Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Jul. 15, 2019 | Mar. 31, 2018 | |
Cover [Abstract] | |||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 0001133062 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 2,059,335 | ||
Entity Common Stock, Shares Outstanding | 857,412 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NY | ||
Security Exchange Name | NONE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets: | ||
Cash | $ 585 | $ 988 |
Accounts receivable, net of allowance for doubtful accounts | 19,726 | 14,983 |
Inventory | 2,391 | 350 |
Prepaid expenses and other current assets | 354 | 325 |
Total current assets | 23,056 | 16,646 |
Property and Equipment, net | 3,787 | 393 |
Other Assets: | ||
Intangible assets, net | 12,347 | 11,849 |
Goodwill | 11,458 | 9,745 |
Security deposits and other long term assets | 263 | 115 |
Total other assets | 24,068 | 21,709 |
Total assets | 50,911 | 38,748 |
Current Liabilities: | ||
Line of credit | 9,730 | 6,139 |
Note payable - related party | 0 | 500 |
Accounts payable - trade | 16,798 | 13,326 |
Accrued expenses and other current liabilities | 1,748 | 1,572 |
Dividends payable | 470 | 1,125 |
Current portion of long-term debt | 897 | 857 |
Total current liabilities | 29,643 | 23,519 |
Long-term debt | ||
Long-term debt | 3,831 | 3,003 |
Subordinated promissory notes | 344 | 0 |
Mandatorily redeemable non-controlling interest | 681 | 671 |
Deferred income taxes | 1,131 | 257 |
Other liabilities | 254 | 79 |
Total other liabilities | 6,241 | 4,010 |
Total liabilities | 35,884 | 27,529 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 837,951 issued and 817,951 outstanding as of September 30, 2018 and 573,951 issued and 553,951 outstanding as of September 30, 2017 | 1 | 1 |
Paid-in capital | 15,872 | 12,312 |
Treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated deficit | (606) | (854) |
Total stockholders' equity | 15,027 | 11,219 |
Total liabilities and stockholders' equity | 50,911 | 38,748 |
Series A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Series B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Series C [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 4,500,000 | 4,500,000 |
Common stock, shares issued (in shares) | 837,951 | 573,951 |
Common stock, shares outstanding (in shares) | 817,951 | 553,951 |
Treasury Stock, at cost (in shares) | 20,000 | 20,000 |
Series A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred Stock, shares issued (in shares) | 20,000 | 20,000 |
Preferred stock, shares outstanding (in shares) | 20,000 | 20,000 |
Series B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,700 | 5,700 |
Preferred Stock, shares issued (in shares) | 1,271 | 1,271 |
Preferred stock, shares outstanding (in shares) | 1,271 | 1,271 |
Series C [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred Stock, shares issued (in shares) | 20,000 | 14,205 |
Preferred stock, shares outstanding (in shares) | 20,000 | 14,205 |
Preferred stock, liquidation value | $ 11,966 | $ 8,224 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
REVENUES | ||||||||||||
Total Revenues | $ 17,669 | $ 15,870 | $ 14,780 | $ 15,262 | $ 13,416 | $ 13,672 | $ 30,650 | $ 27,088 | $ 48,318 | $ 42,350 | $ 67,521 | $ 58,934 |
Cost and Expenses: | ||||||||||||
Forwarding expenses | 11,482 | 10,169 | 9,463 | 9,471 | 7,990 | 8,756 | 19,631 | 16,746 | 31,112 | 26,217 | 42,685 | 37,202 |
Cost of revenues - manufacturing | 940 | 860 | 728 | 989 | 1,086 | 813 | 1,588 | 1,899 | 2,528 | 2,888 | 4,524 | 3,707 |
Selling, general and administrative | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 18,618 | 15,155 |
Amortization of intangible assets | 200 | 201 | 193 | 196 | 192 | 191 | 394 | 383 | 594 | 579 | 807 | 766 |
Total Costs and Expenses | 17,653 | 16,011 | 14,482 | 14,643 | 12,820 | 13,362 | 30,493 | 26,182 | 48,145 | 40,825 | 66,634 | 56,830 |
Income from Operations | 16 | (141) | 298 | 619 | 596 | 310 | 157 | 906 | 173 | 1,525 | 887 | 2,104 |
Other Items: | ||||||||||||
Interest expense net of interest income | (107) | (117) | (117) | (184) | (192) | (190) | (234) | (382) | (341) | (566) | (499) | (790) |
Change in fair value of mandatorily redeemable non-controlling interest | (10) | 53 | ||||||||||
Income from Continuing Operations Before Income Taxes | (91) | (258) | 181 | 435 | 404 | 120 | (77) | 524 | (168) | 959 | 378 | 1,367 |
Income tax expense | 74 | 41 | (1) | (169) | (138) | (42) | 40 | (180) | 114 | (349) | (130) | (493) |
Income from Continuing Operations | 266 | 266 | 78 | 344 | 610 | 248 | 874 | |||||
Loss from discontinued operations, net of tax | (9) | (26) | (12) | (38) | (47) | 0 | (147) | |||||
Net income | (17) | (217) | 180 | 257 | 240 | 66 | (37) | 306 | (54) | 563 | 248 | 727 |
Preferred stock dividends | (111) | (91) | (106) | (128) | (126) | (129) | (197) | (255) | (308) | (383) | (438) | (517) |
Non-controlling interest dividends | (50) | 0 | ||||||||||
Gain on extinguishment of Preferred Stock Series C dividends | 1,312 | 1,312 | 1,312 | 1,312 | 0 | |||||||
Net income available to common shareholders | $ (128) | $ (308) | $ 1,386 | $ 129 | $ 114 | $ (63) | $ 1,078 | $ 51 | $ 950 | $ 180 | $ 1,072 | $ 210 |
Income per share from continuing operations: | ||||||||||||
Basic (in dollars per share) | $ (0.03) | $ (0.38) | $ 0.32 | $ 0.48 | $ 0 | $ 0.14 | $ (0.06) | $ 0 | $ (0.09) | $ 1.07 | $ 0.43 | $ 1.55 |
Diluted (in dollars per share) | (0.03) | (0.38) | 0.22 | 0.42 | 0 | 0.11 | (0.06) | 0 | (0.09) | 0.88 | 0.30 | 1.08 |
Loss per share from discontinued operations: | ||||||||||||
Basic (in dollars per share) | (0.54) | 0 | (0.02) | 0 | (0.02) | 1.91 | 0 | (0.08) | 0 | (0.26) | ||
Diluted (in dollars per share) | $ (0.54) | 0 | (0.02) | 0 | (0.02) | $ 1.91 | 0 | (0.07) | 0 | (0.18) | ||
Net income per share attributable to common stockholders: | ||||||||||||
Basic (in dollars per share) | (0.22) | 2.46 | 0.23 | 0 | (0.11) | 0 | 1.67 | 0.32 | 1.86 | 0.37 | ||
Diluted (in dollars per share) | $ (0.22) | $ 1.70 | $ 0.21 | $ 0 | $ (0.09) | $ 0 | $ 1.67 | $ 0.26 | $ 1.28 | $ 0.26 | ||
Weighted average number of shares outstanding: | ||||||||||||
Basic (in shares) | 576,285 | 568,974 | 562,285 | 553,951 | 573,951 | 573,951 | 565,629 | 573,951 | 569,181 | 567,309 | 574,721 | 563,951 |
Diluted (in shares) | 576,285 | 568,974 | 817,074 | 625,997 | 679,377 | 713,695 | 565,629 | 696,630 | 569,181 | 693,332 | 834,485 | 810,413 |
Global Logistics Services [Member] | ||||||||||||
REVENUES | ||||||||||||
Total Revenues | $ 15,238 | $ 13,695 | $ 12,855 | $ 12,979 | $ 11,057 | $ 11,870 | $ 26,550 | $ 22,927 | $ 41,787 | $ 35,906 | $ 57,200 | $ 50,650 |
Manufacturing [Member] | ||||||||||||
REVENUES | ||||||||||||
Total Revenues | $ 2,431 | $ 2,175 | $ 1,925 | $ 2,283 | $ 2,359 | $ 1,802 | $ 4,100 | $ 4,161 | $ 6,531 | $ 6,444 | $ 10,321 | $ 8,284 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member]Series A [Member] | Preferred Stock [Member]Series C [Member] | Common Stock [Member] | Common Stock [Member]Series A [Member] | Common Stock [Member]Series C [Member] | Paid-in Capital [Member] | Paid-in Capital [Member]Series A [Member] | Paid-in Capital [Member]Series C [Member] | Treasury Stock [Member] | Treasury Stock [Member]Series C [Member] | Retained Earnings [Member] | Retained Earnings [Member]Series C [Member] | Total | Series A [Member] | Series C [Member] |
Balance at Sep. 30, 2016 | $ 0 | $ 1 | $ 5,410 | $ 0 | $ (1,581) | $ 3,830 | ||||||||||
Balance (in shares) at Sep. 30, 2016 | 35,476 | 573,951 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Preferred stock Adjustment | 7,103 | 7,103 | ||||||||||||||
Net Income | $ 0 | $ 0 | 0 | $ 0 | 727 | 727 | ||||||||||
Dividends to preferred stockholders | (517) | (517) | ||||||||||||||
Stock-based compensation | 0 | 0 | 316 | 0 | 0 | 316 | ||||||||||
Treasury stock acquired | $ 0 | $ 0 | 0 | $ (240) | 0 | (240) | ||||||||||
Treasury stock acquired (in shares) | 0 | 0 | 20,000 | |||||||||||||
Balance at Sep. 30, 2017 | $ 0 | $ 1 | 12,312 | $ (240) | (854) | 11,219 | ||||||||||
Balance (in shares) at Sep. 30, 2017 | 35,476 | 573,951 | 20,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of Series C preferred stock | $ 0 | $ 0 | $ 2,897 | $ 0 | $ 0 | $ 2,897 | ||||||||||
Issuance of Series C preferred stock (in shares) | 5,795 | 0 | 0 | |||||||||||||
Net Income | $ 0 | $ 0 | 0 | $ 0 | 248 | 248 | ||||||||||
Dividends to preferred stockholders | (438) | (438) | ||||||||||||||
Dividend to non-controlling interest | (50) | (50) | ||||||||||||||
Repurchase of Preferred A Shares | $ 0 | $ 0 | $ (400) | 0 | $ (400) | |||||||||||
Repurchase of Preferred A Shares (in shares) | (20,000) | 0 | ||||||||||||||
Repurchase of Preferred A Shares | $ 0 | |||||||||||||||
Repurchase of Preferred A Shares (in shares) | 0 | |||||||||||||||
Exercise of warrants | $ 0 | $ 0 | 1,000 | $ 0 | 0 | 1,000 | ||||||||||
Exercise of warrants (in shares) | 0 | 250,000 | 0 | |||||||||||||
Stock-based compensation | $ 0 | $ 0 | 506 | $ 0 | 0 | 506 | ||||||||||
Stock option exercise | $ 0 | $ 0 | 45 | $ 0 | 0 | 45 | ||||||||||
Stock option exercise (in shares) | 0 | 14,000 | 0 | |||||||||||||
Balance at Sep. 30, 2018 | $ 0 | $ 1 | $ 15,872 | $ (240) | $ (606) | $ 15,027 | ||||||||||
Balance (in shares) at Sep. 30, 2018 | 21,271 | 837,951 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 248 | $ 727 |
Loss from discontinued operations | 0 | 147 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for uncollectible accounts | 22 | 194 |
Depreciation | 100 | 113 |
Deferred income tax | 69 | 368 |
Amortization of intangible assets | 807 | 766 |
Amortization of acquired inventory valuation | 190 | 0 |
Amortization of imputed interest | 0 | 29 |
Amortization of loan costs | 10 | 10 |
Stock based compensation | 678 | 316 |
Change in fair value of mandatorily redeemable non-controlling interest | 10 | (53) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (3,936) | (1,818) |
Inventory | (74) | 7 |
Prepaid expenses and sundry current assets | 23 | (91) |
Security deposits and other long term assets | (23) | (1) |
Accounts payable and accrued expenses | 2,549 | 2,547 |
Other liabilities | 175 | 0 |
Net cash provided by continuing operations | 848 | 3,261 |
Net cash used in discontinued operations | 0 | (73) |
Net cash provided by operating activities | 351 | 3,188 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment | (89) | (218) |
Cash acquired from acquisition | 0 | 116 |
Acquisition of W.J. Byrnes | 0 | (100) |
Note receivable | (125) | 0 |
Acquisition of Aves, net of cash acquired | (2,433) | 0 |
Acquisition of GTRI, net of cash acquired | (418) | 0 |
Acquisition of Antibodies, net of cash acquired | (4,535) | 0 |
Net cash used in investing activities | (7,600) | (202) |
Cash Flows From Financing Activities: | ||
Dividends paid to preferred stockholder | (1,093) | (15) |
Dividends paid to minority shareholder | (51) | 0 |
Repayments of term loan | (1,157) | (1,623) |
Proceeds from (repayments) of senior secured term loan | 2,025 | (585) |
Proceeds from sale of Series C Preferred Stock | 2,898 | 0 |
Proceeds from stock option exercise | 46 | 0 |
Line of credit, proceeds, net | 3,581 | 0 |
Repurchase of Preferred A Shares | (400) | 0 |
Exercise of warrants | 1,000 | 0 |
Repayment of notes payable - related party | (500) | (500) |
Treasury stock acquisition | 0 | (240) |
Net cash provided by (used in) in financing activities | 6,349 | (2,963) |
Net (decrease) increase in cash | (403) | 23 |
Cash at beginning of the period | 988 | 965 |
Cash at end of period | 585 | 988 |
Cash paid during the period for: | ||
Interest | 488 | 754 |
Income taxes | 93 | 168 |
Non-cash investing activities: | ||
Subordinated promissory notes of Antibodies | 344 | 0 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | $ 655 | $ 502 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Business description The Company operates its business as two distinct segments: Global Logistics Services and Manufacturing. Global Logistics Services The Company’s Global Logistics Services segment is comprised of several wholly-owned subsidiaries, collectively known as “Janel Group.” Janel Group is a non-asset based, full-service provider of 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. On April 1, 2017, the Company acquired W.J. Byrnes & Co. (“Byrnes”), a global logistics services provider with five U.S. locations. On January 3, 2018, the Company acquired Global Trading Resources, Inc. (“GTRI”), a full-service cargo transportation logistics management services provider, which provides freight forwarding via air-, ocean- and land-based carriers, customs brokerage services, warehousing and distribution services, and other value-added logistics services. See note 2. Manufacturing The Company’s manufacturing segment is comprised of Indco, Inc. (“Indco”), Aves Labs, Inc. (“Aves”) and Antibodies Incorporated (“Antibodies”). Indco, which is a majority-owned subsidiary of the Company, manufactures and distributes mixing equipment and apparatus for specific applications within various industries. The customer base is comprised of small- to mid-sized businesses as well as repetitive production orders for other larger customers. Aves is a wholly-owned subsidiary of the Company and is a manufacturer and distributor of high-quality antibodies and other immunoreagents for biomedical research and antibody manufacturing. Antibodies is a wholly-owned subsidiary of the Company and is a manufacturer and distributor of monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and a developer and practitioner of ImmunoAssays for academic and industry research scientists. On March 5, 2018, the Company acquired all of the outstanding common stock of Aves. See note 2. On June 22, 2018, the Company acquired Antibodies. See note 2. Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, of which Janel owns 91.65% with a non-controlling interest held by existing Indco management. The Indco non-controlling interest is mandatorily redeemable and is recorded as a liability. All intercompany transactions and balances have been eliminated in consolidation. Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to the potential impairment of goodwill and intangible assets with indefinite lives, the impairment of other long-lived assets, the valuation of acquisitions, the valuation of mandatorily redeemable non-controlling interests, gain on extinguishment of dividends on our Series C Cumulative Preferred Stock and the realization of deferred tax assets. Actual results could differ from those estimates. Cash 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 are recorded at the contractual amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The allowance for doubtful accounts as of September 30, 2018 and September 30, 2017 was $124 and $169, respectively. Inventory Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration, for Antibodies. The products of Antibodies require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. Amounts are charged to the reserve when the Company scraps or disposes of inventory. For the year ended September 30, 2018, the amount recognized in net sales of inventory sold that was not valued is not material. Property and equipment and depreciation policy Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. 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 recorded as expenses when incurred. Replacements and major renewals are capitalized. 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 the 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. The fair value of our reporting units were in excess of carrying value and goodwill was not deemed to be impaired as of September 30, 2018, and 2017. I ntangibles 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, 2018 and 2017. Business segment information The Company operates in two reportable segments: Global Logistics Services and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. Revenues and revenue recognition Global Logistics Services Revenues are derived from customs brokerage services and from freight forwarding services. Total revenues consist of the total dollar value of goods and services purchased from us by customers. Our net revenue is our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Most transactions in our transportation businesses are recorded at the gross amount we charge our customers for the service we provide and the goods we sell. In these transactions, we are the primary obligor, we have credit risk, we have discretion to select the supplier, and we have latitude in pricing decisions. Certain transactions in customs brokerage, managed services, freight forwarding, and sourcing are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. Net revenue is calculated as Revenue – Global Logistics Services less Costs and Expenses – Forwarding Expenses, as presented on our consolidated statement of operations. Net revenue is considered by management to be an important measurement of our success in the marketplace. In accordance with Accounting Standards Codification (“ASC”) Topic 605-20 Revenue Recognition - Services In accordance with ASC Topic 605-45 Revenue Recognition - Principal Agent Considerations Manufacturing Revenues from Indco are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Revenues from Aves are derived from the sale of high-quality antibodies and other immunoreagents for biomedical research and antibody manufacturing. Revenues from Antibodies are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Payments are received either by credit card or invoice by Indco, Aves and Antibodies. A significant portion of Indco sales come from print- and web-based catalog and specification features. Such online sales are generally credit card purchases. Revenues from Indco, Aves and Antibodies are recognized when products are shipped and risk of loss transfers to the carrier(s) used. Income (loss) 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 income (loss) per share when their effect is anti-dilutive. Stock-based compensation to employees Equity classified share-based awards The Company recognizes compensation expense for stock-based payments granted based on the grant-date fair value estimated in accordance with ASC Topic 718, “Compensation-Stock Compensation.” 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 restricted shares; the expense is recognized over the service period for awards expected to vest. Stock-based compensation to non-employees Liability classified share-based awards The Company maintains other share unit compensation grants for shares of Indco, the Company’s majority owned subsidiary, which vest over a period of up to three years following their grant. The shares contain certain put features where the Company is either required or expects to settle vested awards on a cash basis. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 10. