] | |
Unvested Restricted Stock under the Plan | |
Granted | shares | 35,000 |
Outstanding, ending | shares | 35,000 |
Unvested Weighted Average Exercise Price [Rollforward] | |
Granted | $ / shares | $ 8.04 |
Outstanding, ending | $ / shares | $ 8.04 |
STOCK-BASED COMPENSATION (Det53
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | May 12, 2017 | Sep. 30, 2016 | |
Stock Option [Member] | |||
Total unrecognized compensation expense | $ 71,000 | ||
Weighted-average vesting period | 1 year 2 months 12 days | ||
Exercise price | $ 4.64 | $ 3.52 | |
Options outstanding | 119,645 | 126,000 | |
Stock Option [Member] | INDCO INC [Member] | |||
Total unrecognized compensation expense | $ 37,000 | ||
Weighted-average vesting period | 1 year 6 months | ||
Exercise price | $ 6.48 | ||
Options outstanding | 18,577 | ||
Non-Employee Stock Option [Member] | |||
Total unrecognized compensation expense | $ 345,000 | ||
Weighted-average vesting period | 1 year 9 months 18 days | ||
Exercise price of options exercises (in dollars per share) | $ 8.55 | ||
Exercise price | $ 7.58 | ||
Options outstanding | 51,053 | ||
Restricted Stock [Member] | Non-executive director [Member] | |||
Number of shares available for grant | 15,000 | ||
Restricted Stock [Member] | Consultant [Member] | |||
Number of shares available for grant | 10,000 | ||
Employee Restricted Stock [Member] | |||
Total unrecognized compensation expense | $ 104,000 | ||
Weighted-average vesting period | 1 year | ||
Aggregate intrinsic fair value | $ 200,000 | ||
Non-Employee Restricted Stock [Member] | |||
Total unrecognized compensation expense | $ 266,000 | ||
Weighted-average vesting period | 2 years | ||
Aggregate intrinsic fair value | $ 281,000 |
INCOME PER COMMON SHARE (Detail
INCOME PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 771,521 | $ 3,481,076 |
Loss from discontinued operations | (147,333) | (202,340) |
Net Income | 624,188 | 3,278,736 |
Net income attributable to non-controlling interests | 108,084 | 82,978 |
Net income attributable to Janel Corporation | 516,104 | 3,195,758 |
Preferred stock dividends (Note 8) | (517,214) | (395,189) |
Net (loss) income attributable to common stockholders | $ (1,110) | $ 2,800,569 |
Common Shares: | ||
Basic - weighted average common shares | 563,951 | 573,951 |
Effect of dilutive securities: | ||
Stock options | 97,219 | 19,341 |
Restricted stock | 2,217 | |
Convertible preferred stock | 32,705 | 32,705 |
Warrants | ||
Diluted - weighted average common stock | 696,092 | 625,997 |
Income per Common Shares - Basic: | ||
Income from continuing operations | $ 1.37 | $ 6.07 |
Loss from discontinued operations | (0.26) | (0.35) |
Net income | 1.11 | 5.72 |
Net income attributable to non-controlling interests | (0.19) | (0.15) |
Net income attributable to Janel Corporation | 0.92 | 5.57 |
Preferred stock dividends | (.92) | (0.69) |
Net (loss) income attributable to common stockholders | 0 | 4.88 |
Income per Common Shares - Diluted: | ||
Income from continuing operations | 1.11 | 5.56 |
Loss from discontinued operations | (0.21) | (0.33) |
Net income | .90 | 5.23 |
Net income attributable to non-controlling interests | (0.16) | (0.13) |
Net income attributable to Janel Corporation | 0.74 | 5.10 |
Preferred stock dividends | (.74) | (0.63) |
Net (loss) income attributable to common stockholders | $ 0 | $ 4.47 |
INCOME PER COMMON SHARE (Deta55
INCOME PER COMMON SHARE (Details 1) - shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Potentially diluted securities | 499,275 | 394,577 |
Warrant [Member] | ||
Potentially diluted securities | 250,000 | 250,000 |
Stock Option [Member] | ||
Potentially diluted securities | 138,222 | 144,577 |
Non-Employee Stock Option [Member] | ||
Potentially diluted securities | 51,053 | |
Employee Restricted Stock [Member] | ||
Potentially diluted securities | 25,000 | |
Non-Employee Restricted Stock [Member] | ||
Potentially diluted securities | 35,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal taxes (credits) at statutory rates | $ 439,000 | $ 398,000 |
Permanent differences | 14,000 | 23,000 |
State and local taxes, net of Federal benefit | 65,630 | 65,340 |
Reversal/change in valuation allowance | (2,595,000) | |
Income Tax Expense (Benefit) | $ 518,630 | $ (2,108,660) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 99,482 | $ 92,280 |
Deferred | 419,148 | (2,200,940) |
Income Tax Expense (Benefit) | $ 518,630 | $ (2,108,660) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 1,781,792 | $ 2,200,940 |
