Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Jan. 13, 2021 | Mar. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 0001133062 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,960,238 | ||
Entity Common Stock, Shares Outstanding | 901,154 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Current Assets: | ||
Cash | $ 3,349 | $ 2,163 |
Accounts receivable, net of allowance for doubtful accounts | 20,245 | 21,351 |
Inventory, net | 3,666 | 4,371 |
Prepaid expenses and other current assets | 433 | 670 |
Total current assets | 27,693 | 28,555 |
Property and Equipment, net | 4,977 | 3,954 |
Other Assets: | ||
Intangible assets, net | 13,333 | 13,598 |
Goodwill | 14,146 | 13,525 |
Operating lease right of use asset | 2,621 | 0 |
Security deposits and other long-term assets | 265 | 87 |
Total other assets | 30,365 | 27,210 |
Total assets | 63,035 | 59,719 |
Current Liabilities: | ||
Line of credit | 8,447 | 8,391 |
Accounts payable - trade | 20,769 | 22,061 |
Accrued expenses and other current liabilities | 3,007 | 2,272 |
Dividends payable | 1,661 | 1,041 |
Current portion of Paycheck Protection Program (PPP) loan | 1,913 | 0 |
Current portion of deferred acquisition payments | 178 | 0 |
Current portion of subordinated promissory note - related party | 504 | 152 |
Current portion of long-term debt | 866 | 828 |
Current portion of operating lease liabilities | 720 | 0 |
Total current liabilities | 38,065 | 34,745 |
Other Liabilities: | ||
Long-term debt | 6,432 | 6,602 |
Long-term portion of Paycheck Protection Program (PPP) loan | 960 | 0 |
Subordinated promissory notes - related party | 39 | 541 |
Long-term portion of deferred acquisition payments | 372 | 0 |
Mandatorily redeemable non-controlling interest | 604 | 619 |
Deferred income taxes | 1,569 | 2,000 |
Long-term operating lease liabilities | 1,924 | 0 |
Other liabilities | 388 | 334 |
Total other liabilities | 12,288 | 10,096 |
Total liabilities | 50,353 | 44,841 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 918,652 issued and 898,652 outstanding as of September 30, 2020 and 863,812 issued and 843,812 outstanding as of September 30, 2019 | 1 | 1 |
Paid-in capital | 14,604 | 15,075 |
Common treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated (deficit) earnings | (1,683) | 42 |
Total stockholders' equity | 12,682 | 14,878 |
Total liabilities and stockholders' equity | 63,035 | 59,719 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series C [Member] | ||
Current Liabilities: | ||
Dividends payable | 1,661 | 1,041 |
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
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) | 918,652 | 863,812 |
Common stock, shares outstanding (in shares) | 898,652 | 843,812 |
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) | 31 | 631 |
Preferred stock, shares outstanding (in shares) | 31 | 631 |
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) | 19,760 | 20,000 |
Preferred stock, liquidation value | $ 11,541 | $ 11,041 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 82,429 | $ 84,354 |
Forwarding expenses and cost of revenues | 58,908 | 59,248 |
Gross profit | 23,521 | 25,106 |
Costs and Expenses: | ||
Selling, general and administrative | 24,290 | 22,612 |
Amortization of intangible assets | 955 | 915 |
Total Costs and Expenses | 25,245 | 23,527 |
(Loss) Income from Operations | (1,724) | 1,579 |
Other Items: | ||
Interest expense net of interest income | (521) | (694) |
Change in fair value of mandatorily redeemable non-controlling interest | 15 | 61 |
(Loss) Income Before Income Taxes | (2,230) | 946 |
Income tax benefit (expense) | 505 | (330) |
Net (Loss) Income | (1,725) | 616 |
Preferred stock dividends | (675) | (571) |
Non-controlling interest dividends | 0 | (342) |
Net (Loss) Available to Common Stockholders | $ (2,400) | $ (297) |
Net (loss) Income per share | ||
Basic (in dollars per share) | $ (1.98) | $ 0.72 |
Diluted (in dollars per share) | (1.98) | 0.72 |
Net (loss) per share attributable to common stockholders: | ||
Basic (in dollars per share) | (2.75) | (0.35) |
Diluted (in dollars per share) | $ (2.75) | $ (0.35) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 872,122 | 851,234 |
Diluted (in shares) | 872,122 | 851,234 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member]Series B [Member] | Preferred Stock [Member]Series C [Member] | Common Stock [Member] | Common Stock [Member]Series B [Member] | Common Stock [Member]Series C [Member] | Paid-in Capital [Member] | Paid-in Capital [Member]Series C [Member] | Common Treasury Stock [Member] | Common Treasury Stock [Member]Series C [Member] | Accumulated Earnings (Deficit) [Member] | Accumulated Earnings (Deficit) [Member]Series C [Member] | Total | Series B [Member] | Series C [Member] | Cumulative Effect of Change in Accounting Principle [Member]Preferred Stock [Member] | Cumulative Effect of Change in Accounting Principle [Member]Common Stock [Member] | Cumulative Effect of Change in Accounting Principle [Member]Paid-in Capital [Member] | Cumulative Effect of Change in Accounting Principle [Member]Common Treasury Stock [Member] | Cumulative Effect of Change in Accounting Principle [Member]Accumulated Earnings (Deficit) [Member] | Cumulative Effect of Change in Accounting Principle [Member] |
Balance at Sep. 30, 2018 | $ 0 | $ 1 | $ 15,872 | $ (240) | $ (606) | $ 15,027 | $ 0 | $ 0 | $ 0 | $ 0 | $ 32 | $ 32 | |||||||||
Balance (in shares) at Sep. 30, 2018 | 21,271 | 837,951 | 20,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net (loss) 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 | 0 | 0 | |||||||||||||||||||
Preferred B shares converted (in shares) | (640) | 6,400 | |||||||||||||||||||
Restricted stock issued | $ 0 | $ 0 | 0 | $ 0 | 0 | 0 | |||||||||||||||
Restricted stock issued (in shares) | 0 | 10,000 | 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 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net (loss) income | $ 0 | $ 0 | 0 | $ 0 | (1,725) | (1,725) | |||||||||||||||
Dividends to preferred stockholders | 0 | 0 | (675) | 0 | 0 | (675) | |||||||||||||||
Preferred C shares purchased | $ 0 | $ 0 | $ (445) | $ 0 | $ (445) | ||||||||||||||||
Preferred C shares purchased (in shares) | (890) | 0 | |||||||||||||||||||
Preferred C shares sold | $ 0 | $ 0 | $ 325 | $ 0 | $ 0 | $ 325 | |||||||||||||||
Preferred C shares sold (in shares) | 650 | 0 | 0 | ||||||||||||||||||
Preferred B shares converted | $ 0 | $ 0 | |||||||||||||||||||
Preferred B shares converted (in shares) | (600) | 6,000 | |||||||||||||||||||
Restricted stock issued | $ 0 | $ 0 | 0 | $ 0 | 0 | 0 | |||||||||||||||
Restricted stock issued (in shares) | 0 | 15,000 | 0 | ||||||||||||||||||
Vested restricted stock unissued | $ 0 | $ 0 | (147) | $ 0 | 0 | (147) | |||||||||||||||
Stock based compensation | 0 | 0 | 199 | 0 | 0 | 199 | |||||||||||||||
Stock option exercise | $ 0 | $ 0 | 272 | $ 0 | 0 | 272 | |||||||||||||||
Stock option exercise (in shares) | 0 | 33,840 | 0 | ||||||||||||||||||
Balance at Sep. 30, 2020 | $ 0 | $ 1 | $ 14,604 | $ (240) | $ (1,683) | $ 12,682 | |||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 19,791 | 918,652 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | $ (1,725) | $ 616 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Provision for uncollectible accounts, net of recoveries | 133 | 385 |
Depreciation and amortization | 274 | 282 |
Deferred income tax | (610) | 267 |
Amortization of intangible assets | 955 | 915 |
Cost recognized on the sale of acquired inventory | 876 | 250 |
Amortization of loan costs | 9 | 10 |
Stock based compensation | 269 | 296 |
Change in fair value of mandatorily redeemable noncontrolling interest | (15) | (61) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 2,494 | (365) |
Inventory | (171) | (67) |
Prepaid expenses and other current assets | 99 | (152) |
Security deposits and other long-term assets | (31) | 50 |
Accounts payable and accrued expenses | (3,188) | 4,697 |
Operating lease liability | 6 | 0 |
Other liabilities | 71 | 80 |
Net cash (used in) provided by operating activities | (554) | 7,203 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment, net of $138 (2020) and $49 (2019) in disposals | (1,297) | (421) |
Acquisitions | (247) | (6,179) |
Net cash used in investing activities | (1,544) | (6,600) |
Cash Flows From Financing Activities: | ||
Dividends paid to preferred stockholders | (55) | 0 |
Dividends paid to minority shareholders | 0 | (342) |
Borrowings under term loan | 6 | 2,701 |
Proceeds from Paycheck Protection Program (PPP) loan | 2,726 | 0 |
Proceeds from stock option exercise | 272 | 72 |
Line of credit, borrowing (repayment), net | 55 | (1,348) |
Repurchase of Series C Preferred Stock | (445) | 0 |
Proceeds from sale of Series C Preferred Stock | 325 | 0 |
Repayment of notes payable - related party | (150) | (108) |
Deferred acquisition payments | 550 | 0 |
Net cash provided by financing activities | 3,284 | 975 |
Net increase in cash | 1,186 | 1,578 |
Cash at beginning of the period | 2,163 | 585 |
Cash at end of period | 3,349 | 2,163 |
Cash paid during the period for: | ||
Interest | 511 | 649 |
Income taxes | 115 | 146 |
Non-cash investing activities: | ||
Contingent earn-out acquisition | 0 | 50 |
Deferred payment on acquisition | 550 | 0 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | 675 | 571 |
Vested restricted stock unissued | 147 | 159 |
Paycheck Protection Program (PPP) loan assumed on acquisition | 135 | 0 |
Subordinated Promissory notes of Honor | $ 0 | $ 456 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Investing Activities: | ||
Acquisitions, disposals proceeds | $ 138 | $ 49 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2020 | |