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. Non-employee share-based awards The Company accounts for stock-based compensation to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity-Based Payments to Non-employees.” Measurement of share-based payment transactions with non-employees are based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of share-based payment transactions are determined at the earlier of performance commitment date or performance completion date. The Company believes that the fair value of the stock-based award is more reliably measurable than the fair value of the services received. The fair value of the granted stock-based awards is remeasured at each reporting date and expense is recognized over the vesting period of the award. Mandatorily Redeemable Non-Controlling Interests The non-controlling interests that are reflected as mandatorily redeemable non-controlling interests in the consolidated financial statements consist of non-controlling interests related to the Indco acquisition whose owners have certain redemption rights that allow them to require the Company to purchase the non-controlling interests of those owners upon certain events outside the control of the Company, including upon the death of the holder. The Company will be required to purchase 20% of the 8.35% mandatorily redeemable non-controlling interest at the option of the holder beginning on the third anniversary of the date of the Indco acquisition, which is March 21, 2019. On the date the Company acquires the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term liabilities section of the consolidated balance sheet under the caption “ Mandatorily redeemable non-controlling interests .” The mandatorily redeemable non-controlling interest is adjusted each reporting period to its then current redemption value, based on the predetermined formula defined in the respective agreement. The Company reflects any adjustment in the redemption value and any earnings attributable to the mandatorily redeemable non-controlling interest in its consolidated statements of operations by recording the adjustments and earnings to other income and expense in the caption “ change in fair value of mandatorily redeemable non-controlling interest .” 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. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act (the “Tax Reform Act”), which significantly changed the existing U.S. tax laws, including by reducing the corporate tax rate from 34% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of the enactment of the Tax Reform Act, the Company recorded an income tax benefit of $28 in fiscal 2018 related to the re-measurement of certain deferred tax assets, primarily net operating losses and intangibles. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers. On adoption, the Company will record an immaterial increase to total equity as of October 1, 2018 for the cumulative impact of adoption, primarily related to the recognition of in-transit revenue in the logistics business. The Company evaluated its existing contracts and determined that this standard did not have a significant impact on its gross versus net revenue recognition policies. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. The Company will provide expanded revenue recognition disclosures based on the new qualitative and quantitative disclosure requirements of the standard upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Reclassifications Prior year financial statement amounts are reclassified as necessary to conform to the current year presentation. These prior period reclassifications did not affect the Company’s income from operations, net income, earnings per share, stockholders’ equity or working capital. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2018 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2 ACQUISITIONS (A) 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 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 (in thousands). Fair Value Cash $ 116 Accounts receivable, net of allowance for doubtful accounts 299 Customer relationships and other intangibles 240 Goodwill 658 Security deposits 15 Note payable – bank (225 ) Accounts payable – trade (891 ) Accrued expenses and other current liabilities (112 ) Purchase price $ 100 (B) GLOBAL TRADING RESOURCES, INC. The Company acquired all of the outstanding common stock of GTRI effective as of January 3, 2018 for $528. A 338(h)(10) election was made in connection with the GTRI acquisition, and the acquisition will be treated as an asset purchase for income tax purposes, which will allow for the deduction of GTRI’s goodwill. The acquisition of GTRI was funded with cash provided by normal operations. GTRI 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. GTRI was established in 1994 and is headquartered in Portland, Oregon. The results of operations for GTRI will be in the Global Logistics Service reporting segment. GTRI results for the period from acquisition through September 30, 2018 are included in the results of operations for the twelve-month period ended September 30, 2018. Acquisition expenses associated with GTRI acquisition amounted to $26 for the year ended September 30, 2018 and is included in selling, general and administrative expenses. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for GTRI to the net tangible and identifiable intangible assets based on their estimated fair values. The Company finalized the valuation of assets acquired and liabilities assumed, and the fair value amounts noted are in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Accounts receivable $ 308 Other assets 8 Property & equipment - Intangibles - customer relationships 32 Intangibles - trademark 7 Intangibles - non-compete 39 Goodwill 353 Accounts payable (266 ) Accrued expenses (63 ) Purchase price, net of cash received $ 418 (C) AVES The Company acquired all of the outstanding common stock of Aves effective March 5, 2018 for $2,433, net of $72 received in cash. At closing, $1,975 was paid in cash and $497 was recorded in accrued expenses as a preliminary earnout consideration. If Aves manufactures certain products set forth in the purchase agreement, the earnout consideration is payable no later than thirty days following the determination that the applicable earnout condition has been satisfied. For the earnout consideration to be payable, the earnout condition must be satisfied no later than one hundred eighty days following closing, or September 1, 2018. As of September 30, 2018, the Company paid earnout consideration in the amount of $500 and recorded an additional $33 working capital adjustment. A 338(h)(10) election was made in connection with the Aves acquisition, and this acquisition will be treated as an asset purchase for income tax purposes, which will allow for the deduction of Aves goodwill. Aves provides high-quality antibodies and other immunoreagents for biomedical research and antibody manufacturing. The results of operations for Aves are reported in our Manufacturing segment. Acquisition expenses associated with the Aves acquisition amounted to $77 for the twelve months ended September 30, 2018 and is included in selling, general and administrative expenses. Aves results for the period from acquisition through September 30, 2018 are included in the results of operations for the twelve-months ended September 30, 2018. This includes revenues, cost of goods sold, selling, general and administrative expense and net income from operations of Aves amounted to $636, $215, $231 and $190, respectively. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for Aves to the net tangible and identifiable intangible assets based on their estimated fair values. The Company finalized the valuation of assets acquired and liabilities assumed, and, the fair value amounts noted are in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Accounts receivable $ 111 Inventory 1,057 Property & equipment 31 Intangibles - customer relationships 330 Intangibles - trademark 40 Intangibles - other 180 Goodwill 684 Purchase price, net of cash received $ 2,433 (E) ANTIBODIES INCORPORATED The Company acquired Antibodies via a merger that closed effective June 22, 2018 for $4,879, net of $56 of cash received. At closing, the former stockholders of Antibodies were paid $4,535 in cash and certain former stockholders were issued an aggregate amount of $344 in subordinated promissory notes. The acquisition of Antibodies was funded with cash provided by normal operations in the amount of $1,169, the sale of Series C Preferred Stock in the amount of $1,399, a senior secured term loan in the amount of $2,025, and $344 in subordinated promissory notes to certain former shareholders of Antibodies. Antibodies is a manufacturer and distributor of monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and a developer and practitioner of ImmunoAssays for academic and industry research scientists. Antibodies was founded in 1960 and is headquartered in Davis, California. The results of operations for Antibodies are reported in our Manufacturing segment. Acquisition expenses associated with Antibodies acquisition amounted to $263 for the twelve months ended September 30, 2018 and are included in selling, general and administrative expenses. Antibodies results for the period from acquisition through September 30, 2018 are included in the results of operations for the twelve-months ended September 30, 2018. This includes revenues, cost of goods sold, selling, general and administrative expense, interest expense and net income from operations of Antibodies amounted to $1,348, $512, $658, $40 and $138, respectively. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for Antibodies to the net tangible and identifiable intangible assets based on their estimated fair values. The Company finalized the valuation of assets acquired and liabilities assumed, and, the fair value amounts noted are in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Accounts receivable $ 411 Inventory 1,102 Prepaids 43 Property & equipment, net 3,373 Intangibles - trademark 301 Intangibles - other 377 Goodwill 675 Accounts payable (363 ) Accrued expenses (235 ) Deferred Income Taxes (805 ) Purchase price, net of cash received $ 4,879 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2018 | |
PROPERTY 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 (in thousands): September 30, 2018 September 30, 2017 Life Building and improvements $ 2,366 - 15-30 years Land and improvements 823 - Indefinite Furniture and Fixture 211 167 3-7 years Computer Equipment 323 234 3-5 years Machinery & Equipment 764 721 3-15 years Leasehold Improvements 181 87 3-5 years 4,668 1,209 Less Accumulated Depreciation (881 ) (816 ) $ 3,787 $ 393 |
INVENTORY
INVENTORY | 12 Months Ended |
Sep. 30, 2018 | |
INVENTORY [Abstract] | |
INVENTORY | 4 INVENTORY Inventories at September 30 consist if the following (in thousands): Year Ended September 30, 2018 2017 Finished goods $ 1,241 $ - Work-in-process 286 6 Raw materials 888 368 Less – Reserve for inventory valuation (24 ) (24 ) Inventory net $ 2,391 $ 350 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2018 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | 5 INTANGIBLE ASSETS A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands): September 30, 2018 September 30, 2017 Life Customer relationships $ 12,052 $ 11,690 15-20 years Trademarks / names 2,118 1,770 20 years Other 656 60 2-5 years 14,826 13,520 Less: Accumulated Amortization (2,479 ) (1,671 ) $ 12,347 $ 11,849 The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal year 2019 $ 823 Fiscal year 2020 807 Fiscal year 2021 799 Fiscal year 2022 796 Fiscal year 2023 796 Thereafter 8,326 $ 12,347 |
NOTE PAYABLE - BANK
NOTE PAYABLE - BANK | 12 Months Ended |
Sep. 30, 2018 | |
NOTE PAYABLE - BANK [Abstract] | |
NOTE PAYABLE - BANK | 6 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 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 $10,000, 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 5% above the greater of (a) the prime rate of interest quoted in The Wall Street Journal At September 30, 2017, outstanding borrowings under the Presidential Facility were $6,139, representing 80.3% of the $7,643 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, the Janel Group subsidiaries (collectively the "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 $10,000, 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. The loan is subject to earlier termination as provided in the Santander Loan Agreement and matures on October 17, 2020, unless renewed. The Santander Loan Agreement requires the Company to maintain a lock box with Santander in addition to containing certain subjective acceleration clauses. As a result of these terms, the loan is classified as a current liability on the consolidated balance sheet. On March 21, 2018, the Janel Group Borrowers, the Company, and Aves entered into an amendment with Santander (the “Santander Amendment”) with respect to the Santander Loan Agreement. Pursuant to the Santander Amendment, and among other changes effected by such Santander Amendment, Aves was added as a Loan Party Obligor (but not a Janel Group Borrower) under the Santander Loan Agreement, the maximum amount available under the Santander Loan Agreement was increased from $10,000 to $11,000 (subject to 85% of eligible receivables), the foreign account sublimit was increased from $1,500 to $2,000, a one-time waiver was granted until May 31, 2018 for the stated event of default related to the delivery of the quarterly financial statements for the fiscal quarter ended December 31, 2017, and a one-time waiver, retroactive to March 5, 2018, of the provision that prohibits the Company from using proceeds of the revolving loan to finance acquisitions was granted for the purpose of partially funding the acquisition of Aves. At September 30, 2018, outstanding borrowings under the Santander Facility were $9,730, representing 88.5% of the $11,000 available thereunder, and interest was accruing at an effective interest rate of 5.75%. As of March 31, 2018, Santander had granted the Janel Group Borrowers a one-time waiver until May 31, 2018 for an event of default related to the delivery of the quarterly financial statements for the fiscal quarter ended December 31, 2017. Such event of default was subsequently remedied. See subsequent events footnote 19. (C) First Merchants Bank Credit Facility On March 21, 2016, Indco executed a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank with respect to a $6,000 term loan and $1,500 (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. As of September 30, 2017, there were no outstanding borrowings under the revolving loan and $3,861 of borrowings under the term loan, and interest was accruing on the term loan at an effective interest rate of 4.98%. As of September 30, 2018, there were no outstanding borrowings under the revolving loan and $2,713 of borrowings under the term loan, with interest accruing on the term loan at an effective interest rate of 5.85%. Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both September 30, 2018 and 2017. (in thousands) September 30, 2018 September 30, 2017 Long term debt is due in monthly installments of $71 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. $ 2,713 $ 3,860 Less current portion (857 ) (857 ) $ 1,856 $ 3,003 These obligations mature as follows (in thousands): 2019 $ 857 2020 857 2021 999 $ 2,713 (D) First Northern Bank of Dixon On June 21, 2018, AB Merger Sub, Inc., a wholly-owned, indirect subsidiary of the Company entered into a Business Loan Agreement (the “First Northern Loan Agreement”) and Promissory Note with First Northern Bank of Dixon (“First Northern”), with respect to a $2,025 senior secured term loan (the “Senior Secured Term Loan”). The First Northern Loan Agreement and Promissory Note are dated and effective as of June 14, 2018. The proceeds of the Senior Secured Term Loan were used to fund a portion of the merger consideration to acquire Antibodies. Interest will accrue on the Senior Secured Term Loan at an annual rate based on the five-year Treasury constant maturity (index) plus 2.50% (margin) for years one through five then adjusted and fixed for years six through ten using the same index and margin. The borrower’s and the Company’s obligations to First Northern under the First Northern Loan Agreement are secured by certain real property owned by Antibodies as of the closing of the Antibodies merger. The Senior Secured Term Loan will mature on June 14, 2028 (subject to earlier termination as provided in the First Northern Loan Agreement). The First Northern Loan Agreement requires, among other things, that the Borrowers, maintain certain Minimum Debt Service Coverage, Debt to Tangible Net Worth and Tangible Net Worth ratios as defined in the First Northern Loan Agreement. As of September 30, 2018, the total amount outstanding under the Senior Secured Term Loan was $2,015, of which $1,975 is included in long term debt and $40 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 5.28%. (in thousands) September 30, 2018 Long term debt is due in monthly installments of $12 plus monthly interest, at 5.28% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. $ 2,015 Less current portion (40 ) $ 1,975 These obligations mature as follows (in thousands): 2019 $ 40 2020 42 2021 45 2022 47 2023 50 Thereafter 1,791 $ 2,015 For the years ended September 30, 2018, Antibodies made bank loan (repayments) and received proceeds of ($50) and ($2,025), respectively. Antibodies was in compliance with the covenants defined in the First Northern Loan Agreement at September 30, 2018. |
SUBORDINATED PROMISSORY NOTE
SUBORDINATED PROMISSORY NOTE | 12 Months Ended |
Sep. 30, 2018 | |
SUBORDINATED PROMISSORY NOTE [Abstract] | |
SUBORDINATED PROMISSORY NOTE | 7 SUBORDINATED PROMISSORY NOTE On June 22, 2018, in connection with the Antibodies acquisition AB HoldCo, Inc. (“AB HoldCo”), a wholly-owned subsidiary of the Company, entered into subordinated promissory notes (“Subordinated Promissory Notes”) with certain former shareholders of Antibodies. Both the Subordinated Promissory Notes are guaranteed by the Company. The Subordinated Promissory Notes are subordinate to the terms of any credit agreement, loan agreement, indenture, promissory note, guaranty or other debt instrument pursuant to which AB HoldCo or any affiliate of AB HoldCo incurs, borrows, extends, guarantees, renews or refinances any indebtedness for borrowed money or other extensions of credit with any federal or state bank or other institutional lender and are unsecured. Each of the Subordinated Promissory Notes has a 4% annual interest rate payable in arrears on the last business day of each calendar quarter, commencing on September 30, 2018 and has a maturity date of June 22, 2021. The outstanding principal amount of these notes are payable in a single payment on the three-year anniversary June 22, 2021. Both notes are subject to prepayment in whole or in part, without premium or penalty, the outstanding principal amount of the notes, together with all accrued but unpaid interest on such principal amount up to the date of prepayment. Any prepayment shall be applied first to accrued but unpaid interest, and then to outstanding principal. Amounts outstanding as of September 30, 2018 under the two Subordinated Promissory Notes were $47 and $297, respectively. |
DEBT - RELATED PARTY
DEBT - RELATED PARTY | 12 Months Ended |
Sep. 30, 2018 | |
DEBT - RELATED PARTY [Abstract] | |
DEBT - RELATED PARTY | 8 DEBT - RELATED PARTY Debt - related party consists of the following (in thousands): September 30, 2018 2017 Non-interest-bearing note payable to a related party, net of imputed interest due when earned $ - $ 500 Less current portion - (500 ) $ - $ - For the years ended September 30, 2018 and 2017, the Company made note repayments of $500 and $500, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2018 | |
