Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Jan. 28, 2020 | Mar. 31, 2019 | |
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 | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 2,458,926 | ||
Entity Common Stock, Shares Outstanding | 887,412 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Current Assets: | ||
Cash | $ 2,163 | $ 585 |
Accounts receivable, net of allowance for doubtful accounts | 21,351 | 19,726 |
Inventory, net | 4,371 | 2,391 |
Prepaid expenses and other current assets | 531 | 354 |
Note receivable | 139 | 0 |
Total current assets | 28,555 | 23,056 |
Property and Equipment, net | 3,954 | 3,787 |
Other Assets: | ||
Intangible assets, net | 13,598 | 12,347 |
Goodwill | 13,525 | 11,458 |
Note receivable | 0 | 129 |
Security deposits and other long term assets | 87 | 134 |
Total other assets | 27,210 | 24,068 |
Total assets | 59,719 | 50,911 |
Current Liabilities: | ||
Line of credit | 8,391 | 9,730 |
Accounts payable - trade | 22,061 | 16,798 |
Accrued expenses and other current liabilities | 2,272 | 1,748 |
Dividends payable | 1,041 | 470 |
Current portion of long-term debt | 980 | 897 |
Total current liabilities | 34,745 | 29,643 |
Other Liabilities: | ||
Long-term debt | 6,602 | 3,831 |
Subordinated promissory notes | 541 | 344 |
Mandatorily redeemable non-controlling interest | 619 | 681 |
Deferred income taxes | 2,000 | 1,131 |
Other liabilities | 334 | 254 |
Total other liabilities | 10,096 | 6,241 |
Total liabilities | 44,841 | 35,884 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 863,812 issued and 843,812 outstanding as of September 30, 2019 and 837,951 issued and 817,951 outstanding as of September 30, 2018 | 1 | 1 |
Paid-in capital | 15,075 | 15,872 |
Treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated earnings (deficit) | 42 | (606) |
Total stockholders' equity | 14,878 | 15,027 |
Total liabilities and stockholders' equity | 59,719 | 50,911 |
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, 2019 | Sep. 30, 2018 |
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) | 863,812 | 837,951 |
Common stock, shares outstanding (in shares) | 843,812 | 817,951 |
Treasury Stock, at cost (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) | 631 | 1,271 |
Preferred stock, shares outstanding (in shares) | 631 | 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 | 20,000 |
Preferred stock, shares outstanding (in shares) | 20,000 | 20,000 |
Preferred stock, liquidation value | $ 12,541 | $ 11,966 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 84,354 | $ 67,521 |
Forwarding expenses and cost of revenues | 59,248 | 47,209 |
Gross profit | 25,106 | 20,312 |
Cost and Expenses: | ||
Selling, general and administrative | 22,612 | 18,618 |
Amortization of intangible assets | 915 | 807 |
Total Costs and Expenses | 23,527 | 19,425 |
Income from Operations | 1,579 | 887 |
Other Items: | ||
Interest expense net of interest income | (694) | (499) |
Change in fair value of mandatorily redeemable non-controlling interest | 61 | (10) |
Income Before Income Taxes | 946 | 378 |
Income tax expense | (330) | (130) |
Net Income | 616 | 248 |
Preferred stock dividends | (571) | (438) |
Non-controlling interest dividends | (342) | (50) |
Gain on extinguishment of Preferred Stock Series C dividends | 0 | 1,312 |
Net Income (Loss) Available to Common Stockholders | $ (297) | $ 1,072 |
Net Income per share | ||
Basic (in dollars per share) | $ 0.65 | $ 0.43 |
Diluted (in dollars per share) | 0.65 | 0.30 |
Net income (loss) per share attributable to common stockholders: | ||
Basic (in dollars per share) | (0.35) | 1.86 |
Diluted (in dollars per share) | $ (0.35) | $ 1.28 |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 851,234 | 574,721 |
Diluted (in shares) | 851,234 | 834,485 |
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 B [Member] | Preferred Stock [Member]Series C [Member] | Common Stock [Member] | Common Stock [Member]Series A [Member] | Common Stock [Member]Series B [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] | Accumulated Earning (Deficit) [Member] | Accumulated Earning (Deficit) [Member]Series C [Member] | Total | Series A [Member] | Series C [Member] |
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] | ||||||||||||||||||
Net Income | $ 0 | $ 0 | 0 | $ 0 | 248 | 248 | ||||||||||||
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 | |||||||||||||||
Dividends to preferred stockholders | 0 | 0 | (438) | 0 | 0 | (438) | ||||||||||||
Dividend to non-controlling interest | 0 | 0 | (50) | 0 | 0 | (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 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Cumulative effect of change in accounting principle | $ 0 | $ 0 | 0 | $ 0 | 32 | 32 | ||||||||||||
Net Income | 0 | 0 | 0 | 0 | 616 | 616 | ||||||||||||
Dividends to preferred stockholders | 0 | 0 | (571) | 0 | 0 | (571) | ||||||||||||
Dividend to non-controlling interest | $ 0 | $ 0 | (342) | $ 0 | 0 | (342) | ||||||||||||
Preferred B shares converted (in shares) | (640) | 6,400 | ||||||||||||||||
Restricted stock issued (in shares) | 0 | 10,000 | 0 | |||||||||||||||
Restricted stock issued | $ 0 | $ 0 | 0 | $ 0 | 0 | 0 | ||||||||||||
Vested restricted stock unissued | 0 | 0 | (159) | 0 | 0 | (159) | ||||||||||||
Stock-based compensation | 0 | 0 | 203 | 0 | 0 | 203 | ||||||||||||
Stock option exercise | $ 0 | $ 0 | 72 | $ 0 | 0 | 72 | ||||||||||||
Stock option exercise (in shares) | 0 | 9,461 | 0 | |||||||||||||||
Balance at Sep. 30, 2019 | $ 0 | $ 1 | $ 15,075 | $ (240) | $ 42 | $ 14,878 | ||||||||||||
Balance (in shares) at Sep. 30, 2019 | 20,631 | 863,812 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net income | $ 616 | $ 248 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for uncollectible accounts | 385 | 22 |
Depreciation | 282 | 100 |
Deferred income tax | 267 | 69 |
Amortization of intangible assets | 915 | 807 |
Amortization of acquired inventory valuation | 250 | 190 |
Amortization of loan costs | 10 | 10 |
Stock based compensation | 296 | 678 |
Change in fair value of mandatorily redeemable noncontrolling interest | (61) | 10 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (365) | (3,936) |
Inventory | (67) | (74) |
Prepaid expenses and other current assets | (152) | 23 |
Security deposits and other long term assets | 50 | (23) |
Accounts payable and accrued expenses | 4,697 | 2,549 |
Other liabilities | 80 | 175 |
Net cash provided by operating activities | 7,203 | 848 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment, net of $49 (2019) in disposals | (421) | (89) |
Note Receivable | 0 | (125) |
Acquisitions | (6,179) | (7,386) |
Net cash used in investing activities | (6,600) | (7,600) |
Cash Flows From Financing Activities: | ||
Dividends paid to preferred stockholders | 0 | (1,093) |
Dividends paid to minority shareholders | (342) | (51) |
Borrowings under term loan | 2,701 | |
Repayments of term loan | (1,157) | |
Proceeds from senior secured term loan | 0 | 2,025 |
Proceeds from sale of Series C Preferred Stock | 0 | 2,898 |
Proceeds from stock option exercise | 72 | 46 |
Line of credit, proceeds (borrowing), net | (1,348) | 3,581 |
Repurchase of Preferred A Shares | 0 | (400) |
Exercise of warrants | 0 | 1,000 |
Repayment of notes payable - related party | (108) | (500) |
Net cash provided by financing activities | 975 | 6,349 |
Net increase (decrease) in cash | 1,578 | (403) |
Cash at beginning of the period | 585 | 988 |
Cash at end of period | 2,163 | 585 |
Cash paid during the period for: | ||
Interest | 649 | 488 |
Income taxes | 146 | 93 |
Non-cash investing activities: | ||
Contingent earn-out acquisition | 50 | 0 |
Subordinated Promissory notes of Honor | 456 | 0 |
Subordinated promissory notes of Antibodies | 0 | 344 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | 571 | 655 |
Vested restricted stock unissued | $ 159 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Sep. 30, 2019USD ($) | |
Cash Flows From Investing Activities: | |
Acquisitions, disposals proceeds | $ 49 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2019 | |
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 Janel is a holding company that had the following two reportable segments at September 30, 2018: Global Logistics Services and Manufacturing. Effective October 1, 2018, the Company realigned its Manufacturing segment, which was separated into two segments named Manufacturing and Life Sciences. Accordingly, the Company’s current structure consists of the following three reportable segments: (1) Global Logistics Services, (2) Manufacturing and (3) Life Sciences. The Company has reported its segment results for all periods presented under the realigned business segments for the prior year to be consistent with the current presentation, as reflected in note 13. A management group at the holding company level (the “corporate group”) focuses on significant capital allocation decisions and corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power. 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 November 20, 2018, we completed a business combination whereby we acquired the membership interest of Honor Worldwide Logistics, LLC (“Honor”), a global logistics services provider with two U.S. locations. See note 2. On October 17, 2018, we completed a business combination whereby we acquired substantially all of the assets and certain liabilities of a global logistics services provider with one U.S. location. See note 2. On January 3, 2018, the Company acquired Global Trading Resources, Inc. (“GTRI”), a full-service cargo transportation logistics management service provider. See note 2. Manufacturing The Company’s manufacturing segment is comprised of Indco, Inc. (“Indco”), a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries. Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production orders. Life Sciences The Company’s Life Sciences segment is comprised of Aves Labs, Inc. (“Aves”), Antibodies Incorporated (“Antibodies”), IgG, LLC (IgG”) and PhosphoSolutions, LLC, which are wholly-owned subsidiaries of the Company. The Company’s Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists. Our Life Sciences business also produces products for other life science companies on an original equipment manufacturer (“OEM”) basis. On September 6, 2019, the Company, through its wholly owned subsidiary Aves, acquired all of the equity interests of PhosphoSolutions, LLC and all of the stock of PhosphoSolutions, Inc, (collectively “Phospho”). On July 1, 2019, we acquired the membership interests of a life sciences company. See note 2. On June 22, 2018, the Company acquired all the outstanding common stock of Antibodies. See note 2 On March 5, 2018, the Company acquired all the outstanding common stock of Aves. 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 accounts receivables valuation, the useful lives of long-term assets, accrual of cost related to ancillary services the Company provides and accrual of tax expense on an interim basis. 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. 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, 2019 and September 30, 2018 was $503 and $124, 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 its Antibodies business. 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. 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 and repairs are recorded as expenses when incurred. 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, 2019 and 2018. Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. There were no indicators of impairment of long-lived assets during the year ended September 30, 2019 and 2018. Business segment information The Company operates in three reportable segments: Global Logistics Services, Manufacturing and Life Sciences. 