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 with subsidiaries in three business segments: Global Logistics Services, Manufacturing and Life Sciences. 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 July 23, 2020, we completed a business combination whereby we acquired substantially all of the outstanding common stock of a global logistics services provider with two U.S. location. See note 2. 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. 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 several wholly-owned subsidiaries. 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. 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, accrual of tax expense on an interim basis and potential impairment of goodwill and intangible assets with indefinite lives, long-lived assets impairment. 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, 2020 and September 30, 2019 was $496 and $503, 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 Life Science business. The products of the Life Science business 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. 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, 2020 and 2019. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future. 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. During the fourth quarter ended September 30, 2020, we consider the COVID-19 pandemic as a triggering event in the assessment of recoverability of the indefinite-lived intangibles, and long-lived assets. We performed an impairment test as of September 30, 2020 and concluded 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. Revenue 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 increase to the opening balance of retained earnings of $32, 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 a decrease of $443 and $403, respectively, as a result of applying ASC Topic 606. 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, the Company has determined that in general each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services. 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 acting as principal and 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 the Company is acting as agent and 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 freight, air freight, custom brokerage and trucking and other. A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2020 and 2019 was as follows: Service Type Year Ended September 30, 2020 Year Ended September 30, 2019 Ocean freight $ 26,740 $ 30,878 Trucking and other 14,848 16,545 Customs brokerage 10,274 8,504 Air freight 16,630 13,728 Total $ 68,492 $ 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 the Life Sciences segment 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. Revenues 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, 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 11. 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 In prior periods up to September 30, 2019, the Company accounted 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. The Company adopted ASU 2018-07 on October 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the year ended September 30, 2020. 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% per year 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. As of September 30, 2020, the holder did not exercise the redemption rights. 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 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 Borrower). The note bears interest on the outstanding principal amount at a rate of 10% per annum and both principal and interest was 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. On September 24, 2020, the outstanding principal and interest was paid in full. As of September 30, 2019, amounts outstanding including accrued interest was $139 and is included in prepaid expenses and other current assets. 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. Recent accounting pronouncements Recently adopted accounting pronouncements On October 1, 2019, the Company adopted ASU No. 2016-02, Leases The Company adopted the new standards as of the beginning of the period of adoption, or effective October 1, 2019 using the modified retrospective transition method. The Company elected to use the package of practical expedients which allowed the Company to (i) not reassess whether an arrangement contains a lease, (ii) carry forward its lease classification as operating or capital leases and (iii) not reassess its previously-recorded initial direct costs. For all existing operating leases as of October 1, 2019, the Company recorded operating lease right of use assets of $1,043 and corresponding lease liabilities of $1,060, with an offset to other liabilities of $17 to eliminate deferred rent on the consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. At each balance sheet date, operating lease liabilities represent the present value of the future minimum payments related to non-cancelable periods. Leases with an initial term of 12 months or less (short-term leases) are not recognized in the balance sheet, and the related lease payments are recognized as incurred over the lease term. All significant lease arrangements after October 1, 2019 are recognized as right-of-use assets and lease liabilities at lease commencement. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of the future lease payments using the Company’s incremental borrowing rate. The adoption of the new lease accounting standard did not have a material impact on the Company’s results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes 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, 2020 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2 ACQUISITIONS 2020 Acquisition Effective July 23, 2020, through its wholly-owned subsidiary, Janel Group, Inc. (“Janel Group”) the Company acquired all of the outstanding common stock of a global logistics services provider with two U.S. locations for $132, net of $853 cash received. At closing the former stockholder was paid $300 in cash and $194, $193 and $193 is due to the stockholder as deferred acquisition payments on the first, second and third anniversary of the closing date and the Company assumed $135 in the form of a Paycheck Protection Program (PPP) loan. The Company recorded an aggregate of $506 in goodwill and $690 in other identifiable intangibles. This acquisition was funded with cash provided by normal operations along with a deferred acquisition payment due to the former stockholder. The results of operations of the acquired businesses are included in the Janel’s consolidated results of operations since the date of the acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a significant impact on Janel’s consolidated results of operations individually or in aggregate. 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. The Company recorded an aggregate of $2,067 in goodwill and $2,165 in other identifiable intangibles. The results of operations of the acquired businesses are included in the Janel’s consolidated results of operations since the date of each acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a significant impact on Janel’s consolidated results of operations individually or in aggregate. 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. The acquisition of Honor was funded with cash provided by normal operations along with a subordinated promissory note. Honor provides global logistics services with two U.S. locations and expanded the domestic network of the Company’s Global Logistics Services segment. Acquisition expenses associated with the Honor acquisition amounted to $69 for the twelve months ended September 30, 2019 and are included in selling, general and administrative expenses. Honor’s results for the period from the acquisition through September 30, 2019 are included in the results of operations for the twelve months ended September 30, 2019. This includes revenues, forwarding expense, selling, general and administrative expense, interest expense and net income from operations of Honor, which amounted to $4,533, $3,467, $830, $19 and $216, respectively. 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 is a manufacturer and distributor of monoclonal and polyclonal antibodies, principally used in neuroscience research. As of September 30, 2020, the Company paid $172 in tax gross up consideration to the former owners and recorded an additional $116 of goodwill related to the Phospho acquisition. Phospho was founded in 2001 and is headquartered in Aurora Colorado. The results of operations for Phospho are reported in our Life Sciences segment. Acquisition expenses associated with Phospho acquisition amounted to $34 for the twelve months ended September 30, 2019 and are included in selling, general and administrative expenses. Phospho results for the period from acquisition through September 30, 2019 are included in the results of operations for the twelve months ended September 30, 2019. This includes revenues, cost of goods sold, selling, general and administrative expense and net income from operations of Antibodies, which amounted to $96, $19, $65 and $14, respectively. 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. These acquisitions were funded with cash provided by normal operations. 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, which was subsequently reversed. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 September 30, 2019 Life Building and improvements $ 3,096 $ 2,577 15-30 years Land and improvements 1,235 835 Indefinite Furniture and Fixture 282 218 3-7 years Computer Equipment 385 465 3-5 years Machinery & Equipment 1,288 973 3-15 years Leasehold Improvements 115 181 3-5 years 6,401 5,249 Less Accumulated Depreciation (1,424 ) (1,295 ) $ 4,977 $ 3,954 On February 4, 2020, Indco entered into a Purchase and Sale Agreement to acquire the land and building which serves as the Indco office and manufacturing facility in New Albany, Indiana for a total purchase price of $884. This transaction closed on July 1, 2020. Depreciation expense for the fiscal year ended September 30, 2020 and 2019 was $274 and $282, respectively. |
INVENTORY
INVENTORY | 12 Months Ended |
Sep. 30, 2020 | |
INVENTORY [Abstract] | |
INVENTORY | 4 INVENTORY Inventories consisted of the following (in thousands): Year End September 30, 2020 2019 Finished goods $ 1,246 $ 2,988 Work-in-process 1,406 461 Raw materials 1,039 946 Gross inventory 3,691 4,395 Less – reserve for inventory valuation (25 ) (24 ) Inventory net $ 3,666 $ 4,371 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 September 30, 2019 Life Customer relationships $ 14,392 $ 13,762 15-24 Years Trademarks/names 1,820 1,800 1-20 Years Trademarks/names 451 451 Indefinite Other 1,018 978 2-22 Years 17,681 16,991 Less: Accumulated Amortization (4,348 ) (3,393 ) $ 13,333 $ 13,598 The composition of the intangible assets balance at September 30, 2020 and 2019 is as follows: September 30, 2020 September 30, 2019 Global Logistics Services $ 7.643 $ 6,953 Manufacturing 7,700 7,700 Life Sciences 2,338 2,338 17,681 16,991 Less: Accumulated Amortization (4,348 ) (3,393 ) $ 13,333 $ 13,598 Amortization expense of intangible assets for the year ended September 30, 2020 and 2019 was $955 and $915, respectively. The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2021 $ 990 Fiscal Year 2022 967 Fiscal Year 2023 965 Fiscal Year 2024 949 Fiscal Year 2025 949 Thereafter 8,513 $ 13,333 |