DISCONTINUED OPERATIONS [Abstract] | |
DISCONTINUED OPERATIONS | 9 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 2018 and 2017. Selling, general and administrative expenses associated with discontinued operations were ($0) and ($147) for fiscal 2018 and 2017, respectively. Liabilities related to the discontinued operations as of September 30, 2017 were $73 and were included in accrued expenses and other current liabilities. The cash flows from the discontinued business for the years ended September 30, 2018 and 2017 were as follows (in thousands): For the Years Ended September 30, 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ - $ (147 ) Accrued expenses and other current liabilities - 74 Net cash used in discontinued operations $ - $ (73 ) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 10 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 Series A Convertible Preferred Stock Series A Convertible Preferred Stock (the “Series A Stock”) 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 per year, payable quarterly. On September 24, 2018, the 20,000 shares of Series A Convertible Preferred Stock were repurchased by the company for $400. For the years ended September 30, 2018 and 2017, the Company declared dividends on Series A Stock of $15, respectively. On September 27, 2018, all shares of the Series A Stock were retired. Series B Convertible Preferred Stock Series B Convertible Preferred Stock (the “Series B Stock”) 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 Series C Cumulative Preferred Stock, (the “Series C Stock”) shares were initially entitled to receive annual dividends at a rate of 7% per annum of the Original Issuance Price of $10, when 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%. By the filing of the Certificate of Amendment on October 17, 2017, the annual dividend rate decreased to 5% per annum of the Original issuance Price, when and if declared by the Company’s board of directors, such rate to increase by 1% annually beginning on January 1, 2019 and on each January 1 thereafter for four years to a maximum rate of 9%. The dividend rate of the Series C Stock as of September 30, 2018 and 2017 was 5% and 7%, respectively. In the event of liquidation, holders of Series C Stock 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 by the Company at any time upon notice and payment of the Original Issuance Price, plus any accrued but unpaid dividends thereon. The liquidation value of Series C Stock was $11,966 and $8,224 as of September 30, 2018 and September 30, 2017, respectively. The change in terms were deemed to be substantial from a quantitative perspective (greater than 10% change in the present value of future cash flows) as well as qualitatively when considering the change in the form of the security from original issuance through October 17, 2017. The fair value prior to modification was $7,705 and $6,173 after modification, for a change of $1,311. In accordance with ASC 260, “Earnings Per Share,” this incremental benefit is treated as an adjustment to EPS for common stockholders. The amendment on October 17, 2017 to the annual dividend rate decrease was treated as an extinguishment for accounting purposes in a manner similar to a dividend. On March 21, 2018, the Company sold 3,000 shares of the Series C Stock to an accredited investor at a purchase price of $500 per share, or an aggregate of $1,500. On June 22, 2018, the Company sold 2,795 shares of the Series C Stock to an accredited investor at a purchase price of $500 per share, or an aggregate of $1,398. Such shares issued on March 21, 2018 and June 22, 2018 were sold to an accredited investor in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. For the years ended September 30, 2018 and 2017, the Company declared dividends on Series C Stock of $423 and $502, respectively. On September 27, 2018, the Company paid cash dividends of $1,093 to holders of Series C Stock. (B) Treasury Stock On March 31, 2017, the Company acquired 20,000 shares of its common stock for an aggregate of $240. This amount was paid in April 2017. (C) Equity Incentive Plan On May 12, 2017, the Company adopted the 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 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. The 2017 Plan was amended and restated on May 8, 2018, as discussed in more detail in note 11. (D) Stock Warrants In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC, the Company issued warrants, to purchase an aggregate of 250,000 shares of common stock at $4.00 per share. The warrants expire on October 5, 2018. On September 27, 2018, the warrants to purchase 250,000 shares of common stock at $4.00 were exercised. The Company has no other stock warrants outstanding. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 11 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 90,730 equity options and restricted stock awards were outstanding under the 2017 Plan and 26,323 shares were still available for issuance. On May 8, 2018, the board of directors of Janel amended and restated the 2017 Plan (as amended and restated, the “Amended 2017 Plan”). The provisions and terms of the Amended 2017 Plan are the same as those in the 2017 Plan, except that the Amended 2017 Plan removes the ability of Janel to award incentive stock options and removes the requirement for stockholder approval of the 2017 Plan. Total stock-based compensation for the years ended September 30, 2018 and 2017 amounted to $506 and $316, respectively, and was included in selling, general and administrative expense in the Company’s statements of operations. (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 on the average of the vesting date and term of the options. • 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: 2018 2017 Risk-free interest rate 1.92 - 2.70% 1.85 - 2.13% Expected option term in years 5.00-6.50 5.85 Expected volatility 91.94% - 99.13% 95.4% - 96.6% Dividend yield 0.00% 0.00% Weighted average grant date fair value $6.23 - $6.85 $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, 2017 119,645 $ 4.64 7.5 $ 468.28 Granted 7,153 $ 9.07 9.1 Exercised (14,000 ) $ 3.25 - Outstanding balance at September 30, 2018 112,798 $ 5.09 6.9 $ 357.10 Exercisable at September 30, 2018 89,068 $ 4.58 6.5 $ 324.21 The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock at September 30, 2018 of $8.20 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2018, there was approximately $34 of total unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized over a weighted average period of less than one year. The fair values of our non-employee option awards were estimated using the assumptions below, which yielded the following fair values for the periods presented: 2018 2017 Risk-free interest rate 2.89 – 3.05% 2.31% - 2.45% Expected option term in years 9.00 - 10.00 9.00 -10.00 Expected volatility 95.28% - 97.65% 94.71% - 98.79% Dividend yield 0.00% 0.00% Fair value $7.16 - $7.37 $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, 2017 51,053 $ 7.58 9.8 $ 49.70 No activity - Outstanding balance at September 30, 2018 51,053 $ 7.58 8.8 $ 31.84 Exercisable at September 30, 2018 17,018 $ 7.58 8.8 $ 10.61 The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock at September 30, 2018, of $8.20 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2018, there was approximately $123 of total unrecognized compensation expense related to the unvested stock options, which is expected to be recognized over a weighted average period of less than one year. Liability classified share-based awards Additionally, during the fiscal year ended September 30, 2018, 25,321 options were granted on Indco’s common stock. The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: 2018 Risk-free interest rate 2.65 - 2.78% Expected option term in years 4.02-6.27 Expected volatility 98.52% - 102.90% Dividend yield 0.00% Grant date fair value $9.40 - $9.83 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic (in thousands) Outstanding balance at September 30, 2017 - $ - - $ - Granted 25,321 $ 7.97 7.9 $ Outstanding balance at September 30, 2018 25,321 $ 7.97 7.9 $ 105.36 Exercisable at September 30, 2018 12,384 $ 6.48 7.5 $ 69.97 The aggregate intrinsic value in the above table is calculated as the difference between the valuation price of Indco’s common stock at September 30, 2018 of $12.13 per share and the exercise price of the stock options that had strike prices below such closing price. The liability classified awards were measured at fair value at each reporting date until the final measurement date, which was the date of completion of services required to earn the option. The compensation cost related to these options was approximately $172 for the fiscal year ended September 30, 2018 and is included in other liabilities in the consolidated financial statement. The cost associated with the options issued on each grant date is being recognized ratably over the period of service required to earn each tranche of options. Upon vesting, the options continue to be accounted for as a liability in accordance with ASC 480-10-25-8 and measured in accordance with ASC 480-10-35 at every reporting period until the options are settled. Changes in the fair value of the vested options are recognized in earnings in the consolidated financial statements. The options are classified as liabilities, and the underlying shares of Indco’s common stock also contain put options which result in their classification as a mandatorily redeemable security. While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase the shares upon death, which is certain to occur at some point in time. As of September 30, 2018, there was approximately $70 of total unrecognized compensation expense related to the unvested employee stock options. This expense is expected to be recognized over a weighted average period of less than one year. (B) Restricted Stock During the year ended September 30, 2018 there were no shares of restricted stock granted. Under the Amended 2017 Plan, each grant of restricted stock vests over a three-year period and the cost to the recipient is zero. Restricted stock compensation expense, which is a non-cash item, is being recognized in the Company’s financial statements over the vesting period of each restricted stock grant. The following table summarizes the status of our employee unvested restricted stock under the Plan for the year ended September 30, 2018: Restricted Stock Weighted Average Grant Date Fair Value Unvested at September 30, 2017 15,000 $ 8.01 Vested (5,000 ) $ 8.01 Unvested at September 30, 2018 10,000 $ 8.01 Exercisable at September 30, 2018 5,000 $ 8.01 As of September 30, 2018, there was approximately $17 of total unrecognized compensation cost related to unvested employee restricted stock. The cost is expected to be recognized over a weighted-average period of less than one year. The following table summarizes the status of our non-employee unvested restricted stock under the 2017 Plan for the year ended September 30, 2018: Restricted Stock Weighted Average Grant Date Fair Value Unvested at September 30, 2017 45,000 $ 8.03 Vested (15,000 ) $ 8.03 Unvested at September 30, 2018 30,000 $ 8.03 Exercisable at September 30, 2018 15,000 $ 8.03 As of September 30, 2018, there was approximately $116 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 less than one year. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2018 | |
INCOME PER COMMON SHARE [Abstract] | |
INCOME PER COMMON SHARE | 12 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, 2018 and 2017 (in thousands, except share and per share data) Year Ended September 30, 2018 2017 Income: Income from continuing operations $ 248 $ 874 Loss from discontinued operations - (147 ) Net income 248 727 Preferred stock dividends (438 ) (517 ) Non-controlling interest dividends (50 ) - Gain on extinguishment of Preferred stock dividends Series C 1,312 - Net income available to common stockholders $ 1,072 $ 210 Common Shares: Basic - weighted average common shares 574,721 563,951 Effect of dilutive securities: Stock options 58,433 77,979 Restricted stock 34,243 2,203 Warrants 134,767 133,575 Convertible preferred stock 32,321 32,705 Diluted - weighted average common stock 834,485 810,413 Year Ended September 30, 2018 2017 Income per Common Share: Basic - Income from continuing operations $ 0.43 $ 1.55 Loss from discontinued operations - (0.26 ) Net income 0.43 1.29 Preferred stock dividends (0.76 ) (0.92 ) Non-controlling interest dividends (0.09 ) - Gain on extinguishment of Preferred stock dividends Series C 2.28 - Net income (loss) attributable to common stockholders $ 1.86 $ 0.37 Diluted - Income from continuing operations 0.30 1.08 Loss from discontinued operations 0.00 (0.18 ) Net income 0.30 0.90 Preferred stock dividends (0.53 ) (0.64 ) Non-controlling interest dividends (0.06 ) - Gain on extinguishment of Preferred stock dividends Series C 1.57 - Net income available to common stockholders $ 1.28 $ 0.26 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, 2018 and 2017. Potentially diluted securities as of September 30, 2018 and 2017 are as follows: September 30, 2018 2017 Employee stock options (Note 11) 112,798 119,645 Non-employee stock options (Note 11) 51,053 51,053 Employee restricted stock (Note 11) 10,000 15,000 Non-employee restricted stock (Note 11) 30,000 45,000 Warrants (Note 10) - 250,000 Convertible preferred stock 12,710 32,705 216,561 513,403 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 13 INCOME TAXES On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act included significant changes to existing law, including, among other items, by reducing the U.S. federal statutory corporate tax rate from 34% to 21% effective January 1, 2018. ASC 740, “Income Taxes, (“ASC 740”) requires that the effects of changes in tax laws or rates be recognized in the period in which the law is enacted. Those effects, both current and deferred, are reported as part of the tax provision, regardless of income in which the underlying pretax income (expense) or asset (liability) was or will be reported. The Company’s estimated fiscal 2018 blended U.S. federal statutory corporate income tax rate of 24.2% was applied in the computation of the income tax provision for the year ended September 30, 2018. The blended U.S. federal statutory corporate tax rate of 24.2% represents the weighted average of the pre-enactment U.S. federal statutory corporate tax rate of 34% prior to the January 1, 2018 effective date and the post-enactment U.S. federal statutory corporate tax rate of 21% thereafter. The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows (in thousands): 2018 2017 Federal taxes at statutory rates $ 91 $ 407 Permanent differences 7 18 State and local taxes, net of Federal benefit 60 72 Federal rate change (28 ) - Other - (4 ) $ 130 $ 493 The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2018 2017 Current $ 55 $ 125 Deferred 75 368 Total $ 130 $ 493 2018 2017 Deferred tax assets - net operating loss carryforwards $ 1,117 $ 1,900 Credits 42 43 Other 36 90 Stock based compensation 293 264 Total deferred tax assets 1,488 2,297 Valuation allowance - - Total deferred tax assets net of valuation allowance 1,488 2,297 Deferred tax liabilities - depreciation and amortization 2,578 2,493 Prepaid expenses 41 61 Total deferred tax liabilities 2,619 2,554 Net deferred tax liability $ (1,131 ) $ (257 ) The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 4,443 2034 618 $ 5,061 |
PROFIT SHARING AND 401(k) PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended |
Sep. 30, 2018 | |
PROFIT SHARING AND 401(k) PLANS [Abstract] | |
PROFIT SHARING AND 401(k) PLANS | 14 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, 2018 and 2017 aggregated approximately $86 and $85, 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, 2018 and 2017 was $41 and $76, respectively. Antibodies’ 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 100% of the participant’s first 4% of compensation with an optional additional matching contribution up to 6% of compensation. The expense charged to operations for the years ended September 30, 2018 aggregated approximately $11. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2018 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
BUSINESS SEGMENT INFORMATION | 15 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, 2018 and 2017. For the year ended September 30, 2018 (in thousands) Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 67,521 $ 57,200 $ 10,321 $ - Forwarding expenses and cost of revenues 47,209 42,685 4,524 - Gross margin 20,312 14,515 5,797 - Selling, general and administrative 18,618 11,836 3,719 3,063 Amortization of intangible assets 807 - - 807 Income (loss) from operations 887 2,679 2,078 (3,870 ) Interest expense 499 283 220 (4 ) Identifiable assets 50,911 18,681 8,194 24,036 Capital expenditures 89 38 51 - For the year ended September 30, 2017 (in thousands) Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 58,934 $ 50,650 $ 8,284 $ - Forwarding expenses and cost of revenues 40,909 37,202 3,707 - Gross margin 18,025 13,448 4,577 - Selling, general and administrative 15,155 10,848 2,514 1,793 Amortization of intangible assets 766 - - 766 Income (loss) from operations 2,104 2,600 2,063 (2,559 ) Interest expense 790 513 277 - Identifiable assets 38,748 15,239 1,915 21,594 Capital expenditures 218 23 195 - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16 COMMITMENTS AND CONTINGENCIES (A) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2018 and 2017 was approximately $703 and $614, respectively. Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows (in thousands): Year ended September 30, 2019 $ 650 2020 $ 309 2021 $ 71 (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, 2018 | |
RISKS AND UNCERTAINTIES [Abstract] | |
RISKS AND UNCERTAINTIES | 17 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. 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 predicted 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 business, results of operations, financial condition or cash flows. In December 2017, Janel Group received a Notice of Copyright Infringement letter from counsel for Warren Communications News, Inc. (“Warren”), the publisher of the International Trade Today (“ITT”) newsletter. The letter alleges that Janel Group infringed upon Warren’s registered copyrights in its ITT newsletter. The Company believes it has meritorious defenses to the allegations. The Company is not presently able to reasonably estimate potential losses, if any, related to the allegations. (D) Concentration of Customers No customer accounts for 10% or more of consolidated sales for the years ended September 30, 2018 and 2017. Amounts due from these customers aggregated to approximately $1,078 and $1,100 at September 30, 2018 and 2017, respectively. No customer accounted for 10% or more of consolidated accounts receivable at September 30, 2018 and 2017. |
CORRECTION OF ERROR IN PRIOR PE
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS | 12 Months Ended |
Sep. 30, 2018 | |
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS [Abstract] | |