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 Adoption of ASC Topic 606, “Revenue from Contracts with Customers” On October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers The Company recorded an to the opening balance of retained earnings of , net of tax, as of October 1, 2018 due to the cumulative impact of adoption of ASC Topic 606. The impact to revenue and associated cost for the fiscal year ended September 30, 2019 was Global Logistics Services Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Global Logistics Services segment, t The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one to two-month period. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Generally, revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenue is recognized on a net basis when we do not have latitude in carrier selection or establish rates with the carrier. In the Global Logistics Services segment, the Company disaggregates its revenues by its four primary service categories: ocean import and export, freight forwarding, customs brokerage and air import and export. Year Ended Service Type September 30, 2019 Ocean import and export $ 30,878 Freight forwarding 16,545 Customs brokerage 8,504 Air import and export 13,728 Total $ 69,655 Manufacturing Revenues from Indco are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Indco receives customer product orders via phone call, email, internet, or fax. The pricing of each standard product sold is listed in Indco's print and web-based catalog. Customer specific products are priced by quote. A sales order acknowledgement is sent to every customer for every order to confirm pricing and the specifications of the products ordered. The revenue is recognized at a point in time when the product is shipped to the customer. Life Sciences Revenues from Aves, Antibodies, IgG and Phospho 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 Aves, Antibodies, IgG and Phospho. Revenues from Aves, Antibodies, IgG and Phospho are recognized when products are shipped and risk of loss is transferred 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 9. 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 is 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 is 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 was 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 interest .” As of September 30, 2019, the holder did not exercise the redemption rights. The mandatorily redeemable non-controlling interest is adjusted each reporting period, if required, 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 .” Note receivable On March 2, 2018 the Company issued a convertible promissory note in the amount of $125 with a potential non related party acquisition target. The note bears interest on the outstanding principal amount at a rate of 10% per annum and both principal and interest is payable on the maturity date of April 2, 2020. The convertible note, at the election of the Company, can be converted into common stock of the acquisition target. As of September 30, 2019, and 2018 amounts outstanding including accrued interest was $139 and $129, respectively. As of September 30, 2019, the Company is no longer pursuing this potential acquisition target. 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. The recently enacted Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate income tax rate to 21%. Recent accounting pronouncements Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC Topic 606 to clarify the principles used to recognize revenue for all entities. This new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. In addition, the new standard requires enhanced qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard on October 1, 2018 using the modified retrospective approach. As a result of using this approach, the Company recognized the cumulative effect adjustment to the opening balance of retained earnings. The adoption of this new standard adjusted the revenue recognition timing of the Company’s brokerage and transportation management services performance obligation from point in time to over time on a proportionate transit time basis within the Company’s Global Logistics Services, which resulted in a cumulative transition adjustment to the opening balance of retained earnings on October 1, 2018, of net of tax, and a decrease of revenue and cost for the fiscal year ended September 30, 2019, respectively. While adoption of this standard also affected the corresponding direct costs of revenue, this change did not have a material impact on the Company’s consolidated financial statements due to the short-term nature of its performance obligations. As part of the adoption of this standard, the Company implemented changes to its accounting policies, practices and internal controls over financial reporting. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases, Leases In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) 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 net income, earnings per share, stockholders’ equity or working capital. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2019 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2 ACQUISITIONS 2018 Acquisitions Global Trading Resources, Inc The Company acquired all of the outstanding common stock of GTRI effective as of January 3, 2018 for $528, net of $110 received in cash. An I.R.S Code Section 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 tax 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). Fair Value Accounts receivable $ 308 Other assets 8 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 Labs, Inc. 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. An I.R.S Code Section 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 tax 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 Life Sciences 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). Fair Value Accounts receivable $ 111 Inventory 1,057 Property & equipment, net 31 Intangibles - customer relationships. 330 Intangibles - - trademark 40 Intangibles - other 180 Goodwill 684 Purchase price, net of cash received $ 2,433 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 Life Sciences 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). Fair Value 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 2019 Acquisitions The Company completed four business acquisitions in the fiscal year ended September 30, 2019, with an aggregate purchase price of $6,768, net of cash acquired. Honor Worldwide Logistics, LLC Through its wholly-owned subsidiary, Janel Group, Inc. (“Janel Group”), the Company acquired the membership interests of Honor for $2,212, net of $70 of cash received on November 20, 2018 in a transaction pursuant to which Honor became a direct wholly-owned subsidiary of Janel Group and an indirect wholly-owned subsidiary of the Company. At closing, the former owners of Honor were paid $1,826 in cash and a subordinated promissory note in the aggregate amount of $456 was issued to a former member. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for Honor 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). Fair Value Accounts receivable $ 1,267 Prepaids and other current assets 14 Property & equipment, net 1 Intangibles - customer relationships 910 Intangibles - trademark 20 Intangibles - non-compete 30 Goodwill 529 Security deposits 2 Accounts payable (557 ) Accrued expenses (4 ) Purchase price, net of cash received $ 2,212 PhosphoSolutions Through Aves, the Company completed a business combination whereby we acquired all of the membership interests of Phospho on September 6, 2019. The aggregate purchase price for Phospho was $4,043, net of $13 of cash received. At closing, $4,000 was paid in cash and $56 was recorded in accrued expenses as preliminary tax gross up due to former owners. Phospho The results of operations for Phospho are reported in our Life Sciences segment. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for Phospho 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). Fair Value Accounts receivable $ 123 Inventory 1,965 Prepaids and other current assets 49 Property & equipment, net 13 Intangibles - customer relationships 730 Intangibles - trademark 110 Intangibles - other 270 Goodwill 1,465 Security deposits 11 Accounts payable (5 ) Accrued expenses (55 ) Deferred income taxes (633 ) Purchase price, net of cash received $ 4,043 Other Acquisitions On October 17, 2018, we completed a business combination whereby we acquired substantially all of the assets and certain liabilities of a global logistics services provider with one U.S. location. On July 1, 2019, we acquired the membership interests of a life sciences company to expand our product offerings in Life Sciences. The results of operations for these acquisitions are reported in our Global Logistics Services and Life Sciences segments. The aggregate purchase price for these acquisitions was $430. At closing, $50 was recorded in accrued expenses as a preliminary earnout consideration. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2019 | |
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, September 30, 2019 2018 Life Building and improvements $ 2,577 $ 2,366 15-30 years Land and improvements 835 823 Indefinite Furniture and Fixture 218 211 3-7 years Computer Equipment 465 323 3-5 years Machinery & Equipment 973 942 3-15 years Leasehold Improvements 181 181 3-5 years 5,249 4,846 Less Accumulated Depreciation (1,295 ) (1,059 ) $ 3,954 $ 3,787 Depreciation expense for the fiscal year ended September 30, 2019 and 2018 was $282 and $100, respectively. |
INVENTORY
INVENTORY | 12 Months Ended |
Sep. 30, 2019 | |
INVENTORY [Abstract] | |
INVENTORY | 4 INVENTORY Inventories consisted of the following (in thousands): Year End September 30, 2019 2018 Finished goods $ 2,988 $ 1,241 Work-in-process 461 286 Raw materials 946 888 Gross inventory 4,395 2,415 Less – reserve for inventory valuation (24 ) (24 ) Inventory net $ 4,371 $ 2,391 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2019 | |
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, September 30, 2019 2018 Life Customer relationships $ 13,762 $ 12,052 15-20 Years Trademarks/names 2,251 2,118 20 Years Other 978 656 2-5 Years 16,991 14,826 Less: Accumulated Depreciation (3,393 ) (2,479 ) $ 13,598 $ 12,347 The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2020 $ 944 Fiscal Year 2021 915 Fiscal Year 2022 908 Fiscal Year 2023 908 Fiscal Year 2024 905 Thereafter 9,018 $ 13,598 |
GOODWILL
GOODWILL | 12 Months Ended |
Sep. 30, 2019 | |
GOODWILL [Abstract] | |
GOODWILL | 6 GOODWILL The Company’s goodwill carrying amounts relate to the acquisitions in the Global Logistics Services, Manufacturing and Life Sciences businesses. The composition of the goodwill balance at September 30, 2019 and 2018 is as follows: September 30, September 30, 2019 2018 Global Logistics Services $ 5,655 $ 5,052 Manufacturing 5,046 5,046 Life Sciences 2,824 1,360 Total $ 13,525 $ 11,458 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 12 Months Ended |
Sep. 30, 2019 | |
NOTES PAYABLE - BANKS [Abstract] | |