GOODWILL
GOODWILL | 12 Months Ended |
Sep. 30, 2020 | |
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. During the year ended September 30, 2020, with respect to the Phospho acquisition, the Company paid $172 in tax gross up consideration to the former owners and recorded an additional $116 of goodwill. The composition of the goodwill balance at September 30, 2020 and 2019 is as follows: September 30, 2020 September 30, 2019 Global Logistics Services $ 6,161 $ 5,655 Manufacturing 5,046 5,046 Life Sciences 2,939 2,824 Total $ 14,146 $ 13,525 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 12 Months Ended |
Sep. 30, 2020 | |
NOTES PAYABLE - BANKS [Abstract] | |
NOTES PAYABLE - BANKS | 7 NOTES PAYABLE - BANKS (A) Santander Bank Facility On October 17, 2017, the Janel Group subsidiaries (collectively the “Janel Group Borrowers”), with Company 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”). As amended in March 2018, November 2018, March 2020 and July 2020, the Santander Facility currently provides that the Janel Group Borrowers can borrow up to $17,000 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 2.25% 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, while the Santander Loan Agreement contains customary terms and covenants. The Santander Facility matures on October 17, 2022, unless earlier terminated or renewed. As a result of its terms, the Santander Facility 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. On March 4, 2020, the Company and its wholly-owned subsidiaries, entered into the Third Amendment to Loan and Security Agreement (“Amendment No. 3”) to the Loan and Security Agreement, dated October 17, 2017 by and between the Company, certain of its subsidiaries, and Santander Bank, N.A. (as amended by the Limited Waiver, Joinder and First Amendment dated as of March 21, 2018, and the Limited Waiver, Joinder and Second Amendment dated November 20, 2018 (collectively, the “Loan Agreement”). Pursuant to, and among other changes effected by, Amendment No. 3: (1) the Maturity date of the Loan evidenced by the Loan Agreement was extended to October 17, 2022; (2) the LIBOR rate margin was reduced from 2.50% to 2.25%; (3) the monthly Collateral Monitor Fee was reduced from $1 to $0.5; (4) the definition of EBITDA was revised to allow addback of up to $500 annually for merger and acquisition costs; and (5) the Company’s subsidiaries were permitted to pay up to $500 in aggregate dividends to the Company for fiscal 2020 if certain conditions were met. On July 22, 2020, Janel Group, Inc., a wholly-owned subsidiary of Janel Corporation, and, Atlantic Customs Brokers, Inc. (“Atlantic”) as borrowers, and the Company as loan party obligor, entered into the Consent, Joinder and Fourth Amendment (the “Amendment”) to the Loan and Security Agreement, dated October 17, 2017 (as heretofore amended, the “Loan Agreement”), with Santander Bank, N.A., in its capacity as Lender. Pursuant to, and among other changes effected by, the Amendment, (i) Atlantic was added as a new borrower under the Loan Agreement, (ii) acquisition seller financing of up to $1,500 outstanding at any time was added as permitted indebtedness, and (iii) the Company was permitted to guaranty certain indebtedness of its Antibodies Incorporated subsidiary up to $2,920 outstanding at any time. At September 30, 2020, outstanding borrowings under the Santander Facility were $8,447, representing 49.7% of the $17,000 available thereunder, and interest was accruing at an effective interest rate of 2.40%. 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%. (B) 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 term loan, revolving loan and mortgage loan (together, the “First Merchant Facility”), as amended in August 2019 and July 2020. On February 4, 2020, Indco entered into a Purchase and Sale Agreement to acquire the land and building which serves as the Indco office and manufacturing facility in New Albany, Indiana. This transaction closed on July 1, 2020. 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. On July 1, 2020, Indco and First Merchants Bank entered into Amendment No. 2 to the First Merchants Credit Agreement, modifying the terms of Indco’s credit facilities. Under the revised terms, the credit facilities consist of a $5,500 term loan, a $1,000 (limited to the borrowing base and reserves) revolving loan and a $680 mortgage 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%. Interest will accrue on the Mortgage Loan at an annual rate of 4.19%. Indco’s obligations under the First Merchants Bank credit facilities are secured by all of Indco’s real property and other assets, and are guaranteed by Janel. Additionally, Janel’s guarantee of Indco’s obligations is secured by a pledge of Janel’s Indco shares. The term loan and revolving loan portions of the First Merchants credit facilities will expire on August 30, 2024, and the mortgage loan will mature on July 1, 2025 (subject to earlier termination as provided in the First Merchants Credit Agreement), unless renewed or extended. As of September 30, 2020, there were no outstanding borrowings under the revolving loan, $4,349 of borrowings under the term loan, and $676 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 3.66% and 4.19%, respectively. 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%. Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both September 30, 2020 and September 30, 2019. September 30, 2020 September 30, 2019 Total Debt * $ 5,025 $ 5,455 Less Current Portion (808 ) (786 ) Long Term Portion $ 4,217 $ 4,669 * Note: Term Loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, mortgage loan is due in monthly installments of $4, including interest at 4.19%. The credit facilities are collateralized by all of Indco’s assets and guaranteed by Janel. These obligations mature as follows (in thousands): Fiscal Year 2021 $ 808 Fiscal Year 2022 808 Fiscal Year 2023 810 Fiscal Year 2024 810 Fiscal Year 2025 1,232 Thereafter 557 $ 5,025 (C) 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”) with First Northern Bank of Dixon (“First Northern”), with respect to a $2,025 First Northern Term Loan (the “First Northern Term Loan”). The proceeds of the First Northern Term Loan were used to fund a portion of the merger consideration to acquire Antibodies. Interest was to accrue on the First Northern 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 First Northern Loan Agreement contains customary terms and covenants and matures on June 14, 2028 (subject to earlier termination). On November 18, 2019, Antibodies modified and refinanced its existing credit facilities with First Northern Bank. The existing First Northern 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”) which 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. On June 19, 2020, First Northern extended the draw period on the Solar Loan from May 14, 2020 to August 14, 2020, with all other terms, covenants and conditions substantially unchanged. Additionally, on June 19, 2020, we entered into a new business loan agreement (“Generator Loan”) which provided for a $60 term loan in connection with a potential expansion of generator capacity on the Antibodies property. The draw period for the Generator Loan expires in November 5, 2020. The interest rate for the Generator Loan is 4.25%, and the loan matures on November 5, 2025. There were no outstanding borrowings under the Generator Loan. As of September 30, 2020, the total amount outstanding under the First Northern Term Loan was $2,192, of which $2,139 is included in long-term debt and $53 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%. As of September 30, 2020, the total amount outstanding under the First Northern Solar Loan was $81, of which $76 is included in long-term debt and $5 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. 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%. September 30, 2020 September 30, 2019 (in thousands) Total Debt * $ 2,273 $ 1,975 Less Current Portion (58 ) (42 ) Long Term Portion $ 2,215 $ 1,933 * Long term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. These obligations mature as follows (in thousands): Fiscal Year 2021 $ 58 Fiscal Year 2022 61 Fiscal Year 2023 64 Fiscal Year 2024 66 Fiscal Year 2025 69 Thereafter 1,955 $ 2,273 The Company was in compliance with the covenants defined in the First Northern Loan Agreement at September 30, 2020 and September 30, 2019. |
SUBORDINATED PROMISSORY NOTES -
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 12 Months Ended |
Sep. 30, 2020 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 8. SUBORDINATED PROMISSORY NOTES - RELATED PARTY 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. As the result of the merger of AB HoldCo into Antibodies, Antibodies became the obligor under the AB HoldCo Subordinated Promissory Notes. 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 the obligor or any affiliate of the obligor 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 the full outstanding principal balance and accrued, unpaid interest is due on 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 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 each of September 30, 2020, and September 30, 2019, the amount outstanding under the two AB HoldCo Subordinated Promissory Notes was $344, which is included in the current portion of subordinated promissory notes. 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, on the last day of January, April, July and October beginning in January 2019, and shall be due and payable 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. As of September 30, 2020, and 2019, the amounts outstanding under the Janel Group Subordinated Promissory Notes were $199 and $349, respectively. September 30, 2020 September 30, 2019 (in thousands) Total subordinated promissory notes $ 543 $ 693 Less current portion of subordinated promissory notes (504 ) (152 ) Long term portion of subordinated promissory notes $ 39 $ 541 |