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS | 18 CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS In connection with the preparation of the audited consolidated financial statements for the year ended September 30, 2018, the Company discovered that it incorrectly included approximately $18,840 of revenue in its consolidated financial statements for the fiscal year ended September 30, 2017 as such, revenue did not meet certain criteria under As a result, fiscal year 2017 global logistics services revenue, primarily related to ocean import revenues, and the related forwarding expenses should have each been lower by approximately $18,840. The Company reduced both its previously reported global logistics revenue and forwarding expense by approximately this amount to correct the error for the year ended September 30, 2017. Since the global logistics revenue and forwarding expense is netted on the consolidated statement of operations, the adjustment represented an equal adjustment to two-line items (global logistics services revenue and forwarding expense) solely on the consolidated statement of operations. The error had no effect on the company’s previously reported total assets, total stockholders’ equity, operating results, cash flows or earnings per share as of September 30, 2017 or for the fiscal year then ended. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors, and based on an analysis of quantitative and qualitative factors, determined that the impact was not material to any of its previously issued financial statements. In regards to the interim 2018 errors and applicable interim 2017 periods, the Company corrected the statements of operations in the current period filing. The Company will correct the 2017 annual period errors prospectively and revise the financial statements when such period is included in future filings. The following tables present the impact by financial statement line item of the correction of the amounts previously reported to the revised amounts for the year ended September 30, 2017: JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) September 30, 2017 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 69,490 $ (18,840 ) $ 50,650 Manufacturing 8,284 8,284 Total Revenues 77,774 (18,840 ) 58,934 Cost and Expenses: Forwarding expenses 56,042 (18,840 ) 37,202 Cost of revenues - manufacturing 3,707 3,707 Selling, general and administrative 15,155 15,155 Amortization of intangible assets 766 766 Total Costs and Expenses 75,670 (18,840 ) 56,830 Income from Operations 2,104 2,104 Other Items: Interest expense net of interest income (790 ) (790 ) Change in fair value of mandatorily redeemable non-controlling interest 53 53 Net Income From Continuing Operations Before Income taxes 1,367 1,367 Income tax (expense) benefit (493 ) (493 ) Net Income From Continuing Operations 874 874 Loss from discontinued operations, net of tax (147 ) (147 ) Net Income 727 727 Preferred stock dividends (517 ) (517 ) Net Income Available to Common Stockholders $ 210 $ $ 210 Income per share from continuing operations attributable to common stockholders: Basic $ 1.55 $ - $ 1.55 Diluted $ 1.08 $ - $ 1.08 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.26 ) $ - $ (0.26 ) Diluted $ (0.18 ) - $ (0.18 ) Net income per share attributable to common stockholders: Basic $ 0.37 $ - $ 0.37 Diluted $ 0.26 $ - $ 0.26 Basic - weighted average number of shares outstanding 563,951 563,951 Diluted - weighted average number of shares outstanding 810,413 810,413 The accompanying unaudited financial information for the three-month periods specified below have been prepared in accordance with U.S. GAAP for interim financial information. In the opinion of management, all adjustments required for a fair presentation of the information have been made. Key financial data for quarterly periods in fiscal years ended September 30, 2018 and 2017 as revised, is presented in the table below. The remaining tables present the effects of the correction made to our previously reported unaudited consolidated quarterly financial information for each of the fiscal quarters ended December 31, 2016, March 31, 2017, June 30, 2017, December 31, 2017, March 31, 2018, and June 30, 2018. It should be noted that quarterly amounts are rounded separately and, as a result, the sum of the quarterly amounts may not equal the computed amount for the full year. JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months June 30, 2018 Nine Months June 30, 2018 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 20,068 $ (4,830 ) $ 15,238 $ 55,596 $ (13,809 ) $ 41,787 Manufacturing 2,431 2,431 6,531 6,531 Total Revenues 22,499 (4,830 ) 17,669 62,127 (13,809 ) 48,318 Cost and Expenses: Forwarding expenses 16,312 (4,830 ) 11,482 44,921 (13,809 ) 31,112 Cost of revenues - manufacturing 940 940 2,528 2,528 Selling, general and administrative 5,031 5,031 13,911 13,911 Amortization of intangible assets 200 200 594 594 Total Costs and Expenses 22,483 (4,830 ) 17,653 61,954 (13,809 ) 48,145 Income from Operations 16 16 173 173 Other Items: Interest expense net of interest income (107 ) (107 ) (341 ) (341 ) (Loss) Before Income Taxes (91 ) (91 ) (168 ) (168 ) Income tax (expense) benefit 74 74 114 114 Net loss (17 ) (17 ) (54 ) (54 ) Preferred stock dividends (111 ) (111 ) (308 ) (308 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Loss Available to Common Shareholders $ (128 ) $ $ (128 ) $ 950 $ $ 950 Income per share from continuing operations attributable to common stockholders: Basic $ (0.03 ) $ - $ (0.03 ) $ (0.09 ) $ - $ (0.09 ) Diluted $ (0.03 ) $ - $ (0.03 ) $ (0.09 ) $ - $ (0.09 ) Net income per share attributable to common stockholders: Basic $ (0.22 ) $ - $ (0.22 ) $ 1.67 $ - $ 1.67 Diluted $ (0.22 ) $ - $ (0.22 ) $ 1.67 $ - $ 1.67 Basic - weighted average number of shares outstanding 576,285 576,285 569,181 569,181 Diluted - weighted average number of shares outstanding 576,285 576,285 569,181 569,181 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months March 31, 2018 Six Months March 31, 2018 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 18,180 $ (4,485 ) $ 13,695 $ 35,528 $ (8,978 ) $ 26,550 Manufacturing 2,175 2,175 4,100 4,100 Total Revenues 20,355 (4,485 ) 15,870 39,628 (8,978 ) 30,650 Cost and Expenses: Forwarding expenses 14,654 (4,485 ) 10,169 28,609 (8,978 ) 19,631 Cost of revenues - manufacturing 860 860 1,588 1,588 Selling, general and administrative 4,781 4,781 8,880 8,880 Amortization of intangible assets 201 201 394 394 Total Costs and Expenses 20,496 (4,485 ) 16,011 39,471 (8,978 ) 30,493 Income from Operations (141 ) (141 ) 157 157 Other Items: Interest expense net of interest income (117 ) (117 ) (234 ) (234 ) (Loss) Before Income Taxes (258 ) (258 ) (77 ) (77 ) Income tax (expense) benefit (Note 13) 41 41 40 40 Net loss (217 ) (217 ) (37 ) (37 ) Preferred stock dividends (91 ) (91 ) (197 ) (197 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Income (Loss) Available to Common Shareholders $ (308 ) $ $ (308 ) $ 1,078 $ $ 1,078 Income per share from continuing operations attributable to common stockholders: Basic $ (0.38 ) $ $ (0.38 ) $ (0.06 ) $ $ (0.06 ) Diluted $ (0.38 ) $ $ (0.38 ) $ (0.06 ) $ $ (0.06 ) Net income per share attributable to common stockholders: Basic $ (0.54 ) $ - $ (0.54 ) $ 1.91 $ - $ 1.91 Diluted $ (0.54 ) $ - $ (0.54 ) $ 1.91 $ - $ 1.91 Basic - weighted average number of shares outstanding 568,974 568,974 565,629 565,629 Diluted - weighted average number of shares outstanding 568,974 568,974 565,629 565,629 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months Ended December 31, 2017 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 17,348 $ (4,493 ) $ 12,855 Manufacturing 1,925 1,925 Total Revenues 19,273 (4,493 ) 14,780 Cost and Expenses: Forwarding expenses 13,956 (4,493 ) 9,463 Cost of revenues - manufacturing 728 728 Selling, general and administrative 4,098 4,098 Amortization of intangible assets 193 193 Total Costs and Expenses 18,975 (4,493 ) 14,482 Income from Operations 298 298 Other Items: Interest expense net of interest income (117 ) (117 ) Income Before Income Taxes 181 181 Income tax (expense) benefit (1 ) (1 ) Net Income 180 180 Preferred stock dividends (106 ) (106 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Income Available to Common Shareholders $ 1,386 $ $ 1,386 Income per share from continuing operations attributable to common stockholders: Basic $ 0.32 $ - $ 0.32 Diluted $ 0.22 $ - $ 0.22 Loss per share from discontinued operations attributable to common stockholders: Basic $ - $ - $ - Diluted $ - $ - $ - Net income per share attributable to common stockholders: Basic $ 2.46 $ - $ 2.46 Diluted $ 1.70 $ - $ 1.70 Basic - weighted average number of shares outstanding 562,285 562,285 Diluted - weighted average number of shares outstanding 817,074 817,074 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months June 30, 2017 Nine Months June 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 17,964 $ (4,985 ) $ 12,979 $ 49,499 $ (13,593 ) $ 35,906 Manufacturing 2,283 2,283 6,444 6,444 Total Revenues 20,247 (4,985 ) 15,262 55,943 (13,593 ) 42,350 Cost and Expenses: Forwarding expenses 14,456 (4,985 ) 9,471 39,810 (13,593 ) 26,217 Cost of revenues - manufacturing 989 989 2,888 2,888 Selling, general and administrative 3,987 3,987 11,141 11,141 Amortization of intangible assets 196 196 579 579 Total Costs and Expenses 19,628 (4,985 ) 14,643 54,418 (13,593 ) 40,825 Income from Operations 619 619 1,525 1,525 Other Items: Interest expense net of interest income (184 ) (184 ) (566 ) (566 ) Income Before Income Taxes 435 435 959 959 Income tax (expense) benefit (169 ) (169 ) (349 ) (349 ) Net Income From Continuing Operations 266 266 610 610 Loss from discontinued operations, net of tax (9 ) (9 ) (47 ) (47 ) Net Income 257 257 563 563 Preferred stock dividends (128 ) (128 ) (383 ) (383 ) Net Income Available to Common Shareholders $ 129 $ $ 129 $ 180 $ $ 180 Income per share from continuing operations attributable to common stockholders: Basic $ 0.48 $ - $ 0.48 $ 1.07 $ - $ 1.07 Diluted $ 0.42 $ - $ 0.42 $ 0.88 $ - $ 0.88 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.02 ) $ - $ (0.02 ) $ (0.08 ) $ - $ (0.08 ) Diluted $ (0.02 ) $ - $ (0.02 ) $ (0.07 ) $ - $ (0.07 ) Net income per share attributable to common stockholders: Basic $ 0.23 $ - $ 0.23 $ 0.32 $ - $ 0.32 Diluted $ 0.21 $ - $ 0.21 $ 0.26 $ - $ 0.26 Basic - weighted average number of shares outstanding 553,951 553,951 567,309 567,309 Diluted - weighted average number of shares outstanding 625,997 625,997 693,332 693,332 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months March 31, 2017 Six Months March 31, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 15,482 $ (4,425 ) $ 11,057 $ 31,535 $ (8,608 ) $ 22,927 Manufacturing 2,359 2,359 4,161 4,161 Total Revenues 17,841 (4,425 ) 13,416 35,696 (8,608 ) 27,088 Cost and Expenses: Forwarding expenses 12,415 (4,425 ) 7,990 25,354 (8,608 ) 16,746 Cost of revenues - manufacturing 1,086 1,086 1,899 1,899 Selling, general and administrative 3,552 3,552 7,154 7,154 Amortization of intangible assets 192 192 383 383 Total Costs and Expenses 17,245 (4,425 ) 12,820 34,790 (8,608 ) 26,182 Income from Operations 596 596 906 906 Other Items: Interest expense net of interest income (192 ) (192 ) (382 ) (382 ) Net Income From Continuing Operations Before Income taxes 404 404 524 524 Income tax expense (138 ) (138 ) (180 ) (180 ) Net Income From Continuing Operations 266 266 344 344 Loss from discontinued operations, net of tax (26 ) (26 ) (38 ) (38 ) Net Income 240 240 306 306 Preferred stock dividends (126 ) (126 ) (255 ) (255 ) Net Income Available to Common Shareholders $ 114 $ $ 114 $ 51 $ $ 51 Income per share from continuing operations attributable to common stockholders: Basic $ 0.46 $ - $ 0.46 $ 0.60 $ - $ 0.60 Diluted $ 0.39 $ - $ 0.39 $ 0.49 $ - $ 0.49 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.04 ) $ - $ (0.04 ) $ (0.07 ) $ - $ (0.07 ) Diluted $ (0.04 ) $ - $ (0.04 ) $ (0.05 ) $ - $ (0.05 ) Net income per share attributable to common stockholders: Basic $ 0.20 $ - $ 0.20 $ 0.09 $ - $ 0.09 Diluted $ 0.17 $ - $ 0.17 $ 0.07 $ - $ 0.07 Basic - weighted average number of shares outstanding 573,951 573,951 573,951 573,951 Diluted - weighted average number of shares outstanding 679,377 679,377 696,630 696,630 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months Ended December 31, 2016 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 16,053 $ (4,183 ) $ 11,870 Manufacturing 1,802 1,802 Total Revenues 17,855 (4,183 ) 13,672 Cost and Expenses: Forwarding expenses 12,939 (4,183 ) 8,756 Cost of revenues - manufacturing 813 813 Selling, general and administrative 3,602 3,602 Amortization of intangible assets 191 191 Total Costs and Expenses 17,545 (4,183 ) 13,362 Income from Operations 310 310 Other Items: Interest expense net of interest income (190 ) (190 ) Net Income From Continuing Operations Before Income taxes 120 120 Income tax (expense) benefit (42 ) (42 ) Net Income From Continuing Operations 78 78 Loss from discontinued operations, net of tax (12 ) (12 ) Net Income 66 66 Preferred stock dividends (129 ) (129 ) Net Loss Available to Common Stockholders $ (63 ) $ $ (63 ) Income per share from continuing operations attributable to common stockholders: Basic $ 0.14 $ - $ 0.14 Diluted $ 0.11 $ - $ 0.11 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.02 ) $ - $ (0.02 ) Diluted $ (0.02 ) $ - $ (0.02 ) Net income per share attributable to common stockholders: Basic $ (0.11 ) $ - $ (0.11 ) Diluted $ (0.09 ) $ - $ (0.09 ) Basic - weighted average number of shares outstanding 573,951 573,951 Diluted - weighted average number of shares outstanding 713,695 713,695 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 19 SUBSEQUENT EVENTS On November 20, 2018, the Company and its wholly-owned subsidiaries, entered into the Limited Waiver, Joinder and Second Amendment (“Amendment No. 2”) to the Loan and Security Agreement, dated October 17, 2017 (as amended by the Limited Waiver, Joinder and First Amendment dated as of March 21, 2018), with Santander Bank, N.A. Pursuant to, and among other changes effected by, Amendment No. 2: (1) Honor WW, HWL and Global were added as new borrowers under the Loan Agreement; (2) Aves was released as a loan party obligor under the Loan Agreement; (3) the maximum revolving facility amount available was increased from $11,000 to $17,000 (limited to 85% of the borrowers’ eligible accounts receivable borrowing base and reserves); (4) the foreign account sublimit was increased from $2,000 to $2,500; (5) the letter of credit limit was increased from $500 to $1,000; (6) the definitions of “Debt Service Coverage Ratio”, “Debt Service Coverage Ratio (Borrower Group)” and “Loan Party” were restated; (7) the permitted acquisition debt basket was increased from $2,500 to $4,000; and (8) the permitted indebtedness basket was increased from $500 to $1,000. On November 20, 2018, Janel Group, Inc., (“Group”), a wholly-owned subsidiary of Janel, entered into a Membership Interest Purchase Agreement (the “Agreement”) with Honor Worldwide Logistics LLC (“Honor”), Onor Group LLC, (“Onor”) and Biehl Logistics LLC, Onor and Biehl are hereinafter referred to as the “Members”. Pursuant to the Agreement, Janel Group will indirectly acquire Honor and Honor will become a direct wholly-owned subsidiary of Group and an indirect wholly-owned subsidiary of Janel. Under the terms of the Agreement, the aggregate merger consideration is $2,282, subject to certain adjustments as set forth in the Agreement. At closing, the former Members were paid $1,826 in cash and a former Member was issued an aggregate amount of $456 in a subordinated promissory note. In addition to the Honor acquisition, during the period subsequent to September 30, 2018 and through July 26, 2019, the Company completed two individually immaterial acquisitions for total cash consideration of $380. These acquisitions were completed primarily to expand our services and offerings and were related to both our Global Logistics Services Business and Manufacturing Business (Life Sciences). The fair value of the purchase price and the allocation thereof for both acquisitions have not yet been determined. As of May 1, 2019, Santander had granted the Janel Group Borrowers a one-time waiver until July 31, 2019 for an event of default related to the delivery of the audited financial statements for the fiscal year ended September 30, 2018. Other than as specifically referenced above, the Janel Group Borrowers were in compliance with the covenants defined in the Santander Loan Agreement as of September 30, 2018. Janel has determined that there were no other events or transactions occurring subsequent to September 30, 2018 that would have a material impact on Janel’s results of operations or financial condition as of September 30, 2018. |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [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, of which Janel owns 91.65% with a non-controlling interest held by existing Indco management. The Indco non-controlling interest is mandatorily redeemable and is recorded as a liability. All intercompany transactions and balances have been eliminated in consolidation. |
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 in the United States (“U.S. GAAP”) 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to the potential impairment of goodwill and intangible assets with indefinite lives, the impairment of other long-lived assets, the valuation of acquisitions, the valuation of mandatorily redeemable non-controlling interests, gain on extinguishment of dividends on our Series C Cumulative Preferred Stock and the realization of deferred tax assets. Actual results could differ from those estimates. |
Cash | Cash 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 Accounts receivable are recorded at the contractual amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The allowance for doubtful accounts as of September 30, 2018 and September 30, 2017 was $124 and $169, respectively. |
Inventory | Inventory Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration, for Antibodies. The products of Antibodies require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. Amounts are charged to the reserve when the Company scraps or disposes of inventory. For the year ended September 30, 2018, the amount recognized in net sales of inventory sold that was not valued is not material. |
Property and equipment and depreciation policy | Property and equipment and depreciation policy Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. 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 recorded as expenses when incurred. Replacements and major renewals are capitalized. |
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 the 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. The fair value of our reporting units were in excess of carrying value and goodwill was not deemed to be impaired as of September 30, 2018, and 2017. |
Intangible assets and long-lived assets | I ntangibles 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, 2018 and 2017. |
Business segment information | Business segment information The Company operates in two reportable segments: Global Logistics Services and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. |