NOTES PAYABLE - BANKS | 7 NOTES PAYABLE - BANKS (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 $10.0 million, limited to 85% of the Janel Borrowers' aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Presidential Loan Agreement. Interest accrued at an annual rate equal to 5% above the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time to time, or (b) 3.25%. The Janel Borrowers' obligations under the Presidential Facility were secured by all of the assets of the Janel Borrowers. The Presidential Facility was terminated on October 17, 2017, and the Company replaced the Presidential Facility with the Santander Bank Facility (see below). (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, among other changes 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. 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 Santander Loan Agreement (as amended by the Santander Amendment), with Santander Bank, N.A. Pursuant to, and among other changes affected by, Amendment No. 2: (1) Honor Worldwide Logistics LLC, HWL Brokerage LLC and Global Trading Resources Inc. were added as new borrowers under the Santander Loan Agreement; (2) Aves was released as a loan party obligor under the Santander 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. 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, 2019. At September 30, 2019, outstanding borrowings under the Santander Facility were $8,391, representing 49.4% of the $17,000 available thereunder, and interest was accruing at an effective interest rate of 5.50%. 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%. (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. On August 30, 2019, Indco and First Merchants entered into Amendment No. 1 to Credit Agreement modifying the terms of Indco’s credit facilities with First Merchants and extending the maturity date of the credit facilities. Under the revised terms, the credit facilities will consist of a $5,500 Term Loan and $1,000 (limited to the borrowing base and reserves) Revolving Loan. Interest will accrue on the Term Loan at an annual rate equal to the one-month LIBOR plus either 2.75% (if Indco’s total funded debt to EBITDA ratio is less than 2:1), or 3.5% (if Indco’s total funded debt to EBITDA ratio is greater than or equal to 2:1). Interest will accrue on the Revolving Loan at an annual rate equal to the one-month LIBOR plus 2.75%. Indco’s obligations under the First Merchants credit facilities are secured by all of Indco’s assets and are guaranteed by Janel, and Janel’s guarantee of Indco’s obligations is secured by a pledge of Janel’s Indco shares. The First Merchants credit facilities will expire on August 30, 2024 (subject to earlier termination as provided in the Credit Agreement) unless renewed. As of September 30, 2019, there were no outstanding borrowings under the revolving loan and $5,455 of borrowings under the term loan, with interest accruing on the term loan at an effective interest rate of 5.85%. 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, 2019 and September 30, 2018. September 30, September 30, 2019 2018 Long Term Debt * $ 5,455 $ 2,713 Less Current Portion (786 ) (857 ) $ 4,669 $ 1,856 *Note: 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. These obligations mature as follows (in thousands): 2020 $ 786 2021 786 2022 786 2023 786 2024 786 Thereafter 1,525 $ 5,455 (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. On November 18, 2019, Antibodies modified and refinanced its existing credit facilities with First Northern Bank. The existing Senior Secured Term loan was increased to $2,235, the initial interest rate decreased to 4.18%, and the maturity date was extended to November 14, 2029, with all other terms, covenants and conditions substantially unchanged. The existing Revolving Credit Facility was expanded to $500, the interest rate decreased to 6.0%, and the maturity date was extended to October 1, 2020, with all other terms, covenants and conditions substantially unchanged. Additionally, Antibodies entered into a new Business Loan Agreement ("Solar Loan") provided for a $125 term loan in connection with a potential expansion of solar generation capacity on the Antibodies property. The initial interest rate on the facility is 4.43%, subject to adjustment in five years. As of September 30, 2019, the total amount outstanding under the Senior Secured Term Loan was $1,975, of which $1,933 is included in long-term debt and $42 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 5.28%. 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%. September 30, September 30, (in thousands) 2019 2018 Long Term Debt * $ 1,975 $ 2,015 Less Current Portion (42 ) (40 ) $ 1,933 $ 1,975 *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. These obligations mature as follows (in thousands): 2020 $ 42 2021 45 2022 47 2023 50 2024 52 Thereafter 1,739 $ 1,975 The Company was in compliance with the covenants defined in the First Northern Loan Agreement at September 30, 2019 and September 30, 2018. |
SUBORDINATED PROMISSORY NOTES
SUBORDINATED PROMISSORY NOTES | 12 Months Ended |
Sep. 30, 2019 | |
SUBORDINATED PROMISSORY NOTES [Abstract] | |
SUBORDINATED PROMISSORY NOTES | 8 SUBORDINATED PROMISSORY NOTES On June 22, 2018, in connection with the Antibodies acquisition, AB HoldCo, Inc. ("AB HoldCo"), a wholly-owned subsidiary of the Company, entered into two subordinated promissory notes ("AB HoldCo Subordinated Promissory Notes") with certain former shareholders of Antibodies. Both of the AB HoldCo Subordinated Promissory Notes are guaranteed by the Company and 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 AB HoldCo 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 is payable in a single payment on the three-year anniversary date of June 22, 2021. Both notes are subject to prepayment in whole or in part, without premium or penalty, of 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. As of September, 2019, and September 30, 2018, amounts outstanding under the two AB HoldCo Subordinated Promissory Notes were $47 and $297, respectively. On November 20, 2018, in connection with the Honor acquisition, Janel Group, a wholly-owned subsidiary of the Company, entered into a subordinated promissory note ("Janel Group Subordinated Promissory Note") with a former owner of Honor. The Janel Group Subordinated Promissory Note is guaranteed by the Company. The Janel Group Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other amounts payable to the Santander Bank Facility and the First Merchants Bank Credit Facility. The Janel Group Subordinated Promissory Note, has a 6.75% annual interest rate, payable in twelve equal consecutive quarterly installments of principal and interest, and shall be due and payable on the last day of January, April, July and October beginning in January 2019 each in the amount of $42. The outstanding principal and accrued and unpaid interest are payable in a single payment on the three-year anniversary date of November 20, 2021. The note is subject to prepayment in whole or in part, without premium or penalty, of 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2019 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 9 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 Shares of the Company’s Series A Convertible Preferred Stock (the “Series A Stock”) 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 Stock then outstanding were repurchased by the Company for $400. On September 27, 2018, all outstanding shares of the Series A Stock were retired. Series B Convertible Preferred Stock Shares of the Company’s Series B Convertible Preferred Stock (the "Series B Stock") 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. On September 6, 2019 a holder of the Series B Stock converted 640 shares of Series B Stock into 6,400 shares of the Company’s Common Stock. Series C Cumulative Preferred Stock Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) 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, with 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, and increased by 1% beginning on January 1, 2019. Such rate is to increase 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, 2019 and 2018 was 6% and 5%, 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 $12,541 and $11,966 as of September 30, 2019 and September 30, 2018, 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 $8,224 and $6,912 after modification, for a change of $1,312. In accordance with FASB’s Topic ASC 260, “Earnings Per Share,” this incremental benefit is treated as an adjustment to EPS for common stockholders for the fiscal year ended September 30, 2018. 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 for the fiscal year ended September 30, 2018. 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 in private placements 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 fiscal year ended September 30, 2019 and 2018, the Company declared dividends on Series C Stock of $571 and $438, respectively. At September 30, 2019 and 2018, the Company had accrued dividends of $1,041 and $470, respectively. (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 Compensation Committee of the board of directors. The 2017 Plan was amended and restated on May 8, 2018, as discussed in more detail in note 9. (D) Stock Warrants In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC, (“Oaxaca”) the Company issued warrants to Oaxaca to purchase an aggregate of 250,000 shares of common stock at $4.00 per share. The warrants expired on October 5, 2018. On September 27, 2018, the warrants to purchase 250,000 shares of common stock at $4.00 were exercised by Oaxaca. The Company has no other stock warrants outstanding. (E) Indco Dividend On August 29, 2019, the board of directors of Indco, a majority-owned subsidiary of the Company, declared a $6.25 dividend for each share of Indco’s common stock, outstanding, and payable to stockholders of record payable on August 30, 2019. The total dividend paid to the majority owner and minority owners of Indco, was $3,757 and $342, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 10 STOCK-BASED COMPENSATION On October 30, 2013, the board of directors of the Company adopted the Company’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. On May 12, 2017, the board of directors adopted the Company's 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. On May 8, 2018, the board of directors of Janel adopted 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 fiscal year ended September 30, 2019 and 2018 amounted to $296 and $678, 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 option. • 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: 2019 2018 Risk-free interest rate 3.04% 1.92 - 2.70% Expected option term in years 5.5 - 6.5 5.00 - 6.50 Expected volatility 95.4% - 98.8% 91.94 - 99.13% Dividend yield -% -% Weighted average grant date fair value $5.87 - $6.29 $ 6.23 - 6.85 Option for Employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2018 112,798 $ 5.09 6.88 $ 357.10 Granted 7,500 $ 7.75 9.00 $ 9.38 Exercised (9,461 ) $ 7.63 - $ - Outstanding balance at September 30, 2019 110,837 $ 5.05 5.98 $ 438.06 Exercisable at September 30, 2019 95,124 $ 4.57 5.59 $ 422.21 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company's common stock at September 30, 2019 of $9.00 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2019, there was approximately $26 of total unrecognized compensation expense related to the unvested employee stock options . There were no non-employee options awarded during the fiscal years ended September 30, 2019 and 2018, respectively. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2018 51,053 $ 7.58 8.80 $ 31.84 Outstanding balance at September 30, 2019 51,053 $ 7.58 7.80 $ 72.68 Exercisable at September 30, 2019 19,036 $ 7.21 7.72 $ 34.06 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of our common stock at September 30, 2019, of $9.00 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2019, there was approximately $71 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 2019 2018 Risk-free interest rate 3.04% 2.65% - 2.78% Expected option term in years 5.5 - 6.5 4.02 - 6.27 Expected volatility 95.4% - 98.8% 98.52% - 102.90% Dividend yield -% -% Grant date fair value $9.19 - $9.85 $9.40 - $9.83 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2018 25,321 $ 7.97 7.90 $ 105.36 Granted 6,812 $ 12.13 9.00 $ - Outstanding balance at September 30, 2019 32,133 $ 8.85 7.34 $ 105.36 Exercisable at September 30, 2019 $ 20,825 $ 7.08 6.66 $ 105.09 The aggregate intrinsic value in the above table was calculated as the difference between the valuation price of Indco's common stock at September 30, 2019 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 $93 and $172 for the fiscal years ended September 30, 2019 and fiscal year ended September 30, 2018, respectively, 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 are 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, 2019, there was approximately $42 of total unrecognized compensation expense related to the unvested Indco stock options. This expense is expected to be recognized over a weighted average period of less than one year. (B) Restricted Stock During the fiscal year ended September 30, 2019, 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 Amended 2017 Plan for the fiscal year ended September 30, 2019: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2018 10,000 $ 8.01 1.11 Vested (5,000 ) $ 8.01 - Unvested at September 30, 2019 5,000 $ 8.01 0.61 As of September 30, 2019, there was approximately $8 of total unrecognized compensation cost related to unvested employee restricted stock. The cost is expected to be recognized over a weighted-average period of approximately 1.1 years. The following table summarizes the status of our non-employee unvested restricted stock under the Amended 2017 Plan for the fiscal year ended September 30, 2019: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2018 30,000 $ 8.03 $ 1.74 Vested (3,333 ) $ 8.01 $ - Unvested at September 30, 2019 26,667 $ 8.04 $ 0.88 As of September 30, 2019, there was approximately $175 of unrecognized compensation cost related to non-employee unvested restricted stock. The cost is expected to be recognized over a weighted-average period of approximately 1.3 years. As of September 30, 2019, included in accrued expenses and other current liabilities was $159 which represents 28,333 shares of restricted stock that vested but were not issued. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2019 | |