SBA PAYCHECK PROTECTION PROGRAM
SBA PAYCHECK PROTECTION PROGRAM LOANS | 12 Months Ended |
Sep. 30, 2020 | |
SBA Paycheck Protection Program Loans [Abstract] | |
SBA Paycheck Protection Program Loans | 9. SBA PAYCHECK PROTECTION PROGRAM LOANS On April 19, 2020, the Company received a loan (the “PPP Loan 1”) in the aggregate amount of $2,726 from Santander, pursuant to the Paycheck Protection Program (the “PPP”) offered by the Small Business Administration (“SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), Section 7(a)(36) of the Small Business Act, which was enacted March 27, 2020, as amended by the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The PPP Loan 1, which was in the form of a note dated April 19, 2020 issued by the Company, matures on April 19, 2022 and bears interest at a rate of 1.00% per annum. All principal and interest payments are deferred for six months from the date of the note. To the extent the PPP Loan is not forgiven, principal and interest payments in the amount of $153 are due monthly commencing on November 1, 2020. The Company may prepay the note at any time prior to maturity with no prepayment penalties. The Company may only use funds from the PPP Loan 1 for purposes specified in the CARES Act and related PPP rules, which include payroll costs, costs used to continue group health care benefits, rent, utilities and certain mortgage payments (“qualifying expenses”). The loan and accrued interest are forgivable after eight weeks (or an extended 24-week covered period) as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan and intends to file for loan forgiveness before the end of the fiscal quarter ending March 31, 2021, the full amount of the loan may not be forgiven. Accordingly, we have recorded the full amount of the PPP Loan as debt. As of September 30, 2020, the amount outstanding, including accrued interest, under the PPP Loan 1 was $2,738. On July 23, 2020, as part of the ACB acquisition, the Company assumed a PPP Loan in the amount of $135. On April 19, 2020 ACB received a loan (the “PPP Loan 2”) in the aggregate amount of $135 from Citizens Bank, N.A., pursuant to the PPP offered by the SBA under the CARES Act. The PPP Loan 2, which was in the form of a note dated April 19, 2020 issued by the ACB, matures on April 19, 2022 and bears interest at a rate of 1.00% per annum. All principal and interest payments are deferred for six months from the date of the note. To the extent the PPP Loan 2 is not forgiven, principal and interest payments in the amount of $153 are due monthly commencing on November 1, 2020. The Company may prepay the note at any time prior to maturity with no prepayment penalties. ACB may only use funds from the PPP Loan 2 for purposes specified in the CARES Act and related PPP rules, which include qualifying expenses. The loan and accrued interest are forgivable after eight weeks (or an extended 24-week covered period) as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan and intends to file for loan forgiveness before the end of the fiscal quarter ending March 31, 2021, the full amount of the loan may not be forgiven. Accordingly, we have recorded the full amount of the PPP Loan as debt. As of September 30, 2020, the amount outstanding, including accrued interest, under the PPP Loan 2 was $135. As of September 30, 2020, the total amount outstanding under the PPP Loan 1 and PPP Loan 2 was $2,873, of which $960 is included in long-term debt and $1,913 is included in current portion of long-term debt. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s board of directors or a duly authorized committee thereof, without stockholder approval. The board of directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock Series 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. On April 23, 2020, a holder of Series B Stock converted 300 shares of Series B Stock into 3,000 shares of the Company’s Common Stock. On September 25, 2020, a holder of Series B Stock converted 300 shares of Series B Stock into 3,000 shares of the Company’s Common Stock. The Company has 31 shares of Series B Stock outstanding as of September 30, 2020. 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, 2020 and 2019 was 7% and 6%, respectively. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued but unpaid dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued but unpaid dividends thereon. The liquidation value of Series C Stock was $11,541 and $11,041 as of September 30, 2020 and September 30, 2019, respectively. On September 13, 2020, the Company purchased 890 shares of the Series C Stock from an accredited investor at a purchase price of $500 per share, or an aggregate of $445. On September 29, 2020, the Company sold 650 shares of the Series C Stock to an accredited investor at a purchase price of $500 per share, or an aggregate of $325. Such shares issued on September 29, 2020, 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, 2020 the Company paid cash dividends of $55 to a holder of Series C Stock. For the fiscal year ended September 30, 2020 and 2019, the Company declared dividends on Series C Stock of $675 and $571, respectively. At September 30, 2020 and 2019, the Company had accrued dividends of $1,661 and $1,041, respectively. (B) 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 2017 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 11. (C) 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. During the year ended September 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, 2020 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 11. 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, 2020 and 2019 amounted to $269 and $296, 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: 2020 2019 Risk-free interest rate 1.59% 3.04% Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 101.2%-101.7% 95.4% -98.8% Dividend yield —% —% Weighted average grant date fair value $6.97 - $7.33 $5.87 - $6.29 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, 2019 110,837 $ 5.05 6.0 $ 438.06 Granted 7,500 $ 9.00 9.0 $ — Exercised (3,841 ) $ 8.17 — $ — Forfeited (20,500 ) $ 2.66 — $ — Outstanding balance at September 30, 2020 93,996 $ 5.76 5.2 $ 304.99 Exercisable at September 30, 2020 80,664 $ 5.30 4.7 $ 298.74 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, 2020 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, 2020, there was approximately $26 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted average period of less than one year. Options for Non-Employees There were no non-employee options awarded during the fiscal years ended September 30, 2020 and 2019, 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, 2019 51,053 $ 7.58 7.80 $ 72.68 Exercised (30,000 ) $ 8.04 — $ — Forfeited (15,000 ) $ 8.04 — $ — Outstanding balance at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 Exercisable at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of our common stock at September 30, 2020, 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, 2020, there was no unrecognized compensation expense related to the unvested stock options. Liability classified share-based awards Additionally, during the fiscal year ended September 30, 2020, 6,880 options were granted with respects to Indco’s common stock. The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: 2020 2019 Risk-free interest rate 1.59% 3.04% Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 101.2%-101.7% 95.4% - 98.8% Dividend yield —% —% Grant date fair value $8.59 - $9.03 $9.19 - $9.85 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2019 32,133 $ 8.85 7.34 $ 105.36 Granted 6,880 $ 11.08 9.0 $ — Outstanding balance at September 30, 2020 39,013 $ 9.24 6.8 $ 85.45 Exercisable at September 30, 2020 25,343 $ 7.98 6.0 $ 85.45 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, 2020 of $11.08 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 $70 and $93 for the fiscal years ended September 30, 2020 and fiscal year ended September 30, 2019, 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, 2020, there was approximately $35 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, 2020, 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, 2020: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2019 5,000 $ 8.01 0.61 Vested (5,000 ) $ 8.01 — Unvested at September 30, 2020 — $ — — As of September 30, 2020, there was no unrecognized compensation cost related to unvested employee 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, 2020: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2019 26,667 $ 8.04 $ 0.88 Vested (26,667 ) $ — $ — Unvested at September 30, 2020 — $ — $ — As of September 30, 2020, there was no unrecognized compensation cost related to non-employee unvested restricted stock. As of September 30, 2020, included in accrued expenses and other current liabilities was $306 which represents 35,000 shares of restricted stock that vested but were not issued. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2020 | |
INCOME PER COMMON SHARE [Abstract] | |