Revenues and revenue recognition | Revenues and revenue recognition Global Logistics Services Revenues are derived from customs brokerage services and from freight forwarding services. Total revenues consist of the total dollar value of goods and services purchased from us by customers. Our net revenue is our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. We act principally as the service provider for these transactions and recognize revenue as these services are rendered or goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Most transactions in our transportation businesses are recorded at the gross amount we charge our customers for the service we provide and the goods we sell. In these transactions, we are the primary obligor, we have credit risk, we have discretion to select the supplier, and we have latitude in pricing decisions. Certain transactions in customs brokerage, managed services, freight forwarding, and sourcing are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. Net revenue is calculated as Revenue – Global Logistics Services less Costs and Expenses – Forwarding Expenses, as presented on our consolidated statement of operations. Net revenue is considered by management to be an important measurement of our success in the marketplace. In accordance with Accounting Standards Codification (“ASC”) Topic 605-20 Revenue Recognition - Services In accordance with ASC Topic 605-45 Revenue Recognition - Principal Agent Considerations Manufacturing Revenues from Indco are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Revenues from Aves are derived from the sale of high-quality antibodies and other immunoreagents for biomedical research and antibody manufacturing. Revenues from Antibodies are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Payments are received either by credit card or invoice by Indco, Aves and Antibodies. A significant portion of Indco sales come from print- and web-based catalog and specification features. Such online sales are generally credit card purchases. Revenues from Indco, Aves and Antibodies are recognized when products are shipped and risk of loss transfers to the carrier(s) used. |
Income (loss) per common share | Income (loss) 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 income (loss) per share when their effect is anti-dilutive. |
Stock-based compensation to employees and non-employees | Stock-based compensation to employees Equity classified share-based awards The Company recognizes compensation expense for stock-based payments granted based on the grant-date fair value estimated in accordance with ASC Topic 718, “Compensation-Stock Compensation.” 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 restricted shares; the expense is recognized over the service period for awards expected to vest. Stock-based compensation to non-employees Liability classified share-based awards The Company maintains other share unit compensation grants for shares of Indco, the Company’s majority owned subsidiary, which vest over a period of up to three years following their grant. The shares contain certain put features where the Company is either required or expects to settle vested awards on a cash basis. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 10. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. Non-employee share-based awards The Company accounts for stock-based compensation to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity-Based Payments to Non-employees.” Measurement of share-based payment transactions with non-employees are based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of share-based payment transactions are determined at the earlier of performance commitment date or performance completion date. The Company believes that the fair value of the stock-based award is more reliably measurable than the fair value of the services received. The fair value of the granted stock-based awards is remeasured at each reporting date and expense is recognized over the vesting period of the award. |
Mandatorily Redeemable Non-Controlling Interests | Mandatorily Redeemable Non-Controlling Interests The non-controlling interests that are reflected as mandatorily redeemable non-controlling interests in the consolidated financial statements consist of non-controlling interests related to the Indco acquisition whose owners have certain redemption rights that allow them to require the Company to purchase the non-controlling interests of those owners upon certain events outside the control of the Company, including upon the death of the holder. The Company will be required to purchase 20% of the 8.35% mandatorily redeemable non-controlling interest at the option of the holder beginning on the third anniversary of the date of the Indco acquisition, which is March 21, 2019. On the date the Company acquires the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term liabilities section of the consolidated balance sheet under the caption “ Mandatorily redeemable non-controlling interests .” The mandatorily redeemable non-controlling interest is adjusted each reporting period to its then current redemption value, based on the predetermined formula defined in the respective agreement. The Company reflects any adjustment in the redemption value and any earnings attributable to the mandatorily redeemable non-controlling interest in its consolidated statements of operations by recording the adjustments and earnings to other income and expense in the caption “ change in fair value of mandatorily redeemable non-controlling interest .” |
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. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act (the “Tax Reform Act”), which significantly changed the existing U.S. tax laws, including by reducing the corporate tax rate from 34% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of the enactment of the Tax Reform Act, the Company recorded an income tax benefit of $28 in fiscal 2018 related to the re-measurement of certain deferred tax assets, primarily net operating losses and intangibles. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers. On adoption, the Company will record an immaterial increase to total equity as of October 1, 2018 for the cumulative impact of adoption, primarily related to the recognition of in-transit revenue in the logistics business. The Company evaluated its existing contracts and determined that this standard did not have a significant impact on its gross versus net revenue recognition policies. Due to the short transit period of many of our performance obligations, we do not expect this change to have a material impact on our results of operations, financial position, or cash flows once implemented. The Company will provide expanded revenue recognition disclosures based on the new qualitative and quantitative disclosure requirements of the standard upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Reclassifications | Reclassifications Prior year financial statement amounts are reclassified as necessary to conform to the current year presentation. These prior period reclassifications did not affect the Company’s income from operations, net income, earnings per share, stockholders’ equity or working capital. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
W.J. Byrnes & Co., Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed (in thousands). Fair Value Cash $ 116 Accounts receivable, net of allowance for doubtful accounts 299 Customer relationships and other intangibles 240 Goodwill 658 Security deposits 15 Note payable – bank (225 ) Accounts payable – trade (891 ) Accrued expenses and other current liabilities (112 ) Purchase price $ 100 |
Global Trading Resources, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 308 Other assets 8 Property & equipment - Intangibles - customer relationships 32 Intangibles - trademark 7 Intangibles - non-compete 39 Goodwill 353 Accounts payable (266 ) Accrued expenses (63 ) Purchase price, net of cash received $ 418 |
Aves [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 111 Inventory 1,057 Property & equipment 31 Intangibles - customer relationships 330 Intangibles - trademark 40 Intangibles - other 180 Goodwill 684 Purchase price, net of cash received $ 2,433 |
Antibodies Incorporated [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 411 Inventory 1,102 Prepaids 43 Property & equipment, net 3,373 Intangibles - trademark 301 Intangibles - other 377 Goodwill 675 Accounts payable (363 ) Accrued expenses (235 ) Deferred Income Taxes (805 ) Purchase price, net of cash received $ 4,879 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment and Estimated Lives Used in Computation of Depreciation and Amortization | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows (in thousands): September 30, 2018 September 30, 2017 Life Building and improvements $ 2,366 - 15-30 years Land and improvements 823 - Indefinite Furniture and Fixture 211 167 3-7 years Computer Equipment 323 234 3-5 years Machinery & Equipment 764 721 3-15 years Leasehold Improvements 181 87 3-5 years 4,668 1,209 Less Accumulated Depreciation (881 ) (816 ) $ 3,787 $ 393 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
INVENTORY [Abstract] | |
Inventories | Inventories at September 30 consist if the following (in thousands): Year Ended September 30, 2018 2017 Finished goods $ 1,241 $ - Work-in-process 286 6 Raw materials 888 368 Less – Reserve for inventory valuation (24 ) (24 ) Inventory net $ 2,391 $ 350 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible Assets and Estimated Useful Lives used in Computation of Amortization | A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands): September 30, 2018 September 30, 2017 Life Customer relationships $ 12,052 $ 11,690 15-20 years Trademarks / names 2,118 1,770 20 years Other 656 60 2-5 years 14,826 13,520 Less: Accumulated Amortization (2,479 ) (1,671 ) $ 12,347 $ 11,849 |
Future Amortization of Intangible Assets | The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal year 2019 $ 823 Fiscal year 2020 807 Fiscal year 2021 799 Fiscal year 2022 796 Fiscal year 2023 796 Thereafter 8,326 $ 12,347 |
NOTE PAYABLE - BANK (Tables)
NOTE PAYABLE - BANK (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
First Merchants Bank [Member] | |
Line of Credit Facility [Line Items] | |
Schedule of Debt | Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both September 30, 2018 and 2017. (in thousands) September 30, 2018 September 30, 2017 Long term debt is due in monthly installments of $71 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. $ 2,713 $ 3,860 Less current portion (857 ) (857 ) $ 1,856 $ 3,003 |
Maturities of Long-term Debt | These obligations mature as follows (in thousands): 2019 $ 857 2020 857 2021 999 $ 2,713 |
First Northern Bank Dixon [Member] | |
Line of Credit Facility [Line Items] | |
Schedule of Debt | As of September 30, 2018, the total amount outstanding under the Senior Secured Term Loan was $2,015, of which $1,975 is included in long term debt and $40 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 5.28%. (in thousands) September 30, 2018 Long term debt is due in monthly installments of $12 plus monthly interest, at 5.28% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. $ 2,015 Less current portion (40 ) $ 1,975 |
Maturities of Long-term Debt | These obligations mature as follows (in thousands): 2019 $ 40 2020 42 2021 45 2022 47 2023 50 Thereafter 1,791 $ 2,015 |
DEBT - RELATED PARTY (Tables)
DEBT - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
DEBT - RELATED PARTY [Abstract] | |
Debt - Related Party | Debt - related party consists of the following (in thousands): September 30, 2018 2017 Non-interest-bearing note payable to a related party, net of imputed interest due when earned $ - $ 500 Less current portion - (500 ) $ - $ - |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
DISCONTINUED OPERATIONS [Abstract] | |
Cash Flows from Discontinued Business | The cash flows from the discontinued business for the years ended September 30, 2018 and 2017 were as follows (in thousands): For the Years Ended September 30, 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from discontinued operations $ - $ (147 ) Accrued expenses and other current liabilities - 74 Net cash used in discontinued operations $ - $ (73 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Indco [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions | 2018 Risk-free interest rate 2.65 - 2.78% Expected option term in years 4.02-6.27 Expected volatility 98.52% - 102.90% Dividend yield 0.00% Grant date fair value $9.40 - $9.83 |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic (in thousands) Outstanding balance at September 30, 2017 - $ - - $ - Granted 25,321 $ 7.97 7.9 $ Outstanding balance at September 30, 2018 25,321 $ 7.97 7.9 $ 105.36 Exercisable at September 30, 2018 12,384 $ 6.48 7.5 $ 69.97 |
Employee Option Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions | 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: 2018 2017 Risk-free interest rate 1.92 - 2.70% 1.85 - 2.13% Expected option term in years 5.00-6.50 5.85 Expected volatility 91.94% - 99.13% 95.4% - 96.6% Dividend yield 0.00% 0.00% Weighted average grant date fair value $6.23 - $6.85 $5.82 - $6.36 |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2017 119,645 $ 4.64 7.5 $ 468.28 Granted 7,153 $ 9.07 9.1 Exercised (14,000 ) $ 3.25 - Outstanding balance at September 30, 2018 112,798 $ 5.09 6.9 $ 357.10 Exercisable at September 30, 2018 89,068 $ 4.58 6.5 $ 324.21 |
Unvested Restricted Stock | summarizes the status of our employee unvested restricted stock under the Plan for the year ended September 30, 2018: Restricted Stock Weighted Average Grant Date Fair Value Unvested at September 30, 2017 15,000 $ 8.01 Vested (5,000 ) $ 8.01 Unvested at September 30, 2018 10,000 $ 8.01 Exercisable at September 30, 2018 5,000 $ 8.01 |
Non-Employee Option Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions | The fair values of our non-employee option awards were estimated using the assumptions below, which yielded the following fair values for the periods presented: 2018 2017 Risk-free interest rate 2.89 – 3.05% 2.31% - 2.45% Expected option term in years 9.00 - 10.00 9.00 -10.00 Expected volatility 95.28% - 97.65% 94.71% - 98.79% Dividend yield 0.00% 0.00% Fair value $7.16 - $7.37 $6.51 - $12.48 |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2017 51,053 $ 7.58 9.8 $ 49.70 No activity - Outstanding balance at September 30, 2018 51,053 $ 7.58 8.8 $ 31.84 Exercisable at September 30, 2018 17,018 $ 7.58 8.8 $ 10.61 |
Unvested Restricted Stock | The following table summarizes the status of our non-employee unvested restricted stock under the 2017 Plan for the year ended September 30, 2018: Restricted Stock Weighted Average Grant Date Fair Value Unvested at September 30, 2017 45,000 $ 8.03 Vested (15,000 ) $ 8.03 Unvested at September 30, 2018 30,000 $ 8.03 Exercisable at September 30, 2018 15,000 $ 8.03 |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
INCOME PER COMMON SHARE [Abstract] | |
Reconciliation of 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, 2018 and 2017 (in thousands, except share and per share data) Year Ended September 30, 2018 2017 Income: Income from continuing operations $ 248 $ 874 Loss from discontinued operations - (147 ) Net income 248 727 Preferred stock dividends (438 ) (517 ) Non-controlling interest dividends (50 ) - Gain on extinguishment of Preferred stock dividends Series C 1,312 - Net income available to common stockholders $ 1,072 $ 210 Common Shares: Basic - weighted average common shares 574,721 563,951 Effect of dilutive securities: Stock options 58,433 77,979 Restricted stock 34,243 2,203 Warrants 134,767 133,575 Convertible preferred stock 32,321 32,705 Diluted - weighted average common stock 834,485 810,413 Year Ended September 30, 2018 2017 Income per Common Share: Basic - Income from continuing operations $ 0.43 $ 1.55 Loss from discontinued operations - (0.26 ) Net income 0.43 1.29 Preferred stock dividends (0.76 ) (0.92 ) Non-controlling interest dividends (0.09 ) - Gain on extinguishment of Preferred stock dividends Series C 2.28 - Net income (loss) attributable to common stockholders $ 1.86 $ 0.37 Diluted - Income from continuing operations 0.30 1.08 Loss from discontinued operations 0.00 (0.18 ) Net income 0.30 0.90 Preferred stock dividends (0.53 ) (0.64 ) Non-controlling interest dividends (0.06 ) - Gain on extinguishment of Preferred stock dividends Series C 1.57 - Net income available to common stockholders $ 1.28 $ 0.26 |
Potentially Diluted Securities | Potentially diluted securities as of September 30, 2018 and 2017 are as follows: September 30, 2018 2017 Employee stock options (Note 11) 112,798 119,645 Non-employee stock options (Note 11) 51,053 51,053 Employee restricted stock (Note 11) 10,000 15,000 Non-employee restricted stock (Note 11) 30,000 45,000 Warrants (Note 10) - 250,000 Convertible preferred stock 12,710 32,705 216,561 513,403 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
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 (in thousands): 2018 2017 Federal taxes at statutory rates $ 91 $ 407 Permanent differences 7 18 State and local taxes, net of Federal benefit 60 72 Federal rate change (28 ) - Other - (4 ) $ 130 $ 493 |
Provision for Income Taxes | The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2018 2017 Current $ 55 $ 125 Deferred 75 368 Total $ 130 $ 493 |
Deferred Tax Assets and Liabilities | 2018 2017 Deferred tax assets - net operating loss carryforwards $ 1,117 $ 1,900 Credits 42 43 Other 36 90 Stock based compensation 293 264 Total deferred tax assets 1,488 2,297 Valuation allowance - - Total deferred tax assets net of valuation allowance 1,488 2,297 Deferred tax liabilities - depreciation and amortization 2,578 2,493 Prepaid expenses 41 61 Total deferred tax liabilities 2,619 2,554 Net deferred tax liability $ (1,131 ) $ (257 ) |
Operating Loss Carryforwards | The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 4,443 2034 618 $ 5,061 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
Segment Reporting Information by Segment | The following tables present selected financial information about the Company’s reportable segments for the years ended September 30, 2018 and 2017. For the year ended September 30, 2018 (in thousands) Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 67,521 $ 57,200 $ 10,321 $ - Forwarding expenses and cost of revenues 47,209 42,685 4,524 - Gross margin 20,312 14,515 5,797 - Selling, general and administrative 18,618 11,836 3,719 3,063 Amortization of intangible assets 807 - - 807 Income (loss) from operations 887 2,679 2,078 (3,870 ) Interest expense 499 283 220 (4 ) Identifiable assets 50,911 18,681 8,194 24,036 Capital expenditures 89 38 51 - For the year ended September 30, 2017 (in thousands) Consolidated Global Logistics Services Manufacturing Corporate Revenues $ 58,934 $ 50,650 $ 8,284 $ - Forwarding expenses and cost of revenues 40,909 37,202 3,707 - Gross margin 18,025 13,448 4,577 - Selling, general and administrative 15,155 10,848 2,514 1,793 Amortization of intangible assets 766 - - 766 Income (loss) from operations 2,104 2,600 2,063 (2,559 ) Interest expense 790 513 277 - Identifiable assets 38,748 15,239 1,915 21,594 Capital expenditures 218 23 195 - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Lease Commitments Under Non-cancellable Leases | Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows (in thousands): Year ended September 30, 2019 $ 650 2020 $ 309 2021 $ 71 |