INCOME PER COMMON SHARE [Abstract] | |
INCOME PER COMMON SHARE | 11 INCOME PER COMMON SHARE The following table provides a reconciliation of the basic and diluted income (loss) per share ("EPS") computations for the fiscal years ended September 30, 2019 and 2018 (in thousands, except share and per share data): Year Ended September 30, 2019 2018 Income: Net income $ 616 $ 248 Preferred stock dividends (571 ) (438 ) Non-controlling interest dividends (342 ) (50 ) Gain on extinguishment of Preferred stock dividends Series C - 1,312 Net income (loss) available to common stockholders $ (297 ) $ 1,072 Common Shares: Basic - weighted average common shares 851,234 574,721 Effect of dilutive securities: Stock options - 58,433 Restricted stock - 34,243 Warrants - 134,767 Convertible preferred stock - 32,321 Diluted - weighted average common stock 851,234 834,485 Year Ended September 30, Income per Common Share: 2019 2018 Basic - Net income $ 0.72 $ 0.43 Preferred stock dividends (0.67 ) (0.76 ) Non-controlling interest dividends (0.40 ) (0.09 ) Gain on extinguishment of Preferred stock dividends Series C - 2.28 Net income (loss) attributable to common stockholders $ (0.35 ) $ 1.86 Diluted - Net income $ 0.72 $ 0.30 Preferred stock dividends (0.67 ) (0.53 ) Non-controlling interest dividends (0.40 ) (0.06 ) Gain on extinguishment of Preferred stock dividends Series C - 1.57 Net income (loss) available to common stockholders $ (0.35 ) $ 1.28 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 fiscal years ended September 30, 2019 and 2018. Potentially diluted securities as of September 30, 2019 and 2018 are as follows: September 30, 2019 2018 Employee stock options (Note 9) 110,837 112,798 Non-employee stock options (Note 9) 51,053 51,053 Employee restricted stock (Note 9) 8,333 10,000 Non-employee restricted stock (Note 9) 23,334 30,000 Convertible preferred stock 6,310 12,710 199,867 216,561 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 12 INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows (in thousands): 2019 2018 Federal taxes at statutory rates $ 199 $ 91 Permanent differences 44 7 State and local taxes, net of Federal benefit 69 60 Federal rate change - (28 ) Other 18 - $ 330 $ 130 The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2019 2018 Current $ 106 $ 55 Deferred 224 75 Total $ 330 $ 130 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2019 2018 Deferred tax assets - net operating loss carryforwards $ 1,000 $ 1,117 Credits 42 42 Other (350 ) 36 Stock based compensation 369 293 Total deferred tax assets 1,061 1,488 Valuation allowance - - Total deferred tax assets net of valuation allowance $ 1,061 $ 1,488 Deferred tax liabilities - depreciation and amortization $ 2,991 $ 2,578 Prepaid expenses 70 41 Total deferred tax liabilities $ 3,061 $ 2,619 Net deferred tax liability $ (2,000 ) $ (1,131 ) In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred tax assets meet the more-likely-than-not threshold for realizability. Accordingly, a no valuation allowance has been recorded against the Company’s deferred tax assets as of September 30, 2019. The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 4,330 2034 618 $ 4,948 The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 30, 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. Due to net operating losses and tax credit carry forwards that remain unutilized, income tax returns for tax years from 2013 through 2018 remain subject to examination by the taxing jurisdictions. The net operating loss carryforwards remain subject to review until utilized. |
PROFIT SHARING AND 401(k) PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended |
Sep. 30, 2019 | |
PROFIT SHARING AND 401(k) PLANS [Abstract] | |
PROFIT SHARING AND 401(k) PLANS | 13 PROFIT SHARING AND 401(k) PLANS The Company maintains a qualified retirement plan commonly referred to as a 401(k) Plan covering substantially all full-time employees under each segment. Prior to July 2019, the Company maintained separate contributory 401(k) plans covering substantially all full-time employees under each segment. Beginning in March 2019 through July 2019, the Company combined all plans into the Janel Corporation 401(k) Plan. The Janel Corporation 401(k) allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and employee rollovers. The Janel Corporation 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 combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the years ended September 30, 2019 and 2018 were approximately $214 and $138, respectively. The administrative expense charged to operations for the years ended September 30, 2019 and 2018 aggregated approximately $26 and $11, respectively. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2019 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
BUSINESS SEGMENT INFORMATION | 14 BUSINESS SEGMENT INFORMATION As discussed above in note 1, the Company had the following two reportable segments at September 30, 2018: Global Logistics Services and Manufacturing. Effective October 1, 2018, the Company realigned its Manufacturing segment, which was separated into two segments named Manufacturing and Life Sciences. Accordingly, the Company now operates in three reportable segments: 1) Global Logistics Services, 2) Manufacturing and 3) Life Sciences, supported by a corporate group which conducts activities that are non-segment specific. The following tables presents selected financial information about the Company's reportable segments for the fiscal years ended September 30, 2019 and 2018: For the year ended September 30, 2019 Global Logistics (in thousands) Consolidated Services Manufacturing Life Sciences Corporate Revenues $ 84,354 $ 69,655 $ 9,042 $ 5,657 $ - Forwarding expenses and cost of revenues 59,248 53,319 4,020 1,909 - Gross margin 25,106 16,336 5,022 3,748 - Selling, general and administrative 22,612 13,856 3,113 2,907 2,736 Amortization of intangible assets 915 - - - 915 Income (loss) from operations 1,579 2,480 1,909 841 (3,651 ) Interest expense 694 432 150 122 (10 ) Identifiable assets 59,719 21,571 2,357 8,591 27,200 Capital expenditures 421 18 158 245 - For the year ended September 30, 2018 Global Logistics (in thousands) Consolidated Services Manufacturing Life Sciences Corporate Revenues $ 67,521 $ 57,200 $ 8,337 $ 1,984 $ - Forwarding expenses and cost of revenues 47,209 42,685 3,797 727 - Gross margin 20,312 14,515 4,540 1,257 - Selling, general and administrative 18,618 11,836 2,830 889 3,063 Amortization of intangible assets 807 - - - 807 Income (loss) from operations 887 2,679 1,710 368 (3,870 ) Interest expense 499 283 182 38 (4 ) Identifiable assets 50,911 18,812 1,898 6,165 24,036 Capital expenditures 89 38 51 - - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15 COMMITMENTS AND CONTINGENCIES (A) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2019 and 2018 was approximately $818 and $703, respectively. Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows (in thousands): Year Ended September 30, Min. Lease Commitments 2020 $ 653 2021 $ 267 2022 $ 255 2023 $ 88 (B) Employment Agreements The Company has various employment agreements, including employment agreements with the previous owner of Honor and Phospho. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2019 | |
RISKS AND UNCERTAINTIES [Abstract] | |
RISKS AND UNCERTAINTIES | 16 RISKS AND UNCERTAINTIES (A) Currency Risks The nature of Janel's operations requires it to deal with currencies other than the U.S. Dollar. As a result, the Company is 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 attempts 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, 2019 and 2018. No customer accounted for 10% or more of consolidated accounts receivable at September 30, 2019 and 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 17 SUBSEQUENT EVENTS The Company has determined that there are no events or transactions occurring subsequent to September 30, 2019 that would have a material impact on the Company’s results of operations or financial condition as of September 30, 2019. |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
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 accounts receivables valuation, the useful lives of long-term assets, accrual of cost related to ancillary services the Company provides and accrual of tax expense on an interim basis. |
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. 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, 2019 and September 30, 2018 was $503 and $124, 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 its Antibodies business. 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. |
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 and repairs are recorded as expenses when incurred. |
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, 2019 and 2018. |
Intangibles and long-lived assets | Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. There were no indicators of impairment of long-lived assets during the year ended September 30, 2019 and 2018. |
Business segment information | Business segment information The Company operates in three reportable segments: Global Logistics Services, Manufacturing and Life Sciences. 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 Adoption of ASC Topic 606, “Revenue from Contracts with Customers” On October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers The Company recorded an to the opening balance of retained earnings of , net of tax, as of October 1, 2018 due to the cumulative impact of adoption of ASC Topic 606. The impact to revenue and associated cost for the fiscal year ended September 30, 2019 was Global Logistics Services Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Global Logistics Services segment, t The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one to two-month period. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Generally, revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenue is recognized on a net basis when we do not have latitude in carrier selection or establish rates with the carrier. In the Global Logistics Services segment, the Company disaggregates its revenues by its four primary service categories: ocean import and export, freight forwarding, customs brokerage and air import and export. Year Ended Service Type September 30, 2019 Ocean import and export $ 30,878 Freight forwarding 16,545 Customs brokerage 8,504 Air import and export 13,728 Total $ 69,655 Manufacturing Revenues from Indco are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Indco receives customer product orders via phone call, email, internet, or fax. The pricing of each standard product sold is listed in Indco's print and web-based catalog. Customer specific products are priced by quote. A sales order acknowledgement is sent to every customer for every order to confirm pricing and the specifications of the products ordered. The revenue is recognized at a point in time when the product is shipped to the customer. Life Sciences Revenues from Aves, Antibodies, IgG and Phospho 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 Aves, Antibodies, IgG and Phospho. Revenues from Aves, Antibodies, IgG and Phospho are recognized when products are shipped and risk of loss is transferred 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 9. 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 is 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 is 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 was 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 interest .” As of September 30, 2019, the holder did not exercise the redemption rights. The mandatorily redeemable non-controlling interest is adjusted each reporting period, if required, 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 .” |