INCOME PER COMMON SHARE | 12. INCOME PER COMMON SHARE The following table provides a reconciliation of the basic and diluted income (loss) per share (“EPS”) computations for the fiscal years ended September 30, 2020 and 2019 (in thousands, except share and per share data): Year Ended September 30, 2020 2019 (Loss) Income: Net (loss) income $ (1,725 ) $ 616 Preferred stock dividends (675 ) (571 ) Non-controlling interest dividends — (342 ) Net (loss) available to common stockholders $ (2,400 ) $ (297 ) Common Shares: Basic - weighted average common shares 872,122 851,234 Effect of dilutive securities: Stock options — — Restricted stock — — Warrants — — Convertible preferred stock — — Diluted - weighted average common stock 872,122 851,234 (Loss) Income per Common Share: Basic - Net (loss) income $ (1.98 ) $ 0.72 Preferred stock dividends (0.77 ) (0.67 ) Non-controlling interest dividends — (0.40 ) Net (loss) attributable to common stockholders $ (2.75 ) $ (0.35 ) Diluted - Net (loss) income $ (1.98 ) $ 0.72 Preferred stock dividends (0.77 ) (0.67 ) Non-controlling interest dividends — (0.40 ) Net (loss) available to common stockholders $ (2.75 ) $ (0.35 ) 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, 2020 and 2019, respectively. Potentially diluted securities as of September 30, 2020 and 2019 are as follows: September 30, 2020 2019 Employee stock options (Note 11) 93,996 110,837 Non-employee stock options (Note 11) 6,053 51,053 Employee restricted stock (Note 11) — 8,333 Non-employee restricted stock (Note 11) — 23,334 Convertible preferred stock 310 6,310 100,359 199,867 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the (benefit) provision for income taxes from continuing operations is as follows (in thousands): 2020 2019 Federal taxes at statutory rates $ (468 ) $ 199 Permanent differences 13 44 State and local taxes, net of Federal benefit (65 ) 69 Other 15 18 $ (505 ) $ 330 The (benefit) provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2020 2019 Current $ 68 $ 106 Deferred (573 ) 224 Total $ (505 ) $ 330 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2020 2019 Deferred tax assets - net operating loss carryforwards $ 1,218 $ 1,000 Lease liability 684 — Credits — 42 Other 71 (350 ) Stock based compensation 339 369 Total deferred tax assets 2,312 1,061 Valuation allowance — — Total deferred tax assets net of valuation allowance 2,312 1,061 Deferred tax liabilities - depreciation and amortization 3,151 2,991 Prepaid expenses 52 70 Right of use asset 678 — Total deferred tax liabilities 3,881 3,061 Net deferred tax liability $ (1,569 ) $ (2,000 ) 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, 2020. The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 5,050 2034 2,420 $ 7,470 The Company has federal net operating loss of $5,000 and state net operating loss carryforwards of approximately $2,400 as of September 30, 2020. If unused, the net operating loss carryforwards will begin to expire 2033 and 2024 for federal and state purposes, respectively. The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 30, 2020, 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, 2020 | |
PROFIT SHARING AND 401(K) PLANS [Abstract] | |
PROFIT SHARING AND 401(K) PLANS | 14. 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, 2020 and 2019 were approximately $196 and $214, respectively. The administrative expense charged to operations for the years ended September 30, 2020 and 2019 aggregated approximately $57 and $26, respectively. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2020 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
BUSINESS SEGMENT INFORMATION | 15. BUSINESS SEGMENT INFORMATION As discussed above in note 1, 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. The following tables presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the fiscal years ended September 30, 2020 and 2019: For the year ended September 30, 2020 (in thousands) Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenues $ 82,429 $ 68,492 $ 7,319 $ 6,618 $ — Forwarding expenses and cost of revenues 58,908 53,397 3,329 2,182 — Gross margin 23,521 15,095 3,990 4,436 — Selling, general and administrative 24,290 14,992 2,505 3,870 2,923 Amortization of intangible assets 955 — — — 955 Income (loss) from operations (1,724 ) 103 1,485 566 (3,878 ) Interest expense 521 177 236 103 5 Identifiable assets 63,035 20,378 3,313 10,725 28,619 Capital expenditures $ 1,297 $ 106 $ 917 $ 274 $ — For the year ended September 30, 2019 (in thousands) Consolidated Global Logistics 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(income) 694 432 150 122 (10 ) Identifiable assets 59,719 21,307 2,357 8,591 27,464 Capital expenditures $ 421 $ 18 $ 158 $ 245 $ — Goodwill and intangible assets are recorded at the Corporate level and are included in identifiable assets. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
LEASES | 16. LEASES The Company has operating leases for office and warehouse space in all districts where it conducts business. As of September, 2020, the remaining terms of the Company’s operating leases were between one and 60 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement. The components of lease cost for the year ended September 30, 2020 are as follows: Year End September 30, 2020 Operating lease cost $ 725 Short-term lease cost 141 Total lease cost $ 866 Rent expense for the year ended September 30, 2020 and 2019 was $866 and $818, respectively. Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the consolidated balance sheets for operating leases as of September 30, 2020 were $2,621, $720 and $1,924, respectively. During the twelve months ended September 30, 2020, the Company entered into new operating leases and recorded an additional $2,103 in operating lease right of use assets and corresponding lease liabilities. As of September 30, 2020, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 4.2 years and 4.6%, respectively. Cash paid for amounts included in the measurement of operating lease obligations were $872 for the twelve months ended September 30, 2020. Future minimum lease payments under non-cancelable operating leases as of September 30, 2020 are as follows: Year End September 30, 2020 2021 $ 720 2022 723 2023 582 2024 493 2025 372 Thereafter — Total undiscounted Loan payments 2,890 Less Imputed Interest (246 ) Total lease Obligation $ 2,644 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17 COMMITMENTS AND CONTINGENCIES (A) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2020 and 2019 was approximately $866 and $818, respectively. Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows (in thousands): Year Ended September 30, Min. Lease Commitments 2021 $ 720 2022 723 2023 582 2024 493 2025 372 Total $ 2,890 (B) Employment Agreements The Company has various employment agreements, including employment agreements with the previous owners of Honor and Phospho. |
RISK AND UNCERTAINTIES
RISK AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2020 | |
RISK AND UNCERTAINTIES [Abstract] | |
RISK AND UNCERTAINTIES | 18. RISK 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. We have continued to experience heightened customer credit risk as a result of the negative impact to customers’ financial condition, employment levels and consumer confidence arising from economic disruptions related to the COVID-19 pandemic, and expect that our risk in this area will remain high as long as the disruptions persist. (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 “Warren Matter”). On May 11, 2020, the parties reached a settlement agreement and release to resolve any and all concerns between the parties, voluntarily and without admission of copyright infringement. (D) Concentration of Customers No customer accounts for 10% or more of consolidated sales for the years ended September 30, 2020 and 2019. No customer accounted for 10% or more of consolidated accounts receivable at September 30, 2020 and 2019. (E) COVID-19 The worldwide outbreak of COVID-19 (coronavirus), which was declared a pandemic by the World Health Organization on March 11, 2020, has impacted and may continue to impact our business operations, including employees, customers, financial condition, liquidity and cash flow for an extended period of time. In particular, we have experienced significant changes in demand among our various customers depending on their industry. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, supply chain logistical changes, and closure of nonessential businesses, which measures have adversely impacted our business operations in the fiscal year 2020. Specifically, for the fiscal year ended September 30, 2020, we experienced a decrease of 7.6% in our Global Logistics Services net revenues and a decrease of 19.1% in our Manufacturing segment revenues as a result of the global trade slowdown arising from the COVID-19 pandemic. We also experienced a significant slowdown in organic growth in our Life Sciences segment due to a slowdown in orders and in academic research as a result of the pandemic. Although some of the states and foreign markets in which we operate have begun to reopen on a phased basis, the United States and other countries continue to struggle with rolling outbreaks of the virus. The full impact of the COVID-19 outbreak continues to evolve as of the date of this filing. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS On October 2, 2020, the interest rate for the First Northern Bank existing revolving credit facility decreased to 4.0%, and the maturity date was extended to October 5, 2021, with all other terms, covenants and conditions substantially unchanged. On October 7, 2020, the SBA released guidance clarifying that lenders must recognize the previously established extended deferral period for payments on the principal, interest, and fees on all PPP loans, even if the executed promissory note indicates only a six-month deferral. The guidance means that lenders must immediately comply with the extended deferral period and notify borrowers of the change. The Paycheck Protection Flexibility Act of 2020 P.L. 116-142, extended the deferral period for loan payments to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. On December 4 2020, Janel Group, Inc., a wholly-owned subsidiary of Janel Corporation, and Janel Group’s wholly-owned subsidiary, Atlantic Customs Brokers, Inc. as borrowers, the Company as loan party obligor, entered into the Consent and Fifth Amendment (the “ Amendment ”) to the Loan and Security Agreement, dated October 17, 2017 (as heretofore amended, the “ Loan Agreement ”), with Santander Bank, N.A., in its capacity as Lender. Pursuant to, and among other changes effected by, the Amendment, (i) the amount of acquisition seller financing which would be permitted indebtedness under the Loan Agreement was increased from $1,500 to $3,000 outstanding at any time, and (ii) the Company was permitted to guaranty $1,850 indebtedness of Aves. Through Aves, the Company completed a business combination whereby we acquired all of the membership interests of ImmunoChemistry Technologies, LLC, (“ICT”) on December 4, 2020 for the aggregate purchase price of $3,400. At closing, $1,550 was paid in cash and a promissory note in the