CORRECTION OF ERROR IN PRIOR _2
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS [Abstract] | |
Correction of Amounts Previously Reported to Revised Amounts | The following tables present the impact by financial statement line item of the correction of the amounts previously reported to the revised amounts for the year ended September 30, 2017: JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) September 30, 2017 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 69,490 $ (18,840 ) $ 50,650 Manufacturing 8,284 8,284 Total Revenues 77,774 (18,840 ) 58,934 Cost and Expenses: Forwarding expenses 56,042 (18,840 ) 37,202 Cost of revenues - manufacturing 3,707 3,707 Selling, general and administrative 15,155 15,155 Amortization of intangible assets 766 766 Total Costs and Expenses 75,670 (18,840 ) 56,830 Income from Operations 2,104 2,104 Other Items: Interest expense net of interest income (790 ) (790 ) Change in fair value of mandatorily redeemable non-controlling interest 53 53 Net Income From Continuing Operations Before Income taxes 1,367 1,367 Income tax (expense) benefit (493 ) (493 ) Net Income From Continuing Operations 874 874 Loss from discontinued operations, net of tax (147 ) (147 ) Net Income 727 727 Preferred stock dividends (517 ) (517 ) Net Income Available to Common Stockholders $ 210 $ $ 210 Income per share from continuing operations attributable to common stockholders: Basic $ 1.55 $ - $ 1.55 Diluted $ 1.08 $ - $ 1.08 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.26 ) $ - $ (0.26 ) Diluted $ (0.18 ) - $ (0.18 ) Net income per share attributable to common stockholders: Basic $ 0.37 $ - $ 0.37 Diluted $ 0.26 $ - $ 0.26 Basic - weighted average number of shares outstanding 563,951 563,951 Diluted - weighted average number of shares outstanding 810,413 810,413 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months June 30, 2018 Nine Months June 30, 2018 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 20,068 $ (4,830 ) $ 15,238 $ 55,596 $ (13,809 ) $ 41,787 Manufacturing 2,431 2,431 6,531 6,531 Total Revenues 22,499 (4,830 ) 17,669 62,127 (13,809 ) 48,318 Cost and Expenses: Forwarding expenses 16,312 (4,830 ) 11,482 44,921 (13,809 ) 31,112 Cost of revenues - manufacturing 940 940 2,528 2,528 Selling, general and administrative 5,031 5,031 13,911 13,911 Amortization of intangible assets 200 200 594 594 Total Costs and Expenses 22,483 (4,830 ) 17,653 61,954 (13,809 ) 48,145 Income from Operations 16 16 173 173 Other Items: Interest expense net of interest income (107 ) (107 ) (341 ) (341 ) (Loss) Before Income Taxes (91 ) (91 ) (168 ) (168 ) Income tax (expense) benefit 74 74 114 114 Net loss (17 ) (17 ) (54 ) (54 ) Preferred stock dividends (111 ) (111 ) (308 ) (308 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Loss Available to Common Shareholders $ (128 ) $ $ (128 ) $ 950 $ $ 950 Income per share from continuing operations attributable to common stockholders: Basic $ (0.03 ) $ - $ (0.03 ) $ (0.09 ) $ - $ (0.09 ) Diluted $ (0.03 ) $ - $ (0.03 ) $ (0.09 ) $ - $ (0.09 ) Net income per share attributable to common stockholders: Basic $ (0.22 ) $ - $ (0.22 ) $ 1.67 $ - $ 1.67 Diluted $ (0.22 ) $ - $ (0.22 ) $ 1.67 $ - $ 1.67 Basic - weighted average number of shares outstanding 576,285 576,285 569,181 569,181 Diluted - weighted average number of shares outstanding 576,285 576,285 569,181 569,181 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months March 31, 2018 Six Months March 31, 2018 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 18,180 $ (4,485 ) $ 13,695 $ 35,528 $ (8,978 ) $ 26,550 Manufacturing 2,175 2,175 4,100 4,100 Total Revenues 20,355 (4,485 ) 15,870 39,628 (8,978 ) 30,650 Cost and Expenses: Forwarding expenses 14,654 (4,485 ) 10,169 28,609 (8,978 ) 19,631 Cost of revenues - manufacturing 860 860 1,588 1,588 Selling, general and administrative 4,781 4,781 8,880 8,880 Amortization of intangible assets 201 201 394 394 Total Costs and Expenses 20,496 (4,485 ) 16,011 39,471 (8,978 ) 30,493 Income from Operations (141 ) (141 ) 157 157 Other Items: Interest expense net of interest income (117 ) (117 ) (234 ) (234 ) (Loss) Before Income Taxes (258 ) (258 ) (77 ) (77 ) Income tax (expense) benefit (Note 13) 41 41 40 40 Net loss (217 ) (217 ) (37 ) (37 ) Preferred stock dividends (91 ) (91 ) (197 ) (197 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Income (Loss) Available to Common Shareholders $ (308 ) $ $ (308 ) $ 1,078 $ $ 1,078 Income per share from continuing operations attributable to common stockholders: Basic $ (0.38 ) $ $ (0.38 ) $ (0.06 ) $ $ (0.06 ) Diluted $ (0.38 ) $ $ (0.38 ) $ (0.06 ) $ $ (0.06 ) Net income per share attributable to common stockholders: Basic $ (0.54 ) $ - $ (0.54 ) $ 1.91 $ - $ 1.91 Diluted $ (0.54 ) $ - $ (0.54 ) $ 1.91 $ - $ 1.91 Basic - weighted average number of shares outstanding 568,974 568,974 565,629 565,629 Diluted - weighted average number of shares outstanding 568,974 568,974 565,629 565,629 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months Ended December 31, 2017 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 17,348 $ (4,493 ) $ 12,855 Manufacturing 1,925 1,925 Total Revenues 19,273 (4,493 ) 14,780 Cost and Expenses: Forwarding expenses 13,956 (4,493 ) 9,463 Cost of revenues - manufacturing 728 728 Selling, general and administrative 4,098 4,098 Amortization of intangible assets 193 193 Total Costs and Expenses 18,975 (4,493 ) 14,482 Income from Operations 298 298 Other Items: Interest expense net of interest income (117 ) (117 ) Income Before Income Taxes 181 181 Income tax (expense) benefit (1 ) (1 ) Net Income 180 180 Preferred stock dividends (106 ) (106 ) Gain on extinguishment of Preferred stock dividends Series C 1,312 1,312 Net Income Available to Common Shareholders $ 1,386 $ $ 1,386 Income per share from continuing operations attributable to common stockholders: Basic $ 0.32 $ - $ 0.32 Diluted $ 0.22 $ - $ 0.22 Loss per share from discontinued operations attributable to common stockholders: Basic $ - $ - $ - Diluted $ - $ - $ - Net income per share attributable to common stockholders: Basic $ 2.46 $ - $ 2.46 Diluted $ 1.70 $ - $ 1.70 Basic - weighted average number of shares outstanding 562,285 562,285 Diluted - weighted average number of shares outstanding 817,074 817,074 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months June 30, 2017 Nine Months June 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 17,964 $ (4,985 ) $ 12,979 $ 49,499 $ (13,593 ) $ 35,906 Manufacturing 2,283 2,283 6,444 6,444 Total Revenues 20,247 (4,985 ) 15,262 55,943 (13,593 ) 42,350 Cost and Expenses: Forwarding expenses 14,456 (4,985 ) 9,471 39,810 (13,593 ) 26,217 Cost of revenues - manufacturing 989 989 2,888 2,888 Selling, general and administrative 3,987 3,987 11,141 11,141 Amortization of intangible assets 196 196 579 579 Total Costs and Expenses 19,628 (4,985 ) 14,643 54,418 (13,593 ) 40,825 Income from Operations 619 619 1,525 1,525 Other Items: Interest expense net of interest income (184 ) (184 ) (566 ) (566 ) Income Before Income Taxes 435 435 959 959 Income tax (expense) benefit (169 ) (169 ) (349 ) (349 ) Net Income From Continuing Operations 266 266 610 610 Loss from discontinued operations, net of tax (9 ) (9 ) (47 ) (47 ) Net Income 257 257 563 563 Preferred stock dividends (128 ) (128 ) (383 ) (383 ) Net Income Available to Common Shareholders $ 129 $ $ 129 $ 180 $ $ 180 Income per share from continuing operations attributable to common stockholders: Basic $ 0.48 $ - $ 0.48 $ 1.07 $ - $ 1.07 Diluted $ 0.42 $ - $ 0.42 $ 0.88 $ - $ 0.88 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.02 ) $ - $ (0.02 ) $ (0.08 ) $ - $ (0.08 ) Diluted $ (0.02 ) $ - $ (0.02 ) $ (0.07 ) $ - $ (0.07 ) Net income per share attributable to common stockholders: Basic $ 0.23 $ - $ 0.23 $ 0.32 $ - $ 0.32 Diluted $ 0.21 $ - $ 0.21 $ 0.26 $ - $ 0.26 Basic - weighted average number of shares outstanding 553,951 553,951 567,309 567,309 Diluted - weighted average number of shares outstanding 625,997 625,997 693,332 693,332 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months March 31, 2017 Six Months March 31, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Revenue: Global Logistics Services $ 15,482 $ (4,425 ) $ 11,057 $ 31,535 $ (8,608 ) $ 22,927 Manufacturing 2,359 2,359 4,161 4,161 Total Revenues 17,841 (4,425 ) 13,416 35,696 (8,608 ) 27,088 Cost and Expenses: Forwarding expenses 12,415 (4,425 ) 7,990 25,354 (8,608 ) 16,746 Cost of revenues - manufacturing 1,086 1,086 1,899 1,899 Selling, general and administrative 3,552 3,552 7,154 7,154 Amortization of intangible assets 192 192 383 383 Total Costs and Expenses 17,245 (4,425 ) 12,820 34,790 (8,608 ) 26,182 Income from Operations 596 596 906 906 Other Items: Interest expense net of interest income (192 ) (192 ) (382 ) (382 ) Net Income From Continuing Operations Before Income taxes 404 404 524 524 Income tax expense (138 ) (138 ) (180 ) (180 ) Net Income From Continuing Operations 266 266 344 344 Loss from discontinued operations, net of tax (26 ) (26 ) (38 ) (38 ) Net Income 240 240 306 306 Preferred stock dividends (126 ) (126 ) (255 ) (255 ) Net Income Available to Common Shareholders $ 114 $ $ 114 $ 51 $ $ 51 Income per share from continuing operations attributable to common stockholders: Basic $ 0.46 $ - $ 0.46 $ 0.60 $ - $ 0.60 Diluted $ 0.39 $ - $ 0.39 $ 0.49 $ - $ 0.49 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.04 ) $ - $ (0.04 ) $ (0.07 ) $ - $ (0.07 ) Diluted $ (0.04 ) $ - $ (0.04 ) $ (0.05 ) $ - $ (0.05 ) Net income per share attributable to common stockholders: Basic $ 0.20 $ - $ 0.20 $ 0.09 $ - $ 0.09 Diluted $ 0.17 $ - $ 0.17 $ 0.07 $ - $ 0.07 Basic - weighted average number of shares outstanding 573,951 573,951 573,951 573,951 Diluted - weighted average number of shares outstanding 679,377 679,377 696,630 696,630 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three Months Ended December 31, 2016 As Reported Adjustments As Revised Revenue: Global Logistics Services $ 16,053 $ (4,183 ) $ 11,870 Manufacturing 1,802 1,802 Total Revenues 17,855 (4,183 ) 13,672 Cost and Expenses: Forwarding expenses 12,939 (4,183 ) 8,756 Cost of revenues - manufacturing 813 813 Selling, general and administrative 3,602 3,602 Amortization of intangible assets 191 191 Total Costs and Expenses 17,545 (4,183 ) 13,362 Income from Operations 310 310 Other Items: Interest expense net of interest income (190 ) (190 ) Net Income From Continuing Operations Before Income taxes 120 120 Income tax (expense) benefit (42 ) (42 ) Net Income From Continuing Operations 78 78 Loss from discontinued operations, net of tax (12 ) (12 ) Net Income 66 66 Preferred stock dividends (129 ) (129 ) Net Loss Available to Common Stockholders $ (63 ) $ $ (63 ) Income per share from continuing operations attributable to common stockholders: Basic $ 0.14 $ - $ 0.14 Diluted $ 0.11 $ - $ 0.11 Loss per share from discontinued operations attributable to common stockholders: Basic $ (0.02 ) $ - $ (0.02 ) Diluted $ (0.02 ) $ - $ (0.02 ) Net income per share attributable to common stockholders: Basic $ (0.11 ) $ - $ (0.11 ) Diluted $ (0.09 ) $ - $ (0.09 ) Basic - weighted average number of shares outstanding 573,951 573,951 Diluted - weighted average number of shares outstanding 713,695 713,695 |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Mar. 31, 2017Location | Dec. 31, 2017 | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($)SegmentLocation | Sep. 30, 2017USD ($) |
Business description [Abstract] | |||||
Number of reportable segments | Segment | 2 | ||||
Cash [Abstract] | |||||
Cash balances insured by Federal Deposit Insurance Corporation | $ 250 | $ 250 | |||
Accounts receivable and allowance for doubtful accounts receivable [Abstract] | |||||
Allowance for doubtful accounts | $ 124 | $ 124 | $ 169 | ||
Income taxes [Abstract] | |||||
U.S. federal statutory corporate tax rate | 34.00% | 21.00% | 24.20% | ||
Federal rate change | $ (28) | $ 0 | |||
W.J. Byrnes & Co., Inc. [Member] | |||||
Business description [Abstract] | |||||
Number of locations | Location | 5 | 5 | |||
Indco [Member] | |||||
Basis of consolidation [Abstract] | |||||
Ownership percentage by parent | 91.65% | 91.65% | |||
Liability classified share-based awards [Abstract] | |||||
Vesting period of grant | 3 years | ||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | |||||
Percentage of mandatorily redeemable non-controlling interests to be purchased | 20.00% | 20.00% | |||
Minority interest | 8.35% | 8.35% |
ACQUISITIONS, W.J. Byrnes & Co.
ACQUISITIONS, W.J. Byrnes & Co., Inc. (Details) $ in Thousands | Mar. 31, 2017USD ($)Location | Sep. 30, 2018USD ($)Location | Sep. 30, 2017USD ($) |
Business Combination, Consideration Transferred [Abstract] | |||
Consideration paid in cash | $ 0 | $ 100 | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Goodwill | $ 11,458 | $ 9,745 | |
W.J. Byrnes & Co., Inc. [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Business acquisition, percentage of outstanding common stock | 100.00% | ||
Number of locations | Location | 5 | 5 | |
Consideration paid in cash | $ 100 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Cash | 116 | ||
Accounts receivable, net of allowance for doubtful accounts | 299 | ||
Customer relationships and other intangibles | 240 | ||
Goodwill | 658 | ||
Security deposits | 15 | ||
Note payable - bank | (225) | ||
Accounts payable - trade | (891) | ||
Accrued expenses and other current liabilities | (112) | ||
Purchase price, net of cash received | $ 100 |
ACQUISITIONS, Global Trading Re
ACQUISITIONS, Global Trading Resources, Inc. (Details) - USD ($) $ in Thousands | Jan. 03, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Goodwill | $ 11,458 | $ 9,745 | |
Global Trading Resources, Inc. [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Consideration transferred | $ 528 | ||
Acquisition expenses | $ 26 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Accounts receivable | 308 | ||
Other assets | 8 | ||
Property & equipment | 0 | ||
Goodwill | 353 | ||
Accounts payable | (266) | ||
Accrued expenses | (63) | ||
Purchase price, net of cash received | 418 | ||
Global Trading Resources, Inc. [Member] | Customer Relationships [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | 32 | ||
Global Trading Resources, Inc. [Member] | Trademark [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | 7 | ||
Global Trading Resources, Inc. [Member] | Non-compete [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | $ 39 |
ACQUISITIONS, Aves (Details)
ACQUISITIONS, Aves (Details) - USD ($) $ in Thousands | Mar. 05, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration paid in cash | $ 0 | $ 100 | |||||||||||
Revenues | $ 17,669 | $ 15,870 | $ 14,780 | $ 15,262 | $ 13,416 | $ 13,672 | $ 30,650 | $ 27,088 | $ 48,318 | $ 42,350 | 67,521 | 58,934 | |
Cost of goods sold | 47,209 | 40,909 | |||||||||||
Selling, general and administrative expense | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 18,618 | 15,155 | |
Net income | $ (17) | $ (217) | $ 180 | $ 257 | $ 240 | $ 66 | $ (37) | $ 306 | $ (54) | $ 563 | 248 | 727 | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | 11,458 | $ 9,745 | |||||||||||
Aves [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration transferred | $ 2,433 | ||||||||||||
Acquisition expenses | 77 | ||||||||||||
Cash | 72 | ||||||||||||
Consideration paid in cash | 1,975 | ||||||||||||
Earnout consideration - accrued expenses | 497 | ||||||||||||
Earnout consideration paid | 500 | ||||||||||||
Working capital adjustment | 33 | ||||||||||||
Revenues | 636 | ||||||||||||
Cost of goods sold | 215 | ||||||||||||
Selling, general and administrative expense | 231 | ||||||||||||
Net income | $ 190 | ||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Accounts receivable | 111 | ||||||||||||
Inventory | 1,057 | ||||||||||||
Property & equipment | 31 | ||||||||||||
Goodwill | 684 | ||||||||||||
Purchase price, net of cash received | 2,433 | ||||||||||||
Aves [Member] | Maximum [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Earnout consideration payment period | 30 days | ||||||||||||
Earnout consideration satisfaction period | 180 days | ||||||||||||
Aves [Member] | Customer Relationships [Member] | |||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Intangibles | 330 | ||||||||||||
Aves [Member] | Trademark [Member] | |||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Intangibles | 40 | ||||||||||||
Aves [Member] | Other [Member] | |||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Intangibles | $ 180 |
ACQUISITIONS, Antibodies Incorp
ACQUISITIONS, Antibodies Incorporated (Details) - USD ($) $ in Thousands | Jun. 22, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration paid in cash | $ 0 | $ 100 | |||||||||||
Proceeds from sale of Series C Preferred Stock | 2,898 | 0 | |||||||||||
Revenues | $ 17,669 | $ 15,870 | $ 14,780 | $ 15,262 | $ 13,416 | $ 13,672 | $ 30,650 | $ 27,088 | $ 48,318 | $ 42,350 | 67,521 | 58,934 | |
Cost of goods sold | 47,209 | 40,909 | |||||||||||
Selling, general and administrative expense | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 18,618 | 15,155 | |
Net income | $ (17) | $ (217) | $ 180 | $ 257 | $ 240 | $ 66 | $ (37) | $ 306 | $ (54) | $ 563 | 248 | 727 | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | 11,458 | $ 9,745 | |||||||||||
Antibodies Incorporated [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration transferred | $ 4,879 | ||||||||||||
Cash | 56 | ||||||||||||
Consideration paid in cash | 4,535 | ||||||||||||
Cash provided by normal operations | 1,169 | ||||||||||||
Proceeds from (repayments of) senior secured term loan | 2,025 | ||||||||||||
Acquisition expenses | 263 | ||||||||||||
Revenues | 1,348 | ||||||||||||
Cost of goods sold | 512 | ||||||||||||
Selling, general and administrative expense | 658 | ||||||||||||
Interest expense | 40 | ||||||||||||
Net income | $ 138 | ||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Accounts receivable | 411 | ||||||||||||
Inventory | 1,102 | ||||||||||||
Prepaids | 43 | ||||||||||||
Property & equipment, net | 3,373 | ||||||||||||
Goodwill | 675 | ||||||||||||
Accounts payable | (363) | ||||||||||||
Accrued expenses | (235) | ||||||||||||
Deferred Income Taxes | (805) | ||||||||||||
Purchase price, net of cash received | 4,879 | ||||||||||||
Antibodies Incorporated [Member] | Series C Preferred Stock [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Proceeds from sale of Series C Preferred Stock | 1,399 | ||||||||||||
Antibodies Incorporated [Member] | Subordinated Promissory Notes [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Liabilities incurred | 344 | ||||||||||||
Antibodies Incorporated [Member] | Trademark [Member] | |||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Intangibles | 301 | ||||||||||||
Antibodies Incorporated [Member] | Other [Member] | |||||||||||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Intangibles | $ 377 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 4,668 | $ 1,209 |
Less Accumulated Depreciation | (881) | (816) |
Property and Equipment, Net | 3,787 | 393 |
Building and Improvements [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 2,366 | 0 |
Building and Improvements [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 15 years | |
Building and Improvements [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 30 years | |