Note receivable | Note receivable On March 2, 2018 the Company issued a convertible promissory note in the amount of $125 with a potential non related party acquisition target. The note bears interest on the outstanding principal amount at a rate of 10% per annum and both principal and interest is payable on the maturity date of April 2, 2020. The convertible note, at the election of the Company, can be converted into common stock of the acquisition target. As of September 30, 2019, and 2018 amounts outstanding including accrued interest was $139 and $129, respectively. As of September 30, 2019, the Company is no longer pursuing this potential acquisition target. |
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. The recently enacted Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate income tax rate to 21%. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC Topic 606 to clarify the principles used to recognize revenue for all entities. This new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. In addition, the new standard requires enhanced qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard on October 1, 2018 using the modified retrospective approach. As a result of using this approach, the Company recognized the cumulative effect adjustment to the opening balance of retained earnings. The adoption of this new standard adjusted the revenue recognition timing of the Company’s brokerage and transportation management services performance obligation from point in time to over time on a proportionate transit time basis within the Company’s Global Logistics Services, which resulted in a cumulative transition adjustment to the opening balance of retained earnings on October 1, 2018, of net of tax, and a decrease of revenue and cost for the fiscal year ended September 30, 2019, respectively. While adoption of this standard also affected the corresponding direct costs of revenue, this change did not have a material impact on the Company’s consolidated financial statements due to the short-term nature of its performance obligations. As part of the adoption of this standard, the Company implemented changes to its accounting policies, practices and internal controls over financial reporting. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases, Leases In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) |
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 net income, earnings per share, stockholders’ equity or working capital. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Disaggregation of Revenue | A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2019 was as follows: Year Ended Service Type September 30, 2019 Ocean import and export $ 30,878 Freight forwarding 16,545 Customs brokerage 8,504 Air import and export 13,728 Total $ 69,655 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Global Trading Resources, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Accounts receivable $ 308 Other assets 8 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 Labs, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Accounts receivable $ 111 Inventory 1,057 Property & equipment, net 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 | Fair Value 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 |
Honor Worldwide Logistics LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Accounts receivable $ 1,267 Prepaids and other current assets 14 Property & equipment, net 1 Intangibles - customer relationships 910 Intangibles - trademark 20 Intangibles - non-compete 30 Goodwill 529 Security deposits 2 Accounts payable (557 ) Accrued expenses (4 ) Purchase price, net of cash received $ 2,212 |
PhosphoSolutions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Accounts receivable $ 123 Inventory 1,965 Prepaids and other current assets 49 Property & equipment, net 13 Intangibles - customer relationships 730 Intangibles - trademark 110 Intangibles - other 270 Goodwill 1,465 Security deposits 11 Accounts payable (5 ) Accrued expenses (55 ) Deferred income taxes (633 ) Purchase price, net of cash received $ 4,043 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, September 30, 2019 2018 Life Building and improvements $ 2,577 $ 2,366 15-30 years Land and improvements 835 823 Indefinite Furniture and Fixture 218 211 3-7 years Computer Equipment 465 323 3-5 years Machinery & Equipment 973 942 3-15 years Leasehold Improvements 181 181 3-5 years 5,249 4,846 Less Accumulated Depreciation (1,295 ) (1,059 ) $ 3,954 $ 3,787 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
INVENTORY [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): Year End September 30, 2019 2018 Finished goods $ 2,988 $ 1,241 Work-in-process 461 286 Raw materials 946 888 Gross inventory 4,395 2,415 Less – reserve for inventory valuation (24 ) (24 ) Inventory net $ 4,371 $ 2,391 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, September 30, 2019 2018 Life Customer relationships $ 13,762 $ 12,052 15-20 Years Trademarks/names 2,251 2,118 20 Years Other 978 656 2-5 Years 16,991 14,826 Less: Accumulated Depreciation (3,393 ) (2,479 ) $ 13,598 $ 12,347 |
Future Amortization of Intangible Assets | The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2020 $ 944 Fiscal Year 2021 915 Fiscal Year 2022 908 Fiscal Year 2023 908 Fiscal Year 2024 905 Thereafter 9,018 $ 13,598 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
GOODWILL [Abstract] | |
Composition of Goodwill | The composition of the goodwill balance at September 30, 2019 and 2018 is as follows: September 30, September 30, 2019 2018 Global Logistics Services $ 5,655 $ 5,052 Manufacturing 5,046 5,046 Life Sciences 2,824 1,360 Total $ 13,525 $ 11,458 |
NOTES PAYABLE - BANKS (Tables)
NOTES PAYABLE - BANKS (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, 2019 and September 30, 2018. September 30, September 30, 2019 2018 Long Term Debt * $ 5,455 $ 2,713 Less Current Portion (786 ) (857 ) $ 4,669 $ 1,856 *Note: 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. |
Maturities of Long-term Debt | These obligations mature as follows (in thousands): 2020 $ 786 2021 786 2022 786 2023 786 2024 786 Thereafter 1,525 $ 5,455 |
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%. September 30, September 30, (in thousands) 2019 2018 Long Term Debt * $ 1,975 $ 2,015 Less Current Portion (42 ) (40 ) $ 1,933 $ 1,975 *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. |
Maturities of Long-term Debt | These obligations mature as follows (in thousands): 2020 $ 42 2021 45 2022 47 2023 50 2024 52 Thereafter 1,739 $ 1,975 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Indco [Member] | |
Stock Based Compensation [Abstract] | |
Fair Value Assumptions | 2019 2018 Risk-free interest rate 3.04% 2.65% - 2.78% Expected option term in years 5.5 - 6.5 4.02 - 6.27 Expected volatility 95.4% - 98.8% 98.52% - 102.90% Dividend yield -% -% Grant date fair value $9.19 - $9.85 $9.40 - $9.83 |
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, 2018 25,321 $ 7.97 7.90 $ 105.36 Granted 6,812 $ 12.13 9.00 $ - Outstanding balance at September 30, 2019 32,133 $ 8.85 7.34 $ 105.36 Exercisable at September 30, 2019 $ 20,825 $ 7.08 6.66 $ 105.09 |
Employee Option Awards [Member] | |
Stock Based Compensation [Abstract] | |
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: 2019 2018 Risk-free interest rate 3.04% 1.92 - 2.70% Expected option term in years 5.5 - 6.5 5.00 - 6.50 Expected volatility 95.4% - 98.8% 91.94 - 99.13% Dividend yield -% -% Weighted average grant date fair value $5.87 - $6.29 $ 6.23 - 6.85 |
Activity of Stock Options | Option for Employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2018 112,798 $ 5.09 6.88 $ 357.10 Granted 7,500 $ 7.75 9.00 $ 9.38 Exercised (9,461 ) $ 7.63 - $ - Outstanding balance at September 30, 2019 110,837 $ 5.05 5.98 $ 438.06 Exercisable at September 30, 2019 95,124 $ 4.57 5.59 $ 422.21 |
Unvested Restricted Stock | The following table summarizes the status of our employee unvested restricted stock under the Amended 2017 Plan for the fiscal year ended September 30, 2019: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2018 10,000 $ 8.01 1.11 Vested (5,000 ) $ 8.01 - Unvested at September 30, 2019 5,000 $ 8.01 0.61 |
Non-Employee Option Awards [Member] | |
Stock Based Compensation [Abstract] | |
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, 2018 51,053 $ 7.58 8.80 $ 31.84 Outstanding balance at September 30, 2019 51,053 $ 7.58 7.80 $ 72.68 Exercisable at September 30, 2019 19,036 $ 7.21 7.72 $ 34.06 |
Unvested Restricted Stock | The following table summarizes the status of our non-employee unvested restricted stock under the Amended 2017 Plan for the fiscal year ended September 30, 2019: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2018 30,000 $ 8.03 $ 1.74 Vested (3,333 ) $ 8.01 $ - Unvested at September 30, 2019 26,667 $ 8.04 $ 0.88 |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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 fiscal years ended September 30, 2019 and 2018 (in thousands, except share and per share data): Year Ended September 30, 2019 2018 Income: Net income $ 616 $ 248 Preferred stock dividends (571 ) (438 ) Non-controlling interest dividends (342 ) (50 ) Gain on extinguishment of Preferred stock dividends Series C - 1,312 Net income (loss) available to common stockholders $ (297 ) $ 1,072 Common Shares: Basic - weighted average common shares 851,234 574,721 Effect of dilutive securities: Stock options - 58,433 Restricted stock - 34,243 Warrants - 134,767 Convertible preferred stock - 32,321 Diluted - weighted average common stock 851,234 834,485 Year Ended September 30, Income per Common Share: 2019 2018 Basic - Net income $ 0.72 $ 0.43 Preferred stock dividends (0.67 ) (0.76 ) Non-controlling interest dividends (0.40 ) (0.09 ) Gain on extinguishment of Preferred stock dividends Series C - 2.28 Net income (loss) attributable to common stockholders $ (0.35 ) $ 1.86 Diluted - Net income $ 0.72 $ 0.30 Preferred stock dividends (0.67 ) (0.53 ) Non-controlling interest dividends (0.40 ) (0.06 ) Gain on extinguishment of Preferred stock dividends Series C - 1.57 Net income (loss) available to common stockholders $ (0.35 ) $ 1.28 |
Potentially Diluted Securities | Potentially diluted securities as of September 30, 2019 and 2018 are as follows: September 30, 2019 2018 Employee stock options (Note 9) 110,837 112,798 Non-employee stock options (Note 9) 51,053 51,053 Employee restricted stock (Note 9) 8,333 10,000 Non-employee restricted stock (Note 9) 23,334 30,000 Convertible preferred stock 6,310 12,710 199,867 216,561 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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): 2019 2018 Federal taxes at statutory rates $ 199 $ 91 Permanent differences 44 7 State and local taxes, net of Federal benefit 69 60 Federal rate change - (28 ) Other 18 - $ 330 $ 130 |