amount of $1,850 was issued to the former owner. ICT is a developer and manufacturer of cell viability assay kits, ELISA buffers and fluorescent reagents for use in research and diagnostics. ICT was founded in 1994 and is headquartered in Bloomington, Minnesota. The acquisition of ICT was completed to expand our product offering in our Life Sciences segment. Through Janel Group, the Company completed a business combination whereby we acquired substantially all of the assets and certain liabilities of a global logistics services provider with two U.S. locations on December 31, 2020. The aggregate purchase price for this acquisition was $1,282. At closing, $1,182 was paid in cash and $100 was placed in escrow for a period of twelve months for the purpose if securing the indemnification obligations of former stockholders. This acquisition was completed to expand our product offering in our Global Logistics Services segment. On December 27, 2020, the President signed into law the Consolidated Appropriations Act of 2021 (“the Act”). The Act contains various forms of relief for individuals, businesses and sectors of the U.S. economy severely impacted by the coronavirus pandemic. Among the tax highlights of the Act is a clarification of the deductibility of expenses paid with Paycheck Protection Program (PPP) loans that are eligible for forgiveness. As a result of the Act, the Company reflected the deductibility of expenses paid with PPP loan funds in the current income tax provision for the year ended September 30, 2020. |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
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, accrual of tax expense on an interim basis and potential impairment of goodwill and intangible assets with indefinite lives, long-lived assets impairment. |
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, 2020 and September 30, 2019 was $496 and $503, 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 Life Science business. The products of the Life Science business 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. |
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, 2020 and 2019. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future. |
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. During the fourth quarter ended September 30, 2020, we consider the COVID-19 pandemic as a triggering event in the assessment of recoverability of the indefinite-lived intangibles, and long-lived assets. We performed an impairment test as of September 30, 2020 and concluded |
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. |
Revenue and revenue recognition | Revenue 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 increase to the opening balance of retained earnings of $32, 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 a decrease of $443 and $403, respectively, as a result of applying ASC Topic 606. 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, the Company has determined that in general each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services. 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 acting as principal and 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 the Company is acting as agent and 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 freight, air freight, custom brokerage and trucking and other. A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2020 and 2019 was as follows: Service Type Year Ended September 30, 2020 Year Ended September 30, 2019 Ocean freight $ 26,740 $ 30,878 Trucking and other 14,848 16,545 Customs brokerage 10,274 8,504 Air freight 16,630 13,728 Total $ 68,492 $ 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 the Life Sciences segment 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. Revenues 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, 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 11. 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 In prior periods up to September 30, 2019, the Company accounted 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. The Company adopted ASU 2018-07 on October 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the year ended September 30, 2020. |
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% per year 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. As of September 30, 2020, the holder did not exercise the redemption rights. 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 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 Borrower). The note bears interest on the outstanding principal amount at a rate of 10% per annum and both principal and interest was 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. On September 24, 2020, the outstanding principal and interest was paid in full. As of September 30, 2019, amounts outstanding including accrued interest was $139 and is included in prepaid expenses and other current assets. |
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. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements On October 1, 2019, the Company adopted ASU No. 2016-02, Leases The Company adopted the new standards as of the beginning of the period of adoption, or effective October 1, 2019 using the modified retrospective transition method. The Company elected to use the package of practical expedients which allowed the Company to (i) not reassess whether an arrangement contains a lease, (ii) carry forward its lease classification as operating or capital leases and (iii) not reassess its previously-recorded initial direct costs. For all existing operating leases as of October 1, 2019, the Company recorded operating lease right of use assets of $1,043 and corresponding lease liabilities of $1,060, with an offset to other liabilities of $17 to eliminate deferred rent on the consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. At each balance sheet date, operating lease liabilities represent the present value of the future minimum payments related to non-cancelable periods. Leases with an initial term of 12 months or less (short-term leases) are not recognized in the balance sheet, and the related lease payments are recognized as incurred over the lease term. All significant lease arrangements after October 1, 2019 are recognized as right-of-use assets and lease liabilities at lease commencement. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of the future lease payments using the Company’s incremental borrowing rate. The adoption of the new lease accounting standard did not have a material impact on the Company’s results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
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. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 was as follows: Service Type Year Ended September 30, 2020 Year Ended September 30, 2019 Ocean freight $ 26,740 $ 30,878 Trucking and other 14,848 16,545 Customs brokerage 10,274 8,504 Air freight 16,630 13,728 Total $ 68,492 $ 69,655 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 | |
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, 2020 September 30, 2019 Life Building and improvements $ 3,096 $ 2,577 15-30 years Land and improvements 1,235 835 Indefinite Furniture and Fixture 282 218 3-7 years Computer Equipment 385 465 3-5 years Machinery & Equipment 1,288 973 3-15 years Leasehold Improvements 115 181 3-5 years 6,401 5,249 Less Accumulated Depreciation (1,424 ) (1,295 ) $ 4,977 $ 3,954 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
INVENTORY [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): Year End September 30, 2020 2019 Finished goods $ 1,246 $ 2,988 Work-in-process 1,406 461 Raw materials 1,039 946 Gross inventory 3,691 4,395 Less – reserve for inventory valuation (25 ) (24 ) Inventory net $ 3,666 $ 4,371 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 September 30, 2019 Life Customer relationships $ 14,392 $ 13,762 15-24 Years Trademarks/names 1,820 1,800 1-20 Years Trademarks/names 451 451 Indefinite Other 1,018 978 2-22 Years 17,681 16,991 Less: Accumulated Amortization (4,348 ) (3,393 ) $ 13,333 $ 13,598 The composition of the intangible assets balance at September 30, 2020 and 2019 is as follows: September 30, 2020 September 30, 2019 Global Logistics Services $ 7.643 $ 6,953 Manufacturing 7,700 7,700 Life Sciences 2,338 2,338 17,681 16,991 Less: Accumulated Amortization (4,348 ) (3,393 ) $ 13,333 $ 13,598 |
Future Amortization of Intangible Assets | The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2021 $ 990 Fiscal Year 2022 967 Fiscal Year 2023 965 Fiscal Year 2024 949 Fiscal Year 2025 949 Thereafter 8,513 $ 13,333 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
GOODWILL [Abstract] | |
Composition of Goodwill | The composition of the goodwill balance at September 30, 2020 and 2019 is as follows: September 30, 2020 September 30, 2019 Global Logistics Services $ 6,161 $ 5,655 Manufacturing 5,046 5,046 Life Sciences 2,939 2,824 Total $ 14,146 $ 13,525 |
NOTES PAYABLE - BANKS (Tables)
NOTES PAYABLE - BANKS (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
First Merchants Bank Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both September 30, 2020 and September 30, 2019. September 30, 2020 September 30, 2019 Total Debt * $ 5,025 $ 5,455 Less Current Portion (808 ) (786 ) Long Term Portion $ 4,217 $ 4,669 * Note: Term Loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, mortgage loan is due in monthly installments of $4, including interest at 4.19%. The credit facilities are collateralized by all of Indco’s assets and guaranteed by Janel. |
Maturities of Long-term Debt | These obligations mature as follows (in thousands): Fiscal Year 2021 $ 808 Fiscal Year 2022 808 Fiscal Year 2023 810 Fiscal Year 2024 810 Fiscal Year 2025 1,232 Thereafter 557 $ 5,025 |
First Northern Bank of Dixon [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | 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%. September 30, 2020 September 30, 2019 (in thousands) Total Debt * $ 2,273 $ 1,975 Less Current Portion (58 ) (42 ) Long Term Portion $ 2,215 $ 1,933 * Long term debt is due in monthly installments of $12 plus monthly interest, at 4.18% 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): Fiscal Year 2021 $ 58 Fiscal Year 2022 61 Fiscal Year 2023 64 Fiscal Year 2024 66 Fiscal Year 2025 69 Thereafter 1,955 $ 2,273 |