Land and Improvements [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 823 | 0 |
Furniture and Fixture [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 211 | 167 |
Furniture and Fixture [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 3 years | |
Furniture and Fixture [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 7 years | |
Computer Equipment [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 323 | 234 |
Computer Equipment [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 5 years | |
Machinery & Equipment [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 764 | 721 |
Machinery & Equipment [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 3 years | |
Machinery & Equipment [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 15 years | |
Leasehold Improvements [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Gross | $ 181 | $ 87 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 5 years |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
INVENTORY [Abstract] | ||
Finished goods | $ 1,241 | $ 0 |
Work-in-process | 286 | 6 |
Raw materials | 888 | 368 |
Less - Reserve for inventory valuation | (24) | (24) |
Inventory net | $ 2,391 | $ 350 |
INTANGIBLE ASSETS, Summary of I
INTANGIBLE ASSETS, Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Intangible Assets, Net [Abstract] | ||
Intangible Assets, Gross | $ 14,826 | $ 13,520 |
Less: Accumulated amortization | (2,479) | (1,671) |
Intangible Assets, Net | 12,347 | 11,849 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible Assets, Gross | $ 12,052 | 11,690 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life (in years) | 15 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life (in years) | 20 years | |
Trademarks/Trade Names [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible Assets, Gross | $ 2,118 | 1,770 |
Life (in years) | 20 years | |
Other [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible Assets, Gross | $ 656 | $ 60 |
Other [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life (in years) | 2 years | |
Other [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life (in years) | 5 years |
INTANGIBLE ASSETS, Future Amort
INTANGIBLE ASSETS, Future Amortization of Intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Future Amortization of Intangible Assets [Abstract] | ||
Fiscal year 2019 | $ 823 | |
Fiscal year 2020 | 807 | |
Fiscal year 2021 | 799 | |
Fiscal year 2022 | 796 | |
Fiscal year 2023 | 796 | |
Thereafter | 8,326 | |
Intangible Assets, Net | $ 12,347 | $ 11,849 |
NOTE PAYABLE - BANK, Presidenti
NOTE PAYABLE - BANK, Presidential Financial Corporation Facility (Details) - Presidential Financial Corporation Facility [Member] $ in Thousands | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Line of Credit Facility [Abstract] | |
Maximum borrowing capacity | $ 10,000 |
Borrowing limit as a percentage of outstanding eligible accounts receivable | 85.00% |
Basis spread on variable rate | 5.00% |
Interest rate percentage | 3.25% |
Outstanding borrowings | $ 6,139 |
Percentage of outstanding borrowings | 80.30% |
Available borrowings | $ 7,643 |
Effective interest rate | 7.50% |
NOTE PAYABLE - BANK, Santander
NOTE PAYABLE - BANK, Santander Bank Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Mar. 21, 2018 | Oct. 17, 2017 | |
Santander Bank Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Maximum borrowing capacity | $ 11,000 | $ 11,000 | $ 10,000 |
Borrowing limit as a percentage of outstanding eligible accounts receivable | 85.00% | ||
Outstanding borrowings | $ 9,730 | ||
Percentage of outstanding borrowings | 88.50% | ||
Effective interest rate | 5.75% | ||
Santander Bank Facility [Member] | Prime Rate [Member] | |||
Line of Credit Facility [Abstract] | |||
Basis spread on variable rate | 0.50% | ||
Santander Bank Facility [Member] | LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Basis spread on variable rate | 2.50% | ||
Term of variable rate | 30 days | ||
Term of variable rate, one | 60 days | ||
Term of variable rate, two | 90 days | ||
Libor rate floor | 0.75% | ||
Foreign Line of Credit [Member] | |||
Line of Credit Facility [Abstract] | |||
Maximum borrowing capacity | $ 2,000 | $ 1,500 |
NOTE PAYABLE - BANK, First Merc
NOTE PAYABLE - BANK, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Long Term Debt [Abstract] | ||
Less current portion | $ (897) | $ (857) |
Long-term debt | $ 3,831 | 3,003 |
Indco [Member] | ||
Long Term Debt [Abstract] | ||
Term of variable rate | 1 month | |
Debt instrument monthly installment | $ 71 | |
First Merchants Bank Credit Facility [Member] | Indco [Member] | ||
Long Term Debt [Abstract] | ||
Long-term Debt | 2,713 | 3,860 |
Less current portion | (857) | (857) |
Long-term debt | 1,856 | 3,003 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2019 | 857 | |
2020 | 857 | |
2021 | 999 | |
Long-term Debt | 2,713 | $ 3,860 |
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco [Member] | ||
Long Term Debt [Abstract] | ||
Face amount of debt | $ 6,000 | |
Effective interest rate | 5.85% | 4.98% |
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco [Member] | LIBOR [Member] | Minimum [Member] | ||
Long Term Debt [Abstract] | ||
Basis spread on variable rate | 3.75% | |
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco [Member] | LIBOR [Member] | Maximum [Member] | ||
Long Term Debt [Abstract] | ||
Basis spread on variable rate | 4.75% | |
First Merchants Bank Credit Facility [Member] | Revolving Loan [Member] | Indco [Member] | ||
Long Term Debt [Abstract] | ||
Face amount of debt | $ 1,500 | |
Outstanding borrowings | $ 0 | $ 0 |
First Merchants Bank Credit Facility [Member] | Revolving Loan [Member] | Indco [Member] | LIBOR [Member] | ||
Long Term Debt [Abstract] | ||
Basis spread on variable rate | 2.75% |
NOTE PAYABLE - BANK, First Nort
NOTE PAYABLE - BANK, First Northern Bank of Dixon (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
NOTE PAYABLE - BANK [Abstract] | ||
Less current portion | $ (897) | $ (857) |
Long-term debt, non-current | 3,831 | $ 3,003 |
First Northern Bank Dixon [Member] | Term Loan [Member] | ||
Line of Credit Facility [Abstract] | ||
Face amount of debt | $ 2,025 | |
Treasury constant maturity (index) | 5 years | |
Basis spread on variable rate | 2.50% | |
Outstanding borrowings | $ 2,015 | |
Effective interest rate | 5.28% | |
NOTE PAYABLE - BANK [Abstract] | ||
Long-term Debt | $ 2,015 | |
Less current portion | (40) | |
Long-term debt, non-current | 1,975 | |
Debt instrument monthly installment | 12 | |
Repayments of debt | (50) | |
Proceeds from bank debt | 2,025 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2019 | 40 | |
2020 | 42 | |
2021 | 45 | |
2022 | 47 | |
2023 | 50 | |
Thereafter | 1,791 | |
Long-term Debt | $ 2,015 |
SUBORDINATED PROMISSORY NOTE (D
SUBORDINATED PROMISSORY NOTE (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Subordinated Promissory Note [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Annual interest rate percentage | 4.00% |
Debt instrument maturity date | Jun. 22, 2021 |
Subordinated Promissory Note, One [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Outstanding amount | $ 47 |
Subordinated Promissory Note, Two [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Outstanding amount | $ 297 |
DEBT - RELATED PARTY (Details)
DEBT - RELATED PARTY (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument Related Party Transactions [Abstract] | ||
Non-interest bearing note payable to a related party, net of imputed interest due when earned | $ 0 | $ 500 |
Less current portion | 0 | (500) |
Debt related party, non current | 0 | 0 |
Repayment of notes payable - related party | $ (500) | $ (500) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||||
Revenues from discontinued operations | $ 0 | $ 0 | |||||
Selling, general and administrative expenses from discontinued operations | 0 | (147) | |||||
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | |||||||
Liabilities related to discontinued operations | 0 | 74 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss from discontinued operations | $ (9) | $ (26) | $ (12) | $ (38) | $ (47) | 0 | (147) |
Accrued expenses and other current liabilities | 0 | 74 | |||||
Net cash used in discontinued operations | $ 0 | (73) | |||||
Accrued Expenses and Other Current Liabilities [Member] | |||||||
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | |||||||
Liabilities related to discontinued operations | 73 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Accrued expenses and other current liabilities | $ 73 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Common stock, shares authorized (in shares) | 4,500,000 | 4,500,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2018 | Jun. 22, 2018 | Mar. 21, 2018 | Oct. 17, 2016 | Oct. 16, 2016 | Sep. 30, 2018 | Sep. 30, 2017 |
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Dividends paid to preferred stockholder | $ (1,093) | $ (15) | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 | ||||||
Dividend payable | $ 15 | ||||||
Number of shares repurchased, shares (in shares) | 20,000 | ||||||
Number of shares repurchased, value (in shares) | $ 400 | 400 | |||||
Dividends declared | $ 15 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.10 | ||||||
Series C Cumulative Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividends declared | $ 423 | $ 502 | |||||
Dividends paid to preferred stockholder | $ (1,093) | ||||||
Preferred stock, dividend rate | 5.00% | 7.00% | 5.00% | 7.00% | |||
Common stock closing price per share (in dollars per share) | $ 10 | ||||||
Increase in dividend rate annually | 2.00% | 1.00% | |||||
Period of increase in dividend rate | 4 years | ||||||
Preferred stock, liquidation preference, value | $ 11,966 | $ 8,224 | |||||
Fair value prior to modification | 7,705 | ||||||
Fair value after to modification | 6,173 | ||||||
Change in fair value | 1,311 | ||||||
Stock issued in private placement (in shares) | 2,795 | 3,000 | |||||
Stock issued per share (in dollars per share) | $ 500 | $ 500 | |||||
Stock issued in private placement, value | $ 1,398 | $ 1,500 | $ 2,897 | ||||
Series C Cumulative Preferred Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Percentage of change in present value of future cash flows | 10.00% | ||||||
Series C Cumulative Preferred Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate | 13.00% | 9.00% |
STOCKHOLDERS' EQUITY, Treasury
STOCKHOLDERS' EQUITY, Treasury Stock and Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 27, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 06, 2013 |
Class of Stock [Line Items] | |||||
Treasury stock acquired, value | $ 240 | ||||
Securities Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of warrants issued (in shares) | 250,000 | ||||
Warrants exercise price (in dollars per share) | $ 4 | $ 4 | |||
Number of warrants exercised (in shares) | (250,000) | ||||
Stock warrants outstanding (in shares) | 0 | ||||
Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Treasury stock acquired (in shares) | 20,000 | 20,000 | |||
Treasury stock acquired, value | $ 240 | $ 240 | |||
Number of warrants exercised (in shares) | 0 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | May 12, 2017 | Oct. 30, 2013 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation [Abstract] | ||||
Stock-based compensation | $ 506 | $ 316 | ||
2013 Option Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 | |||
Options outstanding (in shares) | 73,121 | |||
Options available for issuance (in shares) | 12,879 | |||
2017 Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 | |||
Options outstanding (in shares) | 90,730 | |||
Options available for issuance (in shares) | 26,323 |
STOCK-BASED COMPENSATION, Assum
STOCK-BASED COMPENSATION, Assumptions (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Indco [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Dividend yield | 0.00% | |
Indco [Member] | Minimum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 2.65% | |
Expected option term in years | 4 years 7 days | |
Expected volatility | 98.52% | |
Weighted average grant date fair value (in dollars per share) | $ 9.40 | |
Indco [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 2.78% | |
Expected option term in years | 6 years 3 months 7 days | |
Expected volatility | 102.90% | |
Weighted average grant date fair value (in dollars per share) | $ 9.83 | |
Employee Option Awards [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Expected option term in years | 5 years 10 months 6 days | |
Dividend yield | 0.00% | 0.00% |
Employee Option Awards [Member] | Minimum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 1.92% | 1.85% |
Expected option term in years | 5 years | |
Expected volatility | 91.94% | 95.40% |
Weighted average grant date fair value (in dollars per share) | $ 6.23 | $ 5.82 |
Employee Option Awards [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 2.70% | 2.13% |
Expected option term in years | 6 years 6 months | |
Expected volatility | 99.13% | 96.60% |
Weighted average grant date fair value (in dollars per share) | $ 6.85 | $ 6.36 |
Non-Employee Option Awards [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Non-Employee Option Awards [Member] | Minimum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 2.89% | 2.31% |
Expected option term in years | 9 years | 9 years |
Expected volatility | 95.28% | 94.71% |
Weighted average grant date fair value (in dollars per share) | $ 7.16 | $ 6.51 |
Non-Employee Option Awards [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 3.05% | 2.45% |
Expected option term in years | 10 years | 10 years |
Expected volatility | 97.65% | 98.79% |
Weighted average grant date fair value (in dollars per share) | $ 7.37 | $ 12.48 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Indco's [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 25,321 | |
Outstanding, ending balance (in shares) | 25,321 | 0 |
Exercisable, ending balance (in shares) | 12,384 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 7.97 | |
Outstanding, ending balance (in dollars per share) | 7.97 | $ 0 |
Exercisable, ending balance (in dollars per share) | $ 6.48 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 7 years 10 months 24 days | 0 years |
Granted | 7 years 10 months 24 days | |
Exercisable | 7 years 6 months | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 0 | |
Outstanding, ending balance | 105,360 | $ 0 |
Exercisable, ending balance | $ 69,970 | |
Common stock closing price per share (in dollars per share) | $ 12.13 | |
Total unrecognized compensation expense | $ 70,000 | |
Stock-based compensation | $ 172,000 | |
Indco's [Member] | Maximum [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Weighted-average vesting period | 1 year | |
Employee Option Awards [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 119,645 | |
Granted (in shares) | 7,153 | |
Exercised (in shares) | (14,000) | |
Outstanding, ending balance (in shares) | 112,798 | 119,645 |
Exercisable, ending balance (in shares) | 89,068 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 4.64 | |
Granted (in dollars per share) | 9.07 | |
Exercised (in dollars per share) | 3.25 | |
Outstanding, ending balance (in dollars per share) | 5.09 | $ 4.64 |
Exercisable, ending balance (in dollars per share) | $ 4.58 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years 10 months 24 days | 7 years 6 months |
Granted | 9 years 1 month 6 days | |
Exercisable | 6 years 6 months | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 468,280 | |
Outstanding, ending balance | 357,100 | $ 468,280 |
Exercisable, ending balance | $ 324,210 | |
Common stock closing price per share (in dollars per share) | $ 8.20 | |
Total unrecognized compensation expense | $ 34,000 | |
Employee Option Awards [Member] | Maximum [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Weighted-average vesting period | 1 year | |
Non-Employee Option [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 51,053 | |
Outstanding, ending balance (in shares) | 51,053 | 51,053 |
Exercisable, ending balance (in shares) | 17,018 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 7.58 | |
Outstanding, ending balance (in dollars per share) | 7.58 | $ 7.58 |
Exercisable, ending balance (in dollars per share) | $ 7.58 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 8 years 9 months 18 days | 9 years 9 months 18 days |
Exercisable | 8 years 9 months 18 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 49,700 | |
Outstanding, ending balance | 31,840 | $ 49,700 |
Exercisable, ending balance | $ 10,610 | |
Common stock closing price per share (in dollars per share) | $ 8.20 | |
Total unrecognized compensation expense | $ 123,000 | |
Non-Employee Option [Member] | Maximum [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Weighted-average vesting period | 1 year |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Employee Restricted Stock [Member] | |
Restricted Stock [Roll Forward] | |
Unvested, beginning balance (in shares) | 15,000 |
Vested (in shares) | (5,000) |
Unvested, ending balance (in shares) | 10,000 |
Exercisable (in shares) | 5,000 |
Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 8.01 |
Vested (in dollars per share) | $ / shares | 8.01 |
Unvested, ending balance (in dollars per share) | $ / shares | 8.01 |
Exercisable (in dollars per share) | $ / shares | $ 8.01 |
Granted in period (in shares) | 0 |
Vesting period | 3 years |
Grant date cost to recipient | $ | $ 0 |
Total unrecognized compensation cost | $ | $ 17 |
Employee Restricted Stock [Member] | Maximum [Member] | |
Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-average vesting period | 1 year |
Non-Employee Restricted Stock [Member] | |
Restricted Stock [Roll Forward] | |
Unvested, beginning balance (in shares) | 45,000 |
Vested (in shares) | (15,000) |
Unvested, ending balance (in shares) | 30,000 |
Exercisable (in shares) | 15,000 |
Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 8.03 |
Vested (in dollars per share) | $ / shares | 8.03 |
Unvested, ending balance (in dollars per share) | $ / shares | 8.03 |
Exercisable (in dollars per share) | $ / shares | $ 8.03 |
Total unrecognized compensation cost | $ | $ 116 |
Non-Employee Restricted Stock [Member] | Maximum [Member] | |
Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-average vesting period | 1 year |
INCOME PER COMMON SHARE (Detail
INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
INCOME PER COMMON SHARE [Abstract] | ||||||||||||
Income from continuing operations | $ 266 | $ 266 | $ 78 | $ 344 | $ 610 | $ 248 | $ 874 | |||||
Loss from discontinued operations, net of tax | (9) | (26) | (12) | (38) | (47) | 0 | (147) | |||||
Net income | $ (17) | $ (217) | $ 180 | 257 | 240 | 66 | $ (37) | 306 | $ (54) | 563 | 248 | 727 |
Preferred stock dividends | (111) | (91) | (106) | (128) | (126) | (129) | (197) | (255) | (308) | (383) | (438) | (517) |
Non-controlling interest dividends | (50) | 0 | ||||||||||
Gain on extinguishment of Preferred Stock Series C dividends | 1,312 | 1,312 | 1,312 | 1,312 | 0 | |||||||
Net income available to common shareholders | $ (128) | $ (308) | $ 1,386 | $ 129 | $ 114 | $ (63) | $ 1,078 | $ 51 | $ 950 | $ 180 | $ 1,072 | $ 210 |
Common Shares [Abstract] | ||||||||||||
Basic - weighted average common shares (in shares) | 576,285 | 568,974 | 562,285 | 553,951 | 573,951 | 573,951 | 565,629 | 573,951 | 569,181 | 567,309 | 574,721 | 563,951 |