Provision for Income Taxes | The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2019 2018 Current $ 106 $ 55 Deferred 224 75 Total $ 330 $ 130 |
Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2019 2018 Deferred tax assets - net operating loss carryforwards $ 1,000 $ 1,117 Credits 42 42 Other (350 ) 36 Stock based compensation 369 293 Total deferred tax assets 1,061 1,488 Valuation allowance - - Total deferred tax assets net of valuation allowance $ 1,061 $ 1,488 Deferred tax liabilities - depreciation and amortization $ 2,991 $ 2,578 Prepaid expenses 70 41 Total deferred tax liabilities $ 3,061 $ 2,619 Net deferred tax liability $ (2,000 ) $ (1,131 ) |
Operating Loss Carryforwards | The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 4,330 2034 618 $ 4,948 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
Segment Reporting Information by Segment | The following tables presents selected financial information about the Company's reportable segments for the fiscal years ended September 30, 2019 and 2018: For the year ended September 30, 2019 Global Logistics (in thousands) Consolidated Services Manufacturing Life Sciences Corporate Revenues $ 84,354 $ 69,655 $ 9,042 $ 5,657 $ - Forwarding expenses and cost of revenues 59,248 53,319 4,020 1,909 - Gross margin 25,106 16,336 5,022 3,748 - Selling, general and administrative 22,612 13,856 3,113 2,907 2,736 Amortization of intangible assets 915 - - - 915 Income (loss) from operations 1,579 2,480 1,909 841 (3,651 ) Interest expense 694 432 150 122 (10 ) Identifiable assets 59,719 21,571 2,357 8,591 27,200 Capital expenditures 421 18 158 245 - For the year ended September 30, 2018 Global Logistics (in thousands) Consolidated Services Manufacturing Life Sciences Corporate Revenues $ 67,521 $ 57,200 $ 8,337 $ 1,984 $ - Forwarding expenses and cost of revenues 47,209 42,685 3,797 727 - Gross margin 20,312 14,515 4,540 1,257 - Selling, general and administrative 18,618 11,836 2,830 889 3,063 Amortization of intangible assets 807 - - - 807 Income (loss) from operations 887 2,679 1,710 368 (3,870 ) Interest expense 499 283 182 38 (4 ) Identifiable assets 50,911 18,812 1,898 6,165 24,036 Capital expenditures 89 38 51 - - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, Min. Lease Commitments 2020 $ 653 2021 $ 267 2022 $ 255 2023 $ 88 |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Jul. 01, 2019Location | Sep. 30, 2019USD ($)SegmentLocationCategory | Sep. 30, 2018USD ($)Segment |
Business description [Abstract] | |||
Number of reportable segments | Segment | 3 | 2 | |
Number of locations | Location | 1 | 1 | |
Cash [Abstract] | |||
Cash balances insured by Federal Deposit Insurance Corporation | $ 250 | ||
Accounts receivable and allowance for doubtful accounts receivable [Abstract] | |||
Allowance for doubtful accounts | 503 | $ 124 | |
Revenues and revenue recognition [Abstract] | |||
Cumulative effect of change in accounting principle | 32 | ||
Revenue | 84,354 | 67,521 | |
Cost of revenue | $ 59,248 | 47,209 | |
Income taxes [Abstract] | |||
U.S. federal statutory corporate tax rate | 21.00% | ||
ASU 2014-09 [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | $ (443) | ||
Cost of revenue | (403) | ||
ASU 2016-02 [Member] | |||
New Accounting Pronouncements Not Yet Adopted [Abstract] | |||
Operating lease asset | 1,043 | ||
Operating lease liability | 1,060 | ||
Deferred rent | 17 | ||
Retained Earnings [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Cumulative effect of change in accounting principle | 32 | ||
Convertible Promissory Note [Member] | |||
Note Receivable [Abstract] | |||
Amount of note issued | $ 125 | ||
Interest rate percentage | 10.00% | ||
Maturity date of note | Apr. 2, 2020 | ||
Outstanding borrowings | $ 139 | $ 129 | |
Global Logistics Services [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | $ 69,655 | ||
Number of primary service categories | Category | 4 | ||
Global Logistics Services [Member] | Ocean Import and Export [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | $ 30,878 | ||
Global Logistics Services [Member] | Freight Forwarding [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | 16,545 | ||
Global Logistics Services [Member] | Customs Brokerage [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | 8,504 | ||
Global Logistics Services [Member] | Air Import and Export [Member] | |||
Revenues and revenue recognition [Abstract] | |||
Revenue | $ 13,728 | ||
Honor Worldwide Logistics LLC [Member] | |||
Business description [Abstract] | |||
Number of locations | Location | 2 | ||
Revenues and revenue recognition [Abstract] | |||
Cost of revenue | $ 3,467 | ||
Indco [Member] | |||
Basis of consolidation [Abstract] | |||
Ownership percentage by parent | 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% | ||
Minority interest | 8.35% |
ACQUISITIONS, Global Trading Re
ACQUISITIONS, Global Trading Resources, Inc (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Jan. 03, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred | $ 430 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 13,525 | $ 11,458 | ||
Global Trading Resources, Inc. [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred | $ 528 | |||
Consideration transferred, cash received | 110 | |||
Acquisition expenses | $ 26 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Accounts receivable | 308 | |||
Other assets | 8 | |||
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 Labs, Inc. (
ACQUISITIONS, Aves Labs, Inc. (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Mar. 05, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred | $ 430 | |||
Consideration paid in cash | $ 6,179 | $ 7,386 | ||
Earnout consideration - accrued expenses | $ 50 | |||
Revenue | 84,354 | 67,521 | ||
Cost of goods sold | 59,248 | 47,209 | ||
Selling, general and administrative expense | 22,612 | 18,618 | ||
Net income | 616 | 248 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 13,525 | 11,458 | ||
Aves Labs, Inc. [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 | |||
Revenue | 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, net | 31 | |||
Goodwill | 684 | |||
Purchase price, net of cash received | 2,433 | |||
Aves Labs, Inc. [Member] | Maximum [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Earnout consideration payment period | 30 days | |||
Earnout consideration satisfaction period | 180 days | |||
Aves Labs, Inc. [Member] | Customer Relationships [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | 330 | |||
Aves Labs, Inc. [Member] | Trademark [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | 40 | |||
Aves Labs, Inc. [Member] | Other [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | $ 180 |
ACQUISITIONS, Antibodies Incorp
ACQUISITIONS, Antibodies Incorporated (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Jun. 22, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred | $ 430 | |||
Consideration paid in cash | $ 6,179 | $ 7,386 | ||
Revenue | 84,354 | 67,521 | ||
Cost of goods sold | 59,248 | 47,209 | ||
Selling, general and administrative | 22,612 | 18,618 | ||
Net income | 616 | 248 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 13,525 | 11,458 | ||
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 | |||
Acquisition expenses | 263 | |||
Revenue | 1,348 | |||
Cost of goods sold | 512 | |||
Selling, general and administrative | 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] | ||||
Consideration transferred - Equity | 1,399 | |||
Antibodies Incorporated [Member] | Subordinated Promissory Notes [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred - Liabilities incurred | 344 | |||
Antibodies Incorporated [Member] | Senior Subordinated Loans [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred - Liabilities incurred | 2,025 | |||
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 |
ACQUISITIONS, 2019 Acquisitions
ACQUISITIONS, 2019 Acquisitions (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019USD ($)Acquisition | Sep. 30, 2018USD ($) | |
Acquisitions [Abstract] | ||
Goodwill | $ 13,525 | $ 11,458 |
2019 Acquisitions [Member] | ||
Acquisitions [Abstract] | ||
Number of acquisitions | Acquisition | 4 | |
Aggregate purchase price, net of cash acquired | $ 6,768 | |
Goodwill | 2,067 | |
Identifiable intangibles | $ 2,165 |
ACQUISITIONS, Honor Worldwide L
ACQUISITIONS, Honor Worldwide Logistics, LLC (Details) $ in Thousands | Jul. 01, 2019Location | Nov. 20, 2018USD ($) | Sep. 30, 2019USD ($)Location | Sep. 30, 2018USD ($) |
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration paid in cash | $ 6,179 | $ 7,386 | ||
Number of locations | Location | 1 | 1 | ||
Revenues | $ 84,354 | 67,521 | ||
Cost of goods sold | 59,248 | 47,209 | ||
Selling, general and administrative expense | 22,612 | 18,618 | ||
Net income | 616 | 248 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 13,525 | $ 11,458 | ||
Honor Worldwide Logistics LLC [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash received | $ 70 | |||
Consideration paid in cash | 1,826 | |||
Number of locations | Location | 2 | |||
Acquisition expenses | $ 69 | |||
Revenues | 4,533 | |||
Cost of goods sold | 3,467 | |||
Selling, general and administrative expense | 830 | |||
Interest expense | 19 | |||
Net income | $ 216 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Accounts receivable | 1,267 | |||
Prepaids and other current assets | 14 | |||
Property & equipment, net | 1 | |||
Goodwill | 529 | |||
Security deposits | 2 | |||
Accounts payable | (557) | |||
Accrued expenses | (4) | |||
Purchase price, net of cash received | 2,212 | |||
Honor Worldwide Logistics LLC [Member] | Customer Relationships [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | 910 | |||
Honor Worldwide Logistics LLC [Member] | Trademark [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | 20 | |||
Honor Worldwide Logistics LLC [Member] | Non-compete [Member] | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangibles | 30 | |||
Honor Worldwide Logistics LLC [Member] | Subordinated Promissory Notes [Member] | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration transferred - Liabilities incurred | $ 456 |
ACQUISITIONS, PhosphoSolutions
ACQUISITIONS, PhosphoSolutions (Details) - USD ($) $ in Thousands | Sep. 06, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Combination, Consideration Transferred [Abstract] | |||
Consideration paid in cash | $ 6,179 | $ 7,386 | |
Revenues | 84,354 | 67,521 | |
Cost of goods sold | 59,248 | 47,209 | |
Selling, general and administrative | 22,612 | 18,618 | |
Net income | 616 | 248 | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Goodwill | 13,525 | $ 11,458 | |
PhosphoSolutions [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash received | $ 13 | ||
Consideration paid in cash | 4,000 | ||
Consideration transferred - Liabilities incurred | 56 | ||
Acquisition expenses | 34 | ||
Revenues | 96 | ||
Cost of goods sold | 19 | ||
Selling, general and administrative | 65 | ||
Net income | $ 14 | ||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Accounts receivable | 123 | ||
Inventory | 1,965 | ||
Prepaids and other current assets | 49 | ||
Property & equipment, net | 13 | ||
Goodwill | 1,465 | ||
Security deposits | 11 | ||
Accounts payable | (5) | ||
Accrued expenses | (55) | ||
Deferred income taxes | (633) | ||
Purchase price, net of cash received | 4,043 | ||
PhosphoSolutions [Member] | Customer Relationships [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | 730 | ||
PhosphoSolutions [Member] | Trademark [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | 110 | ||
PhosphoSolutions [Member] | Other [Member] | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Intangibles | $ 270 |
ACQUISITIONS, Other Acquisition
ACQUISITIONS, Other Acquisitions (Details) $ in Thousands | Jul. 01, 2019USD ($)Location | Sep. 30, 2019Location |
Other Acquisitions [Abstract] | ||
Number of Locations | Location | 1 | 1 |