SUBORDINATED PROMISSORY NOTES_2
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
Amounts Outstanding | As of September 30, 2020, and 2019, the amounts outstanding under the Janel Group Subordinated Promissory Notes were $199 and $349, respectively. September 30, 2020 September 30, 2019 (in thousands) Total subordinated promissory notes $ 543 $ 693 Less current portion of subordinated promissory notes (504 ) (152 ) Long term portion of subordinated promissory notes $ 39 $ 541 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Indco [Member] | |
Stock Based Compensation [Abstract] | |
Fair Value Assumptions | The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: 2020 2019 Risk-free interest rate 1.59% 3.04% Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 101.2%-101.7% 95.4% - 98.8% Dividend yield —% —% Grant date fair value $8.59 - $9.03 $9.19 - $9.85 |
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, 2019 32,133 $ 8.85 7.34 $ 105.36 Granted 6,880 $ 11.08 9.0 $ — Outstanding balance at September 30, 2020 39,013 $ 9.24 6.8 $ 85.45 Exercisable at September 30, 2020 25,343 $ 7.98 6.0 $ 85.45 |
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: 2020 2019 Risk-free interest rate 1.59% 3.04% Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 101.2%-101.7% 95.4% -98.8% Dividend yield —% —% Weighted average grant date fair value $6.97 - $7.33 $5.87 - $6.29 |
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, 2019 110,837 $ 5.05 6.0 $ 438.06 Granted 7,500 $ 9.00 9.0 $ — Exercised (3,841 ) $ 8.17 — $ — Forfeited (20,500 ) $ 2.66 — $ — Outstanding balance at September 30, 2020 93,996 $ 5.76 5.2 $ 304.99 Exercisable at September 30, 2020 80,664 $ 5.30 4.7 $ 298.74 |
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, 2020: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2019 5,000 $ 8.01 0.61 Vested (5,000 ) $ 8.01 — Unvested at September 30, 2020 — $ — — |
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, 2019 51,053 $ 7.58 7.80 $ 72.68 Exercised (30,000 ) $ 8.04 — $ — Forfeited (15,000 ) $ 8.04 — $ — Outstanding balance at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 Exercisable at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 |
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, 2020: Restricted Stock Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Unvested at September 30, 2019 26,667 $ 8.04 $ 0.88 Vested (26,667 ) $ — $ — Unvested at September 30, 2020 — $ — $ — |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 (in thousands, except share and per share data): Year Ended September 30, 2020 2019 (Loss) Income: Net (loss) income $ (1,725 ) $ 616 Preferred stock dividends (675 ) (571 ) Non-controlling interest dividends — (342 ) Net (loss) available to common stockholders $ (2,400 ) $ (297 ) Common Shares: Basic - weighted average common shares 872,122 851,234 Effect of dilutive securities: Stock options — — Restricted stock — — Warrants — — Convertible preferred stock — — Diluted - weighted average common stock 872,122 851,234 (Loss) Income per Common Share: Basic - Net (loss) income $ (1.98 ) $ 0.72 Preferred stock dividends (0.77 ) (0.67 ) Non-controlling interest dividends — (0.40 ) Net (loss) attributable to common stockholders $ (2.75 ) $ (0.35 ) Diluted - Net (loss) income $ (1.98 ) $ 0.72 Preferred stock dividends (0.77 ) (0.67 ) Non-controlling interest dividends — (0.40 ) Net (loss) available to common stockholders $ (2.75 ) $ (0.35 ) |
Potentially Diluted Securities | Potentially diluted securities as of September 30, 2020 and 2019 are as follows: September 30, 2020 2019 Employee stock options (Note 11) 93,996 110,837 Non-employee stock options (Note 11) 6,053 51,053 Employee restricted stock (Note 11) — 8,333 Non-employee restricted stock (Note 11) — 23,334 Convertible preferred stock 310 6,310 100,359 199,867 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
Income Tax Reconciliation | The reconciliation of income tax computed at the Federal statutory rate to the (benefit) provision for income taxes from continuing operations is as follows (in thousands): 2020 2019 Federal taxes at statutory rates $ (468 ) $ 199 Permanent differences 13 44 State and local taxes, net of Federal benefit (65 ) 69 Other 15 18 $ (505 ) $ 330 |
(Benefit) Provisions for Income Taxes | The (benefit) provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2020 2019 Current $ 68 $ 106 Deferred (573 ) 224 Total $ (505 ) $ 330 |
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): 2020 2019 Deferred tax assets - net operating loss carryforwards $ 1,218 $ 1,000 Lease liability 684 — Credits — 42 Other 71 (350 ) Stock based compensation 339 369 Total deferred tax assets 2,312 1,061 Valuation allowance — — Total deferred tax assets net of valuation allowance 2,312 1,061 Deferred tax liabilities - depreciation and amortization 3,151 2,991 Prepaid expenses 52 70 Right of use asset 678 — Total deferred tax liabilities 3,881 3,061 Net deferred tax liability $ (1,569 ) $ (2,000 ) |
Operating Loss Carryforwards | The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 5,050 2034 2,420 $ 7,470 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
Segment Reporting Information by Segment | The following tables presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the fiscal years ended September 30, 2020 and 2019: For the year ended September 30, 2020 (in thousands) Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenues $ 82,429 $ 68,492 $ 7,319 $ 6,618 $ — Forwarding expenses and cost of revenues 58,908 53,397 3,329 2,182 — Gross margin 23,521 15,095 3,990 4,436 — Selling, general and administrative 24,290 14,992 2,505 3,870 2,923 Amortization of intangible assets 955 — — — 955 Income (loss) from operations (1,724 ) 103 1,485 566 (3,878 ) Interest expense 521 177 236 103 5 Identifiable assets 63,035 20,378 3,313 10,725 28,619 Capital expenditures $ 1,297 $ 106 $ 917 $ 274 $ — For the year ended September 30, 2019 (in thousands) Consolidated Global Logistics 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(income) 694 432 150 122 (10 ) Identifiable assets 59,719 21,307 2,357 8,591 27,464 Capital expenditures $ 421 $ 18 $ 158 $ 245 $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
Components of Lease Cost | The components of lease cost for the year ended September 30, 2020 are as follows: Year End September 30, 2020 Operating lease cost $ 725 Short-term lease cost 141 Total lease cost $ 866 |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of September 30, 2020 are as follows: Year End September 30, 2020 2021 $ 720 2022 723 2023 582 2024 493 2025 372 Thereafter — Total undiscounted Loan payments 2,890 Less Imputed Interest (246 ) Total lease Obligation $ 2,644 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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 2021 $ 720 2022 723 2023 582 2024 493 2025 372 Total $ 2,890 |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Jul. 23, 2020Location | Jul. 01, 2019Location | Sep. 30, 2020USD ($)SegmentLocationCategory | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Business description [Abstract] | |||||
Number of reportable segments | Segment | 3 | ||||
Number of locations | Location | 2 | 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 | 496 | $ 503 | |||
Revenue and revenue recognition [Abstract] | |||||
Cumulative effect of change in accounting principle | 12,682 | 14,878 | $ 15,027 | ||
Revenue | 82,429 | 84,354 | |||
Cost of goods sold | 58,908 | 59,248 | |||
Note Receivable [Abstract] | |||||
Amount of convertible promissory note issued | $ 125 | ||||
Interest rate percentage | 10.00% | ||||
Amounts outstanding | 139 | ||||
New Accounting Pronouncements Not Yet Adopted [Abstract] | |||||
Right of use asset | $ 2,621 | 0 | |||
Operating lease liability | 2,644 | ||||
ASU 2014-09 [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | (443) | ||||
Cost of goods sold | (403) | ||||
ASU 2016-02 [Member] | |||||
New Accounting Pronouncements Not Yet Adopted [Abstract] | |||||
Right of use asset | 1,043 | ||||
Operating lease liability | 1,060 | ||||
Deferred rent | 17 | ||||
Accumulated Earnings (Deficit) [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Cumulative effect of change in accounting principle | (1,683) | 42 | (606) | ||
Cumulative Effect of Change in Accounting Principle [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Cumulative effect of change in accounting principle | 32 | ||||
Cumulative Effect of Change in Accounting Principle [Member] | Accumulated Earnings (Deficit) [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Cumulative effect of change in accounting principle | $ 32 | ||||
Global Logistics Services [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | $ 68,492 | 69,655 | |||
Number of primary service categories | Category | 4 | ||||
Global Logistics Services [Member] | Ocean Freight [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | $ 26,740 | 30,878 | |||
Global Logistics Services [Member] | Trucking and Other [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | 14,848 | 16,545 | |||
Global Logistics Services [Member] | Customs Brokerage [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | 10,274 | 8,504 | |||
Global Logistics Services [Member] | Air Freight [Member] | |||||
Revenue and revenue recognition [Abstract] | |||||
Revenue | $ 16,630 | 13,728 | |||
Honor Worldwide Logistics LLC [Member] | |||||
Business description [Abstract] | |||||
Number of locations | Location | 2 | ||||
Revenue and revenue recognition [Abstract] | |||||
Cost of goods sold | $ 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, 2020 Acquisitions
ACQUISITIONS, 2020 Acquisitions (Details) $ in Thousands | Jul. 23, 2020USD ($)Location | Jul. 01, 2019USD ($)Location | Jul. 01, 2020USD ($) | Sep. 30, 2020USD ($)Location | Sep. 30, 2019USD ($) | Jul. 23, 2023USD ($) | Jul. 23, 2022USD ($) | Jul. 23, 2021USD ($) |
Business Combination, Consideration Transferred [Abstract] | ||||||||
Number of locations | Location | 2 | 1 | 1 | |||||
Consideration transferred | $ 430 | $ 884 | ||||||
Amount paid to acquire business gross | $ 247 | $ 6,179 | ||||||
Goodwill | $ 14,146 | $ 13,525 | ||||||
2020 Acquisitions [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Number of locations | Location | 2 | |||||||