Total deferred tax assets | 1,781,792 | 2,200,940 |
Valuation allowance | ||
Total deferred tax assets net of valuation allowance | 1,781,792 | 2,200,940 |
Deferred Tax Liabilities; | ||
Depreciation and amortization | 1,355,963 | |
Total deferred tax liabilities | 1,355,963 | |
Net deferred tax assets | $ 1,781,792 | $ 844,977 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | Sep. 30, 2017USD ($) |
Operating Loss Carryforwards | $ 5,693,000 |
Two Thousand Thirty Three [Member] | |
Operating Loss Carryforwards | 4,940,000 |
Two Thousand Thirty Four [Member] | |
Operating Loss Carryforwards | $ 753,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - INDCO INC [Member] | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Adjustment to deferred tax liability | $ 1,400,000 |
Description of acquisition adjustment to deferred tax liability | Company incorrectly included approximately $1.4 million of deferred tax liabilities on Indco's books in the purchase price allocation. The result is that both goodwill and the deferred tax liability should have been approximately $1.4 million lower. The Company debited the deferred tax liability and credited goodwill for approximately $1.4 million to correct the error during the year ended September 30, 2017. Since the deferred tax liability is netted against the deferred tax asset on the consolidated statement of financial condition, the approximately $1.4 million adjustment represents an equal adjustment to two line items (goodwill and deferred income taxes) solely on the asset side of the balance sheet. |
PROFIT SHARING AND 401(k) PLA61
PROFIT SHARING AND 401(k) PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
JGI 401k Plans [Member] | ||
Maximum Annual Contributions Per Employee, Percent | 50.00% | |
Employer Contribution, Percent Description | The Company contributes an amount equal to 50% of the participants first 6% of contributions. | |
Administrative Expenses | $ 85,000 | $ 82,000 |
INDCO 401k Plan [Member] | ||
Maximum Annual Contributions Per Employee, Percent | 4.00% | |
Administrative Expenses | $ 72,000 | $ 39,000 |
Employer Matching Contribution, Percent of Match | 3.00% |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 77,773,597 | $ 75,336,803 |
Forwarding expenses and cost of revenues | 56,041,841 | 57,447,117 |
Gross margin | 18,025,087 | 15,797,660 |
Selling, general and administrative | 15,179,359 | 13,156,087 |
Amortization of intangible assets | 765,996 | 594,581 |
Income (loss) from operations | 2,079,732 | 2,046,992 |
Interest expense | 789,581 | 674,576 |
Identifiable assets | 37,897,473 | 35,958,057 |
Capital expenditures | 218,363 | 139,467 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | 1,792,853 | 975,709 |
Amortization of intangible assets | 765,996 | 588,748 |
Income (loss) from operations | (2,558,849) | (1,564,457) |
Identifiable assets | 21,376,285 | 21,661,720 |
Global Logistics Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 69,489,876 | 70,596,132 |
Forwarding expenses and cost of revenues | 56,041,841 | 57,447,117 |
Gross margin | 13,448,035 | 13,149,015 |
Selling, general and administrative | 10,847,497 | 10,747,590 |
Income (loss) from operations | 2,600,538 | 2,401,425 |
Interest expense | 512,379 | 505,175 |
Identifiable assets | 14,606,278 | 12,555,942 |
Capital expenditures | 24,447 | 2,905 |
Manufacturing Facility [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,283,721 | 4,740,671 |
Forwarding expenses and cost of revenues | 3,706,669 | 2,092,026 |
Gross margin | 4,577,052 | 2,648,645 |
Selling, general and administrative | 2,539,009 | 1,432,788 |
Amortization of intangible assets | 5,833 | |
Income (loss) from operations | 2,038,043 | 1,210,024 |
Interest expense | 277,202 | 169,402 |
Identifiable assets | 1,914,910 | 1,740,395 |
Capital expenditures | $ 193,916 | $ 136,562 |
COMMITMENTS AND CONTINGENCIES63
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 586,000 |
2,019 | 487,000 |
2,020 | $ 231,000 |
COMMITMENTS AND CONTINGENCIES64
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent Expense, Net | $ 547,000 | $ 573,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Narrative) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member] - One Customer [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Receivables from Customers | $ 1,099,845 | $ 813,000 |
Concentration Risk, Percentage | 12.00% | 10.00% |