Aggregate purchase price | $ 430 | |
Earnout consideration - accrued expenses | $ 50 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 5,249 | $ 4,846 |
Less Accumulated Depreciation | (1,295) | (1,059) |
Property and Equipment, net | 3,954 | 3,787 |
Depreciation | 282 | 100 |
Building and Improvements [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 2,577 | 2,366 |
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 | $ 835 | 823 |
Furniture and Fixtures [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 218 | 211 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Estimated useful life (in years) | 3 years | |
Furniture and Fixtures [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 | $ 465 | 323 |
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 | $ 973 | 942 |
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 | $ 181 |
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, 2019 | Sep. 30, 2018 |
INVENTORY [Abstract] | ||
Finished goods | $ 2,988 | $ 1,241 |
Work-in-process | 461 | 286 |
Raw materials | 946 | 888 |
Gross inventory | 4,395 | 2,415 |
Less - reserve for inventory valuation | (24) | (24) |
Inventory net | $ 4,371 | $ 2,391 |
INTANGIBLE ASSETS, Summary of I
INTANGIBLE ASSETS, Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 16,991 | $ 14,826 |
Less: Accumulated Depreciation | (3,393) | (2,479) |
Intangible assets, net | 13,598 | 12,347 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 13,762 | 12,052 |
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/Names [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 2,251 | 2,118 |
Life (in years) | 20 years | |
Other [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 978 | $ 656 |
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, 2019 | Sep. 30, 2018 |
Future Amortization of Intangible Assets [Abstract] | ||
Fiscal Year 2020 | $ 944 | |
Fiscal Year 2021 | 915 | |
Fiscal Year 2022 | 908 | |
Fiscal Year 2023 | 908 | |
Fiscal Year 2024 | 905 | |
Thereafter | 9,018 | |
Intangible assets, net | $ 13,598 | $ 12,347 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Composition of Goodwill [Abstract] | ||
Goodwill | $ 13,525 | $ 11,458 |
Global Logistics Services [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 5,655 | 5,052 |
Manufacturing [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 5,046 | 5,046 |
Life Sciences [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | $ 2,824 | $ 1,360 |
NOTES PAYABLE - BANKS, Presiden
NOTES PAYABLE - BANKS, 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% |
NOTES PAYABLE - BANKS, Santande
NOTES PAYABLE - BANKS, Santander Bank Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2019 | Nov. 20, 2018 | Sep. 30, 2018 | Mar. 21, 2018 | Dec. 31, 2017 | Oct. 17, 2017 | |
Santander Bank Facility [Member] | ||||||
Line of Credit Facility [Abstract] | ||||||
Maximum borrowing capacity | $ 17,000 | $ 17,000 | $ 11,000 | $ 11,000 | $ 10,000 | |
Borrowing limit as a percentage of outstanding eligible accounts receivable | 85.00% | |||||
Aggregate borrowing capacity percentage, on eligible accounts receivable | 85.00% | 85.00% | 85.00% | 85.00% | ||
Foreign account sublimit | $ 2,500 | $ 2,000 | ||||
Letter of credit limit | 1,000 | 500 | ||||
Permitted acquisition debt basket | 4,000 | 2,500 | ||||
Permitted indebtedness basket | 1,000 | 500 | ||||
Outstanding borrowings | $ 8,391 | $ 9,730 | ||||
Percentage of outstanding borrowings | 49.40% | 88.50% | ||||
Effective interest rate | 5.50% | 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 | $ 2,500 | $ 2,000 | $ 1,500 |
NOTES PAYABLE - BANKS, First Me
NOTES PAYABLE - BANKS, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | Aug. 30, 2019 | Mar. 21, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | |
Long Term Debt [Abstract] | |||||
Less current portion | $ (980) | $ (897) | |||
Long-term debt | 6,602 | 3,831 | |||
First Merchants Bank Credit Facility [Member] | Indco's [Member] | |||||
Long Term Debt [Abstract] | |||||
Long-term Debt | [1] | 5,455 | 2,713 | ||
Less current portion | (786) | (857) | |||
Long-term debt | 4,669 | 1,856 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2020 | 786 | ||||
2021 | 786 | ||||
2022 | 786 | ||||
2023 | 786 | ||||
2024 | 786 | ||||
Thereafter | 1,525 | ||||
Long-term Debt | [1] | $ 5,455 | $ 2,713 | ||
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco's [Member] | |||||
Long Term Debt [Abstract] | |||||
Face amount of debt | $ 5,500 | $ 6,000 | |||
Term of variable rate | 1 month | 1 month | |||
Maturity date of facility | Aug. 30, 2024 | ||||
Effective interest rate | 5.85% | 5.85% | |||
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco's [Member] | LIBOR [Member] | Minimum [Member] | |||||
Long Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.75% | 3.75% | |||
First Merchants Bank Credit Facility [Member] | Term Loan [Member] | Indco's [Member] | LIBOR [Member] | Maximum [Member] | |||||
Long Term Debt [Abstract] | |||||
Basis spread on variable rate | 3.50% | 4.75% | |||
First Merchants Bank Credit Facility [Member] | Revolving Loan [Member] | Indco's [Member] | |||||
Long Term Debt [Abstract] | |||||
Maximum borrowing capacity | $ 1,000 | $ 1,500 | |||
Term of variable rate | 1 month | 1 month | |||
Maturity date of facility | Aug. 30, 2024 | ||||
Outstanding borrowings | $ 0 | $ 0 | |||
Debt instrument monthly installment | $ 71 | ||||
First Merchants Bank Credit Facility [Member] | Revolving Loan [Member] | Indco's [Member] | LIBOR [Member] | |||||
Long Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.75% | 2.75% | |||
[1] | Long Term Debt is due in monthly installments of $71 plus monthly interest, at LIBOR plus 3.75% to 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. |
NOTES PAYABLE - BANKS, First No
NOTES PAYABLE - BANKS, First Northern Bank of Dixon (Details) - USD ($) $ in Thousands | Nov. 18, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
NOTE PAYABLE - BANK [Abstract] | ||||
Less current portion | $ (980) | $ (897) | ||
Long-term debt, non-current | 6,602 | $ 3,831 | ||
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% | |||
Effective interest rate | 5.28% | 5.28% | ||
NOTE PAYABLE - BANK [Abstract] | ||||
Long-term Debt | [1] | $ 1,975 | $ 2,015 | |
Less current portion | (42) | (40) | ||
Long-term debt, non-current | 1,933 | 1,975 | ||
Debt instrument monthly installment | 12 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
2020 | 42 | |||
2021 | 45 | |||
2022 | 47 | |||
2023 | 50 | |||
2024 | 52 | |||
Thereafter | 1,739 | |||
Long-term Debt | [1] | $ 1,975 | $ 2,015 | |
First Northern Bank Dixon [Member] | Term Loan [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Face amount of debt | $ 2,235 | |||
Maturity date of facility | Nov. 14, 2029 | |||
Effective interest rate | 4.18% | |||
First Northern Bank Dixon [Member] | Revolving Loan [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Maximum borrowing capacity | $ 500 | |||
Maturity date of facility | Oct. 1, 2020 | |||
Effective interest rate | 6.00% | |||
First Northern Bank Dixon [Member] | Solar Loan [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Face amount of debt | $ 125 | |||
Term of variable rate | 5 months | |||
Effective interest rate | 4.43% | |||
[1] | 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. |
SUBORDINATED PROMISSORY NOTES (
SUBORDINATED PROMISSORY NOTES (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2019USD ($)Installment | |
AB HoldCo Subordinated Promissory Note, One [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Annual interest rate percentage | 4.00% |
Debt instrument maturity date | Jun. 22, 2021 |
Outstanding amount | $ 47 |
Frequency of periodic payment | Quarterly |
AB HoldCo Subordinated Promissory Note, Two [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Annual interest rate percentage | 4.00% |
Debt instrument maturity date | Jun. 22, 2021 |
Outstanding amount | $ 297 |
Frequency of periodic payment | Quarterly |
Janel Group Subordinated Promissory Note [Member] | |
Long-term Debt, Excluding Current Maturities [Abstract] | |
Annual interest rate percentage | 6.75% |
Number of consecutive installments | Installment | 12 |
Frequency of periodic payment | Quarterly |
Quarterly periodic installments | $ 42 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
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. 06, 2019 | Sep. 24, 2018 | Jun. 22, 2018 | Mar. 21, 2018 | Oct. 17, 2016 | Oct. 16, 2016 | Sep. 30, 2019 | Sep. 30, 2018 |
Preferred Stock [Abstract] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Accrued dividends | $ 1,041 | $ 470 | ||||||
Common Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred shares converted to common stock (in shares) | 6,400 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 | |||||||
Cumulative annual cash dividends rate | $ 15 | |||||||
Number of shares repurchased, shares (in shares) | 20,000 | |||||||
Number of shares repurchased, value (in shares) | $ 400 | $ 400 | ||||||
Series A Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Number of shares repurchased, shares (in shares) | 0 | |||||||
Number of shares repurchased, value (in shares) | $ 0 | |||||||
Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Number of shares repurchased, shares (in shares) | 20,000 | |||||||
Number of shares repurchased, value (in shares) | $ 0 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.10 | |||||||
Series B Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred shares converted to common stock (in shares) | 6,400 | |||||||
Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred shares converted to common stock (in shares) | 640 | (640) | ||||||
Series C Cumulative Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Dividends declared | $ 571 | $ 438 | ||||||
Preferred stock, dividend rate | 5.00% | 7.00% | 6.00% | 5.00% | ||||
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 | $ 12,541 | $ 11,966 | ||||||
Fair value prior to modification | 8,224 | |||||||
Fair value after to modification | 6,912 | |||||||
Change in fair value | $ 1,312 | |||||||
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] | Common Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Stock issued in private placement (in shares) | 0 | |||||||
Stock issued in private placement, value | $ 0 | |||||||
Series C Cumulative Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Stock issued in private placement (in shares) | 5,795 | |||||||
Stock issued in private placement, value | $ 0 | |||||||
Series C Cumulative Preferred Stock [Member] | Minimum [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Percentage of change in present value of future cash flows | 10.00% | |||||||
Series C Cumulative Preferred Stock [Member] | Maximum [Member] | ||||||||
Preferred Stock [Abstract] | ||||||||
Preferred stock, dividend rate | 13.00% | 9.00% |
STOCKHOLDERS' EQUITY, Treasury
STOCKHOLDERS' EQUITY, Treasury Stock, Stock Warrants and Indco Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 29, 2019 | Sep. 27, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 06, 2013 |
Indco Dividend [Abstract] | ||||||
Total dividend paid to minority owner | $ 342 | $ 51 | ||||
Indco [Member] | ||||||
Indco Dividend [Abstract] | ||||||
Dividends declared (in dollars per share) | $ 6.25 | |||||
Dividends record date | Aug. 30, 2019 | |||||
Dividends declared date | Aug. 29, 2019 | |||||
Total dividend paid to majority owner | $ 3,757 | |||||
Total dividend paid to minority owner | $ 342 | |||||
Securities Purchase Agreement [Member] | ||||||
Stock Warrants [Abstract] | ||||||
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] | ||||||
Treasury Stock [Abstract] | ||||||
Treasury stock acquired (in shares) | 20,000 | |||||
Treasury stock acquired, value | $ 240 | |||||
Stock Warrants [Abstract] | ||||||
Number of warrants exercised (in shares) | 0 |
STOCK-BASED COMPENSATION, Expen
STOCK-BASED COMPENSATION, Expense and Authorized (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | May 12, 2017 | Oct. 30, 2013 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation [Abstract] | ||||