Effect of dilutive securities [Abstract] | ||||||||||||
Stock options (in shares) | 58,433 | 77,979 | ||||||||||
Restricted stock (in shares) | 34,243 | 2,203 | ||||||||||
Warrants (in shares) | 134,767 | 133,575 | ||||||||||
Convertible preferred stock (in shares) | 32,321 | 32,705 | ||||||||||
Diluted - weighted average common stock (in shares) | 576,285 | 568,974 | 817,074 | 625,997 | 679,377 | 713,695 | 565,629 | 696,630 | 569,181 | 693,332 | 834,485 | 810,413 |
Income per Common Shares - Basic [Abstract] | ||||||||||||
Income from continuing operations (in dollars per share) | $ (0.03) | $ (0.38) | $ 0.32 | $ 0.48 | $ 0 | $ 0.14 | $ (0.06) | $ 0 | $ (0.09) | $ 1.07 | $ 0.43 | $ 1.55 |
Loss from discontinued operations (in dollars per share) | $ (0.54) | 0 | (0.02) | 0 | (0.02) | $ 1.91 | 0 | (0.08) | 0 | (0.26) | ||
Net income (in dollars per share) | 0.43 | 1.29 | ||||||||||
Preferred stock dividends (in dollars per share) | (0.76) | (0.92) | ||||||||||
Non-controlling interest dividends (in dollars per share) | (0.09) | 0 | ||||||||||
Gain on extinguishment of Preferred stock dividends Series C (in dollars per share) | 2.28 | 0 | ||||||||||
Net income (loss) attributable to common stockholders (in dollars per share) | (0.22) | 2.46 | 0.23 | 0 | (0.11) | 0 | 1.67 | 0.32 | 1.86 | 0.37 | ||
Income per Common Shares - Diluted [Abstract] | ||||||||||||
Income from continuing operations (in dollars per share) | 0.30 | 1.08 | ||||||||||
Loss from discontinued operations (in dollars per share) | 0 | (0.18) | ||||||||||
Net income (in dollars per share) | 0.30 | 0.90 | ||||||||||
Preferred stock dividends (in dollars per share) | (0.53) | (0.64) | ||||||||||
Non-controlling interest dividends (in dollars per share) | (0.06) | 0 | ||||||||||
Gain on extinguishment of Preferred stock dividends Series C (in dollars per share) | 1.57 | 0 | ||||||||||
Net income available to common stockholders (in dollars per share) | $ (0.22) | $ 1.70 | $ 0.21 | $ 0 | $ (0.09) | $ 0 | $ 1.67 | $ 0.26 | $ 1.28 | $ 0.26 | ||
Anti-dilutive shares (in shares) | 0 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Sep. 30, 2018 | Sep. 30, 2017 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 216,561 | 513,403 |
Warrants [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 250,000 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 12,710 | 32,705 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 112,798 | 119,645 |
Non-Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 51,053 | 51,053 |
Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 10,000 | 15,000 |
Non-Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 30,000 | 45,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
INCOME TAXES [Abstract] | |||||||||||||
Statutory federal income tax rate | 34.00% | 21.00% | 24.20% | ||||||||||
Reconciliation of Income Tax [Abstract] | |||||||||||||
Federal taxes at statutory rates | $ 91 | $ 407 | |||||||||||
Permanent differences | 7 | 18 | |||||||||||
State and local taxes, net of Federal benefit | 60 | 72 | |||||||||||
Federal rate change | (28) | 0 | |||||||||||
Other | 0 | (4) | |||||||||||
Total | $ (74) | $ (41) | $ 1 | $ 169 | $ 138 | $ 42 | $ (40) | $ 180 | $ (114) | $ 349 | $ 130 | $ 493 |
INCOME TAXES, Provision for Inc
INCOME TAXES, Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
INCOME TAXES [Abstract] | ||||||||||||
Current | $ 55 | $ 125 | ||||||||||
Deferred | 75 | 368 | ||||||||||
Total | $ (74) | $ (41) | $ 1 | $ 169 | $ 138 | $ 42 | $ (40) | $ 180 | $ (114) | $ 349 | $ 130 | $ 493 |
INCOME TAXES, Components of Net
INCOME TAXES, Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 1,117 | $ 1,900 |
Credits | 42 | 43 |
Other | 36 | 90 |
Stock based compensation | 293 | 264 |
Total deferred tax assets | 1,488 | 2,297 |
Valuation allowance | 0 | 0 |
Total deferred tax assets net of valuation allowance | 1,488 | 2,297 |
Deferred tax liabilities - depreciation and amortization | 2,578 | 2,493 |
Prepaid expenses | 41 | 61 |
Total deferred tax liabilities | 2,619 | 2,554 |
Net deferred tax liability | $ (1,131) | $ (257) |
INCOME TAXES, Net Operating Los
INCOME TAXES, Net Operating Loss Carryforwards (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 5,061 |
2033 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | 4,443 |
2034 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 618 |
PROFIT SHARING AND 401(k) PLA_2
PROFIT SHARING AND 401(k) PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Defined Contribution Plan [Abstract] | ||
Percentage of participant contributions | 50.00% | |
Percentage of employer contributions | 50.00% | |
Percentage of contributions supported by employer | 6.00% | |
Expense charged to operations | $ 86 | $ 85 |
Indco's 401(k) Plan [Member] | ||
Defined Contribution Plan [Abstract] | ||
Expense charged to operations | $ 41 | $ 76 |
Employee eligible age to participate in plan | 21 years | |
Employee minimum service period to participate in plan | 1 year | |
Percentage of amount of qualified non-elective contribution of employee's pay | 3.00% | |
Indco's 401(k) Plan [Member] | Maximum [Member] | ||
Defined Contribution Plan [Abstract] | ||
Percentage of matching contribution | 4.00% | |
Antibodies 401(k) Plan [Member] | ||
Defined Contribution Plan [Abstract] | ||
Percentage of participant contributions | 50.00% | |
Percentage of employer contributions | 100.00% | |
Percentage of contributions supported by employer | 4.00% | |
Expense charged to operations | $ 11 | |
Antibodies 401(k) Plan [Member] | Maximum [Member] | ||
Defined Contribution Plan [Abstract] | ||
Percentage of matching contribution | 6.00% |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2018USD ($)Segment | Sep. 30, 2017USD ($) | |
Segment Reporting [Abstract] | ||||||||||||
Number of reportable segments | Segment | 2 | |||||||||||
Revenues | $ 17,669 | $ 15,870 | $ 14,780 | $ 15,262 | $ 13,416 | $ 13,672 | $ 30,650 | $ 27,088 | $ 48,318 | $ 42,350 | $ 67,521 | $ 58,934 |
Forwarding expenses and cost of revenues | 47,209 | 40,909 | ||||||||||
Gross margin | 20,312 | 18,025 | ||||||||||
Selling, general and administrative | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 18,618 | 15,155 |
Amortization of intangible assets | 200 | 201 | 193 | 196 | 192 | 191 | 394 | 383 | 594 | 579 | 807 | 766 |
Income from Operations | 16 | (141) | 298 | 619 | 596 | 310 | 157 | 906 | 173 | 1,525 | 887 | 2,104 |
Interest expense | $ 107 | $ 117 | $ 117 | $ 184 | $ 192 | $ 190 | $ 234 | $ 382 | $ 341 | $ 566 | 499 | 790 |
Identifiable assets | 50,911 | 38,748 | ||||||||||
Capital expenditures | 89 | 218 | ||||||||||
Corporate [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Revenues | 0 | 0 | ||||||||||
Forwarding expenses and cost of revenues | 0 | 0 | ||||||||||
Gross margin | 0 | 0 | ||||||||||
Selling, general and administrative | 3,063 | 1,793 | ||||||||||
Amortization of intangible assets | 807 | 766 | ||||||||||
Income from Operations | (3,870) | (2,559) | ||||||||||
Interest expense | (4) | 0 | ||||||||||
Identifiable assets | 24,036 | 21,594 | ||||||||||
Capital expenditures | 0 | 0 | ||||||||||
Global Logistics Services [Member] | Reportable Segments [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Revenues | 57,200 | 50,650 | ||||||||||
Forwarding expenses and cost of revenues | 42,685 | 37,202 | ||||||||||
Gross margin | 14,515 | 13,448 | ||||||||||
Selling, general and administrative | 11,836 | 10,848 | ||||||||||
Amortization of intangible assets | 0 | 0 | ||||||||||
Income from Operations | 2,679 | 2,600 | ||||||||||
Interest expense | 283 | 513 | ||||||||||
Identifiable assets | 18,681 | 15,239 | ||||||||||
Capital expenditures | 38 | 23 | ||||||||||
Manufacturing [Member] | Reportable Segments [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Revenues | 10,321 | 8,284 | ||||||||||
Forwarding expenses and cost of revenues | 4,524 | 3,707 | ||||||||||
Gross margin | 5,797 | 4,577 | ||||||||||
Selling, general and administrative | 3,719 | 2,514 | ||||||||||
Amortization of intangible assets | 0 | 0 | ||||||||||
Income from Operations | 2,078 | 2,063 | ||||||||||
Interest expense | 220 | 277 | ||||||||||
Identifiable assets | 8,194 | 1,915 | ||||||||||
Capital expenditures | $ 51 | $ 195 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rental expense on operating leases | $ 703 | $ 614 |
Future Minimum Lease Commitments under Non-cancellable Leases [Abstract] | ||
2019 | 650 | |
2020 | 309 | |
2021 | $ 71 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Accounts Receivable [Member] | Concentration of Customers [Member] | ||
Concentration Risk [Abstract] | ||
Amounts due from customers | $ 1,078 | $ 1,100 |
CORRECTION OF ERROR IN PRIOR _3
CORRECTION OF ERROR IN PRIOR PERIOD FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue [Abstract] | ||||||||||||
Total Revenues | $ 17,669 | $ 15,870 | $ 14,780 | $ 15,262 | $ 13,416 | $ 13,672 | $ 30,650 | $ 27,088 | $ 48,318 | $ 42,350 | $ 67,521 | $ 58,934 |
Cost and Expenses [Abstract] | ||||||||||||
Forwarding expenses | 11,482 | 10,169 | 9,463 | 9,471 | 7,990 | 8,756 | 19,631 | 16,746 | 31,112 | 26,217 | 42,685 | 37,202 |
Cost of revenues - manufacturing | 940 | 860 | 728 | 989 | 1,086 | 813 | 1,588 | 1,899 | 2,528 | 2,888 | 4,524 | 3,707 |
Selling, general and administrative | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 18,618 | 15,155 |
Amortization of intangible assets | 200 | 201 | 193 | 196 | 192 | 191 | 394 | 383 | 594 | 579 | 807 | 766 |
Total Costs and Expenses | 17,653 | 16,011 | 14,482 | 14,643 | 12,820 | 13,362 | 30,493 | 26,182 | 48,145 | 40,825 | 66,634 | 56,830 |
Income from Operations | 16 | (141) | 298 | 619 | 596 | 310 | 157 | 906 | 173 | 1,525 | 887 | 2,104 |
Other Items [Abstract] | ||||||||||||
Interest expense net of interest income | (107) | (117) | (117) | (184) | (192) | (190) | (234) | (382) | (341) | (566) | (499) | (790) |
Change in Fair Value of Mandatorily Redeemable Non-controlling Interest | (10) | 53 | ||||||||||
Income from Continuing Operations Before Income Taxes | (91) | (258) | 181 | 435 | 404 | 120 | (77) | 524 | (168) | 959 | 378 | 1,367 |
Income tax (expense) benefit | 74 | 41 | (1) | (169) | (138) | (42) | 40 | (180) | 114 | (349) | (130) | (493) |
Income from Continuing Operations | 266 | 266 | 78 | 344 | 610 | 248 | 874 | |||||
Loss from discontinued operations, net of tax | (9) | (26) | (12) | (38) | (47) | 0 | (147) | |||||
Net income | (17) | (217) | 180 | 257 | 240 | 66 | (37) | 306 | (54) | 563 | 248 | 727 |
Preferred stock dividends | (111) | (91) | (106) | (128) | (126) | (129) | (197) | (255) | (308) | (383) | (438) | (517) |
Gain on extinguishment of Preferred Stock Series C dividends | 1,312 | 1,312 | 1,312 | 1,312 | 0 | |||||||
Net income available to common shareholders | $ (128) | $ (308) | $ 1,386 | $ 129 | $ 114 | $ (63) | $ 1,078 | $ 51 | $ 950 | $ 180 | $ 1,072 | $ 210 |
Income per share from continuing operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | $ (0.03) | $ (0.38) | $ 0.32 | $ 0.48 | $ 0 | $ 0.14 | $ (0.06) | $ 0 | $ (0.09) | $ 1.07 | $ 0.43 | $ 1.55 |
Diluted (in dollars per share) | (0.03) | (0.38) | 0.22 | 0.42 | 0 | 0.11 | (0.06) | 0 | (0.09) | 0.88 | 0.30 | 1.08 |
Loss per share from discontinued operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | (0.54) | 0 | (0.02) | 0 | (0.02) | 1.91 | 0 | (0.08) | 0 | (0.26) | ||
Diluted (in dollars per share) | $ (0.54) | 0 | (0.02) | 0 | (0.02) | $ 1.91 | 0 | (0.07) | 0 | (0.18) | ||
Net income (loss) per share attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | (0.22) | 2.46 | 0.23 | 0 | (0.11) | 0 | 1.67 | 0.32 | 1.86 | 0.37 | ||
Diluted (in dollars per share) | $ (0.22) | $ 1.70 | $ 0.21 | $ 0 | $ (0.09) | $ 0 | $ 1.67 | $ 0.26 | $ 1.28 | $ 0.26 | ||
Basic - weighted average common shares (in shares) | 576,285 | 568,974 | 562,285 | 553,951 | 573,951 | 573,951 | 565,629 | 573,951 | 569,181 | 567,309 | 574,721 | 563,951 |
Diluted - weighted average common stock (in shares) | 576,285 | 568,974 | 817,074 | 625,997 | 679,377 | 713,695 | 565,629 | 696,630 | 569,181 | 693,332 | 834,485 | 810,413 |
Global Logistics Services [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | $ 15,238 | $ 13,695 | $ 12,855 | $ 12,979 | $ 11,057 | $ 11,870 | $ 26,550 | $ 22,927 | $ 41,787 | $ 35,906 | $ 57,200 | $ 50,650 |
Manufacturing [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | 2,431 | 2,175 | 1,925 | 2,283 | 2,359 | 1,802 | 4,100 | 4,161 | 6,531 | 6,444 | $ 10,321 | 8,284 |
As Reported [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | 22,499 | 20,355 | 19,273 | 20,247 | 17,841 | 17,855 | 39,628 | 35,696 | 62,127 | 55,943 | 77,774 | |
Cost and Expenses [Abstract] | ||||||||||||
Forwarding expenses | 16,312 | 14,654 | 13,956 | 14,456 | 12,415 | 12,939 | 28,609 | 25,354 | 44,921 | 39,810 | 56,042 | |
Cost of revenues - manufacturing | 940 | 860 | 728 | 989 | 1,086 | 813 | 1,588 | 1,899 | 2,528 | 2,888 | 3,707 | |
Selling, general and administrative | 5,031 | 4,781 | 4,098 | 3,987 | 3,552 | 3,602 | 8,880 | 7,154 | 13,911 | 11,141 | 15,155 | |
Amortization of intangible assets | 200 | 201 | 193 | 196 | 192 | 191 | 394 | 383 | 594 | 579 | 766 | |
Total Costs and Expenses | 22,483 | 20,496 | 18,975 | 19,628 | 17,245 | 17,545 | 39,471 | 34,790 | 61,954 | 54,418 | 75,670 | |
Income from Operations | 16 | (141) | 298 | 619 | 596 | 310 | 157 | 906 | 173 | 1,525 | 2,104 | |
Other Items [Abstract] | ||||||||||||
Interest expense net of interest income | (107) | (117) | (117) | (184) | (192) | (190) | (234) | (382) | (341) | (566) | (790) | |
Change in Fair Value of Mandatorily Redeemable Non-controlling Interest | 53 | |||||||||||
Income from Continuing Operations Before Income Taxes | (91) | (258) | 181 | 435 | 404 | 120 | (77) | 524 | (168) | 959 | 1,367 | |
Income tax (expense) benefit | 74 | 41 | (1) | (169) | (138) | (42) | 40 | (180) | 114 | (349) | (493) | |
Income from Continuing Operations | 266 | 266 | 78 | 344 | 610 | 874 | ||||||
Loss from discontinued operations, net of tax | (9) | (26) | (12) | (38) | (47) | (147) | ||||||
Net income | (17) | (217) | 180 | 257 | 240 | 66 | (37) | 306 | (54) | 563 | 727 | |
Preferred stock dividends | (111) | (91) | (106) | (128) | (126) | (129) | (197) | (255) | (308) | (383) | (517) | |
Gain on extinguishment of Preferred Stock Series C dividends | 1,312 | 1,312 | 1,312 | |||||||||
Net income available to common shareholders | $ (128) | $ (308) | $ 1,386 | $ 129 | $ 114 | $ (63) | $ 1,078 | $ 51 | $ 950 | $ 180 | $ 210 | |
Income per share from continuing operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | $ (0.03) | $ (0.38) | $ 0.32 | $ 0.48 | $ 0.46 | $ 0.14 | $ (0.06) | $ 0.60 | $ (0.09) | $ 1.07 | $ 1.55 | |
Diluted (in dollars per share) | (0.03) | (0.38) | 0.22 | 0.42 | 0.39 | 0.11 | (0.06) | 0.49 | (0.09) | 0.88 | 1.08 | |
Loss per share from discontinued operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | (0.54) | 0 | (0.02) | (0.04) | (0.02) | 1.91 | (0.07) | (0.08) | (0.26) | |||
Diluted (in dollars per share) | $ (0.54) | 0 | (0.02) | (0.04) | (0.02) | $ 1.91 | (0.05) | (0.07) | (0.18) | |||
Net income (loss) per share attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | (0.22) | 2.46 | 0.23 | 0.20 | (0.11) | 0.09 | 1.67 | 0.32 | 0.37 | |||
Diluted (in dollars per share) | $ (0.22) | $ 1.70 | $ 0.21 | $ 0.17 | $ (0.09) | $ 0.07 | $ 1.67 | $ 0.26 | $ 0.26 | |||
Basic - weighted average common shares (in shares) | 576,285 | 568,974 | 562,285 | 553,951 | 573,951 | 573,951 | 565,629 | 573,951 | 569,181 | 567,309 | 563,951 | |
Diluted - weighted average common stock (in shares) | 576,285 | 568,974 | 817,074 | 625,997 | 679,377 | 713,695 | 565,629 | 696,630 | 569,181 | 693,332 | 810,413 | |
As Reported [Member] | Global Logistics Services [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | $ 20,068 | $ 18,180 | $ 17,348 | $ 17,964 | $ 15,482 | $ 16,053 | $ 35,528 | $ 31,535 | $ 55,596 | $ 49,499 | $ 69,490 | |
As Reported [Member] | Manufacturing [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | 2,431 | 2,175 | 1,925 | 2,283 | 2,359 | 1,802 | 4,100 | 4,161 | 6,531 | 6,444 | 8,284 | |
Adjustments [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | (4,830) | (4,485) | (4,493) | (4,985) | (4,425) | (4,183) | (8,978) | (8,608) | (13,809) | (13,593) | (18,840) | |
Cost and Expenses [Abstract] | ||||||||||||
Forwarding expenses | (4,830) | (4,485) | (4,493) | (4,985) | (4,425) | (4,183) | (8,978) | (8,608) | (13,809) | (13,593) | (18,840) | |
Total Costs and Expenses | (4,830) | (4,485) | (4,493) | (4,985) | (4,425) | (4,183) | (8,978) | (8,608) | (13,809) | (13,593) | (18,840) | |
Income from Operations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Other Items [Abstract] | ||||||||||||
Income from Continuing Operations Before Income Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Income from Continuing Operations | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Net income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Net income available to common shareholders | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Income per share from continuing operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Diluted (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Loss per share from discontinued operations attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | $ 0 | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | |||
Diluted (in dollars per share) | $ 0 | 0 | $ 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | |||
Net income (loss) per share attributable to common stockholders [Abstract] | ||||||||||||
Basic (in dollars per share) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Adjustments [Member] | Global Logistics Services [Member] | ||||||||||||
Revenue [Abstract] | ||||||||||||
Total Revenues | $ (4,830) | $ (4,485) | $ (4,493) | $ (4,985) | $ (4,425) | $ (4,183) | $ (8,978) | $ (8,608) | $ (13,809) | $ (13,593) | $ (18,840) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Nov. 20, 2018USD ($) | Jul. 26, 2019USD ($)Acquisition | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 21, 2018USD ($) | Oct. 17, 2017USD ($) |
Line of Credit Facility [Abstract] | ||||||
Consideration paid in cash | $ 0 | $ 100 | ||||
Santander Bank Facility [Member] | ||||||
Line of Credit Facility [Abstract] | ||||||
Maximum Borrowing Capacity | 11,000 | $ 11,000 | $ 10,000 | |||
Foreign account sublimit | 2,000 | |||||
Letter of credit limit | 500 | |||||
Permitted acquisition debt basket | 2,500 | |||||
Permitted indebtedness basket | $ 500 | |||||
Subsequent Event [Member] | Santander Bank Facility [Member] | ||||||
Line of Credit Facility [Abstract] | ||||||
Maximum Borrowing Capacity | $ 17,000 | |||||
Aggregate borrowing capacity percentage, on eligible accounts receivable | 85.00% | |||||
Foreign account sublimit | $ 2,500 | |||||
Letter of credit limit | 1,000 | |||||
Permitted acquisition debt basket | 4,000 | |||||
Permitted indebtedness basket | 1,000 | |||||
Subsequent Event [Member] | Honor, Onor & Biehil [Member] | ||||||
Line of Credit Facility [Abstract] | ||||||
Aggregate merger consideration | 2,282 | |||||
Consideration paid in cash | 1,826 | |||||
Aggregate amount of subordinated promissory notes | $ 456 | |||||
Subsequent Event [Member] | Honor [Member] | ||||||
Line of Credit Facility [Abstract] | ||||||
Consideration paid in cash | $ 380 | |||||
Number of acquisitions | Acquisition | 2 |