Stock-based compensation | $ 296 | $ 678 | ||
2013 Option Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 | |||
2017 Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 |
STOCK-BASED COMPENSATION, Assum
STOCK-BASED COMPENSATION, Assumptions (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Indco [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 3.04% | |
Dividend yield | 0.00% | 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 | 5 years 6 months | 4 years 7 days |
Expected volatility | 95.40% | 98.52% |
Weighted average grant date fair value (in dollars per share) | $ 9.19 | $ 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 6 months | 6 years 3 months 7 days |
Expected volatility | 98.80% | 102.90% |
Weighted average grant date fair value (in dollars per share) | $ 9.85 | $ 9.83 |
Employee Option Awards [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 3.04% | |
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% | |
Expected option term in years | 5 years 6 months | 5 years |
Expected volatility | 95.40% | 91.94% |
Weighted average grant date fair value (in dollars per share) | $ 5.87 | $ 6.23 |
Employee Option Awards [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 2.70% | |
Expected option term in years | 6 years 6 months | 6 years 6 months |
Expected volatility | 98.80% | 99.13% |
Weighted average grant date fair value (in dollars per share) | $ 6.29 | $ 6.85 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Indco's [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 25,321 | |
Granted (in shares) | 6,812 | |
Outstanding, ending balance (in shares) | 32,133 | 25,321 |
Exercisable, ending balance (in shares) | 20,825 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 7.97 | |
Granted (in dollars per share) | 12.13 | |
Outstanding, ending balance (in dollars per share) | 8.85 | $ 7.97 |
Exercisable, ending balance (in dollars per share) | $ 7.08 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 7 years 4 months 2 days | 7 years 10 months 24 days |
Granted | 9 years | |
Exercisable | 6 years 7 months 28 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 105,360 | |
Granted | 0 | |
Outstanding, ending balance | 105,360 | $ 105,360 |
Exercisable, ending balance | $ 105,090 | |
Share price (in dollars per share) | $ 12.13 | |
Total unrecognized compensation expense | $ 42,000 | |
Stock-based compensation | $ 93,000 | $ 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) | 112,798 | |
Granted (in shares) | 7,500 | |
Exercised (in shares) | (9,461) | |
Outstanding, ending balance (in shares) | 110,837 | 112,798 |
Exercisable, ending balance (in shares) | 95,124 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 5.09 | |
Granted (in dollars per share) | 7.75 | |
Exercised (in dollars per share) | 7.63 | |
Outstanding, ending balance (in dollars per share) | 5.05 | $ 5.09 |
Exercisable, ending balance (in dollars per share) | $ 4.57 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 5 years 11 months 23 days | 6 years 10 months 17 days |
Granted | 9 years | |
Exercisable | 5 years 7 months 2 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 357,100 | |
Granted | 9,380 | |
Outstanding, ending balance | 438,060 | $ 357,100 |
Exercisable, ending balance | $ 422,210 | |
Share price (in dollars per share) | $ 9 | |
Total unrecognized compensation expense | $ 26,000 | |
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) | 19,036 | |
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) | $ 7.21 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 7 years 9 months 18 days | 8 years 9 months 18 days |
Exercisable | 7 years 8 months 19 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 31,840 | |
Outstanding, ending balance | 72,680 | $ 31,840 |
Exercisable, ending balance | $ 34,060 | |
Share price (in dollars per share) | $ 9 | |
Total unrecognized compensation expense | $ 71,000 | |
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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Restricted stock vested but not issued | $ 159 | $ 0 |
Employee Restricted Stock [Member] | ||
Restricted Stock [Roll Forward] | ||
Unvested, beginning balance (in shares) | 10,000 | |
Vested (in shares) | (5,000) | |
Unvested, ending balance (in shares) | 5,000 | 10,000 |
Weighted Average Exercise Price [Abstract] | ||
Unvested, beginning balance (in dollars per share) | $ 8.01 | |
Vested (in dollars per share) | 8.01 | |
Unvested, ending balance (in dollars per share) | $ 8.01 | $ 8.01 |
Weighted Average Remaining Contractual Term [Abstract] | ||
Unvested | 7 months 10 days | 1 year 1 month 10 days |
Granted in period (in shares) | 0 | |
Vesting period | 3 years | |
Grant date cost to recipient | $ 0 | |
Total unrecognized compensation cost | 8 | |
Restricted stock vested but not issued | $ 159 | |
Restricted stock vested but not issued (in shares) | 28,333 | |
Employee Restricted Stock [Member] | Maximum [Member] | ||
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted-average vesting period | 1 year 1 month 6 days | |
Non-Employee Restricted Stock [Member] | ||
Restricted Stock [Roll Forward] | ||
Unvested, beginning balance (in shares) | 30,000 | |
Vested (in shares) | (3,333) | |
Unvested, ending balance (in shares) | 26,667 | 30,000 |
Weighted Average Exercise Price [Abstract] | ||
Unvested, beginning balance (in dollars per share) | $ 8.03 | |
Vested (in dollars per share) | 8.01 | |
Unvested, ending balance (in dollars per share) | $ 8.04 | $ 8.03 |
Weighted Average Remaining Contractual Term [Abstract] | ||
Unvested | 10 months 17 days | 1 year 8 months 26 days |
Total unrecognized compensation cost | $ 175 | |
Non-Employee Restricted Stock [Member] | Maximum [Member] | ||
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted-average vesting period | 1 year 3 months 18 days |
INCOME PER COMMON SHARE, Reconc
INCOME PER COMMON SHARE, Reconciliation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME PER COMMON SHARE [Abstract] | ||
Net income | $ 616 | $ 248 |
Preferred stock dividends | (571) | (438) |
Non-controlling interest dividends | (342) | (50) |
Gain on extinguishment of Preferred Stock Series C dividends | 0 | 1,312 |
Net Income (Loss) Available to Common Stockholders | $ (297) | $ 1,072 |
Common Shares [Abstract] | ||
Basic - weighted average common shares (in shares) | 851,234 | 574,721 |
Effect of dilutive securities [Abstract] | ||
Stock options (in shares) | 0 | 58,433 |
Restricted stock (in shares) | 0 | 34,243 |
Warrants (in shares) | 0 | 134,767 |
Convertible preferred stock (in shares) | 0 | 32,321 |
Diluted - weighted average common stock (in shares) | 851,234 | 834,485 |
Income per Common Shares - Basic [Abstract] | ||
Net income (in dollars per share) | $ 0.72 | $ 0.43 |
Preferred stock dividends (in dollars per share) | (0.67) | (0.76) |
Non-controlling interest dividends (in dollars per share) | (0.40) | (0.09) |
Gain on extinguishment of Preferred stock dividends Series C (in dollars per share) | 0 | 2.28 |
Net income (loss) attributable to common stockholders (in dollars per share) | (0.35) | 1.86 |
Income per Common Shares - Diluted [Abstract] | ||
Net income (in dollars per share) | 0.72 | 0.30 |
Preferred stock dividends (in dollars per share) | (0.67) | (0.53) |
Non-controlling interest dividends (in dollars per share) | (0.40) | (0.06) |
Gain on extinguishment of Preferred stock dividends Series C (in dollars per share) | 0 | 1.57 |
Net income (loss) available to common stockholders (in dollars per share) | $ (0.35) | $ 1.28 |
Anti-dilutive shares (in shares) | 0 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Sep. 30, 2019 | Sep. 30, 2018 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 199,867 | 216,561 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 6,310 | 12,710 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 110,837 | 112,798 |
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) | 8,333 | 10,000 |
Non-Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 23,334 | 30,000 |
INCOME TAXES, Reconciliation of
INCOME TAXES, Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Reconciliation of Income Tax [Abstract] | ||
Federal taxes at statutory rates | $ 199 | $ 91 |
Permanent differences | 44 | 7 |
State and local taxes, net of Federal benefit | 69 | 60 |
Federal rate change | 0 | (28) |
Other | 18 | 0 |
Total | $ 330 | $ 130 |
INCOME TAXES, Provision for Inc
INCOME TAXES, Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME TAXES [Abstract] | ||
Current | $ 106 | $ 55 |
Deferred | 224 | 75 |
Total | $ 330 | $ 130 |
INCOME TAXES, Components of Net
INCOME TAXES, Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 1,000 | $ 1,117 |
Credits | 42 | 42 |
Other | (350) | 36 |
Stock based compensation | 369 | 293 |
Total deferred tax assets | 1,061 | 1,488 |
Valuation allowance | 0 | 0 |
Total deferred tax assets net of valuation allowance | 1,061 | 1,488 |
Deferred tax liabilities - depreciation and amortization | 2,991 | 2,578 |
Prepaid expenses | 70 | 41 |
Total deferred tax liabilities | 3,061 | 2,619 |
Net deferred tax liability | $ (2,000) | $ (1,131) |
INCOME TAXES, Net Operating Los
INCOME TAXES, Net Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2019USD ($) | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 4,948 |
Open tax years | 2013 2014 2015 2016 2017 2018 |
2033 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 4,330 |
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, 2019 | Sep. 30, 2018 | |
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 | $ 214 | $ 138 |
Defined contribution plan, administrative expense | $ 26 | $ 11 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($)Segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 3 | 2 |
Revenues | $ 84,354 | $ 67,521 |
Forwarding expenses and cost of revenues | 59,248 | 47,209 |
Gross profit | 25,106 | 20,312 |
Selling, general and administrative | 22,612 | 18,618 |
Amortization of intangible assets | 915 | 807 |
Income from Operations | 1,579 | 887 |
Interest expense | 694 | 499 |
Identifiable assets | 59,719 | 50,911 |
Capital expenditures | 421 | 89 |
Corporate [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 0 | 0 |
Forwarding expenses and cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative | 2,736 | 3,063 |
Amortization of intangible assets | 915 | 807 |
Income from Operations | (3,651) | (3,870) |
Interest expense | (10) | (4) |
Identifiable assets | 27,200 | 24,036 |
Capital expenditures | 0 | 0 |
Global Logistics Services [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 69,655 | 57,200 |
Forwarding expenses and cost of revenues | 53,319 | 42,685 |
Gross profit | 16,336 | 14,515 |
Selling, general and administrative | 13,856 | 11,836 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 2,480 | 2,679 |
Interest expense | 432 | 283 |
Identifiable assets | 21,571 | 18,812 |
Capital expenditures | 18 | 38 |
Manufacturing [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 9,042 | 8,337 |
Forwarding expenses and cost of revenues | 4,020 | 3,797 |
Gross profit | 5,022 | 4,540 |
Selling, general and administrative | 3,113 | 2,830 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 1,909 | 1,710 |
Interest expense | 150 | 182 |
Identifiable assets | 2,357 | 1,898 |
Capital expenditures | 158 | 51 |
Life Sciences [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 5,657 | 1,984 |
Forwarding expenses and cost of revenues | 1,909 | 727 |
Gross profit | 3,748 | 1,257 |
Selling, general and administrative | 2,907 | 889 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 841 | 368 |
Interest expense | 122 | 38 |
Identifiable assets | 8,591 | 6,165 |
Capital expenditures | $ 245 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rental expense on operating leases | $ 818 | $ 703 |
Future Minimum Lease Commitments under Non-cancellable Leases [Abstract] | ||
2020 | 653 | |
2021 | 267 | |
2022 | 255 | |
2023 | $ 88 |