Consideration transferred | $ 132 | |||||||
Consideration transferred, cash received | 853 | |||||||
Amount paid to acquire business gross | 300 | |||||||
Goodwill | 506 | |||||||
Business combination other identifiable intangibles | 690 | |||||||
2020 Acquisitions [Member] | Plan [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Due to the stockholder | $ 193 | $ 193 | $ 194 | |||||
2020 Acquisitions [Member] | PPP Loan [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Liability assumed | $ 135 |
ACQUISITIONS, 2019 Acquisitions
ACQUISITIONS, 2019 Acquisitions (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019USD ($)Acquisition | Sep. 30, 2020USD ($) | |
Acquisitions [Abstract] | ||
Goodwill | $ 13,525 | $ 14,146 |
2019 Acquisitions [Member] | ||
Acquisitions [Abstract] | ||
Number of acquisitions | Acquisition | 4 | |
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. 23, 2020Location | Jul. 01, 2019Location | Nov. 20, 2018USD ($) | Sep. 30, 2020USD ($)Location | Sep. 30, 2019USD ($) |
Business Combination, Consideration Transferred [Abstract] | |||||
Consideration paid in cash | $ 247 | $ 6,179 | |||
Number of locations | Location | 2 | 1 | 1 | ||
Revenues | $ 82,429 | 84,354 | |||
Cost of goods sold | 58,908 | 59,248 | |||
Selling, general and administrative expense | 24,290 | 22,612 | |||
Net income | (1,725) | 616 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 14,146 | 13,525 | |||
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, 2020 | Sep. 30, 2019 |
Business Combination, Consideration Transferred [Abstract] | |||
Consideration paid in cash | $ 247 | $ 6,179 | |
Revenues | 82,429 | 84,354 | |
Cost of goods sold | 58,908 | 59,248 | |
Selling, general and administrative | 24,290 | 22,612 | |
Net income | (1,725) | 616 | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||
Goodwill | 14,146 | 13,525 | |
PhosphoSolutions [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash received | $ 13 | ||
Consideration paid in cash | 4,000 | ||
Consideration transferred - Liabilities incurred | 56 | ||
Tax gross up consideration paid to former owners | 172 | ||
Additional goodwill recorded | $ 116 | ||
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. 23, 2020Location | Jul. 01, 2019USD ($)Location | Jul. 01, 2020USD ($) | Sep. 30, 2020Location |
Other Acquisitions [Abstract] | ||||
Number of locations | Location | 2 | 1 | 1 | |
Consideration transferred | $ 430 | $ 884 | ||
Earnout consideration - accrued expenses | $ 50 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Jul. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 6,401 | $ 5,249 | ||
Less Accumulated Depreciation and Amortization | (1,424) | (1,295) | ||
Property and Equipment Net | 4,977 | 3,954 | ||
Total purchase price | $ 430 | $ 884 | ||
Depreciation | 274 | 282 | ||
Building and Improvements [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 3,096 | 2,577 | ||
Building and Improvements [Member] | Minimum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 15 years | |||
Building and Improvements [Member] | Maximum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 30 years | |||
Land and Improvements [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 1,235 | 835 | ||
Furniture & Fixtures [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 282 | 218 | ||
Furniture & Fixtures [Member] | Minimum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 3 years | |||
Furniture & Fixtures [Member] | Maximum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 7 years | |||
Computer Equipment [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 385 | 465 | ||
Computer Equipment [Member] | Minimum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 3 years | |||
Computer Equipment [Member] | Maximum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 5 years | |||
Machinery & Equipment [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 1,288 | 973 | ||
Machinery & Equipment [Member] | Minimum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 3 years | |||
Machinery & Equipment [Member] | Maximum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 15 years | |||
Leasehold Improvements [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Property and Equipment, gross | $ 115 | $ 181 | ||
Leasehold Improvements [Member] | Minimum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 3 years | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Property and Equipment, Net [Abstract] | ||||
Life | 5 years |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
INVENTORY [Abstract] | ||
Finished goods | $ 1,246 | $ 2,988 |
Work-in-process | 1,406 | 461 |
Raw materials | 1,039 | 946 |
Gross inventory | 3,691 | 4,395 |
Less - reserve for inventory valuation | (25) | (24) |
Inventory net | $ 3,666 | $ 4,371 |
INTANGIBLE ASSETS, Summary of I
INTANGIBLE ASSETS, Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 17,681 | $ 16,991 |
Less: Accumulated Amortization | (4,348) | (3,393) |
Intangible assets, net | 13,333 | 13,598 |
Amortization expense | 955 | 915 |
Global Logistics Services [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 7,643 | 6,953 |
Manufacturing [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 7,700 | 7,700 |
Life Sciences [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 2,338 | 2,338 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Finite lived intangible assets, gross | $ 14,392 | 13,762 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 15 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 24 years | |
Trademarks/Names [Member] | ||
Intangible Assets, Net [Abstract] | ||
Finite lived intangible assets, gross | $ 1,820 | 1,800 |
Indefinite-lived intangible assets, gross | $ 451 | 451 |
Trademarks/Names [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 1 year | |
Trademarks/Names [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 20 years | |
Other [Member] | ||
Intangible Assets, Net [Abstract] | ||
Finite lived intangible assets, gross | $ 1,018 | $ 978 |
Other [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 2 years | |
Other [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 22 years |
INTANGIBLE ASSETS, Future Amort
INTANGIBLE ASSETS, Future Amortization of Intangible assets (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Future Amortization of Intangible Assets [Abstract] | |
Fiscal Year 2021 | $ 990 |
Fiscal Year 2022 | 967 |
Fiscal Year 2023 | 965 |
Fiscal Year 2024 | 949 |
Fiscal Year 2025 | 949 |
Thereafter | 8,513 |
Intangible assets, net | $ 13,333 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 06, 2019 | |
Composition of Goodwill [Abstract] | |||
Goodwill | $ 14,146 | $ 13,525 | |
Global Logistics Services [Member] | |||
Composition of Goodwill [Abstract] | |||
Goodwill | 6,161 | 5,655 | |
Manufacturing [Member] | |||
Composition of Goodwill [Abstract] | |||
Goodwill | 5,046 | 5,046 | |
Life Sciences [Member] | |||
Composition of Goodwill [Abstract] | |||
Goodwill | 2,939 | $ 2,824 | |
PhosphoSolutions [Member] | |||
Business Combination [Abstract] | |||
Tax gross up consideration paid to former owners | 172 | ||
Additional goodwill recorded | $ 116 | ||
Composition of Goodwill [Abstract] | |||
Goodwill | $ 1,465 |
NOTES PAYABLE - BANKS, Santande
NOTES PAYABLE - BANKS, Santander Bank Facility (Details) - USD ($) $ in Thousands | Mar. 04, 2020 | Mar. 03, 2020 | Sep. 30, 2020 | Jul. 22, 2020 | Sep. 30, 2019 | Nov. 20, 2018 | Mar. 21, 2018 | Oct. 17, 2017 |
Revolving Line of Credit Facility [Abstract] | ||||||||
Outstanding borrowings | $ 8,447 | $ 8,391 | ||||||
Santander Bank Facility [Member] | ||||||||
Revolving Line of Credit Facility [Abstract] | ||||||||
Maximum borrowing capacity | $ 17,000 | 17,000 | $ 17,000 | $ 11,000 | $ 10,000 | |||
Percentage of accounts receivable | 85.00% | 85.00% | 85.00% | |||||
Maturity date of facility | Oct. 17, 2022 | |||||||
Permitted acquisition debt basket | $ 4,000 | $ 2,500 | ||||||
Collateral monitor fee | $ 500 | $ 1 | ||||||
Amount available for merger and acquisition costs | 500 | |||||||
Permitted aggregate dividends | $ 500 | |||||||
Permitted indebtedness basket | $ 1,500 | $ 1,500 | 1,000 | 500 | ||||
Guarantee of certain indebtedness | $ 2,920 | |||||||
Outstanding borrowings | $ 8,447 | $ 8,391 | ||||||
Percentage of outstanding borrowings | 49.70% | 49.40% | ||||||
Effective interest rate | 2.40% | 5.50% | ||||||
Santander Bank Facility [Member] | Prime Rate [Member] | ||||||||
Revolving Line of Credit Facility [Abstract] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Santander Bank Facility [Member] | LIBOR [Member] | ||||||||
Revolving Line of Credit Facility [Abstract] | ||||||||
Basis spread on variable rate | 2.50% | 2.25% | ||||||
Variable rate term | 30, 60 or 90 day | |||||||
Interest rate floor | 0.75% | |||||||
Foreign Account Sublimit [Member] | ||||||||
Revolving Line of Credit Facility [Abstract] | ||||||||
Maximum borrowing capacity | 2,500 | 2,000 | $ 1,500 | |||||
Letter of Credit [Member] | ||||||||
Revolving Line of Credit Facility [Abstract] | ||||||||
Maximum borrowing capacity | $ 1,000 | $ 500 |
NOTES PAYABLE - BANKS, First Me
NOTES PAYABLE - BANKS, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | Jul. 01, 2020 | Aug. 30, 2019 | Sep. 30, 2020 | Nov. 18, 2019 | Sep. 30, 2019 | |
Note Payable - Bank [Abstract] | ||||||
Less Current Portion | $ (866) | $ (828) | ||||
Long Term Portion | $ 6,432 | 6,602 | ||||
First Merchants Bank Credit Facility [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Maturity date of facility | Aug. 30, 2024 | |||||
Note Payable - Bank [Abstract] | ||||||
Long-term Debt | [1] | $ 5,025 | 5,455 | |||
Less Current Portion | (808) | (786) | ||||
Long Term Portion | 4,217 | 4,669 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Fiscal Year 2021 | 808 | |||||
Fiscal Year 2022 | 808 | |||||
Fiscal Year 2023 | 810 | |||||
Fiscal Year 2024 | 810 | |||||
Fiscal Year 2025 | 1,232 | |||||
Thereafter | 557 | |||||
Long-term Debt | 5,025 | |||||
Term Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Outstanding borrowings | $ 4,349 | $ 5,455 | ||||
Effective interest rate | 3.66% | 5.85% | ||||
Note Payable - Bank [Abstract] | ||||||
Debt instrument installment | $ 65 | |||||
Frequency of debt instrument installment | Monthly | |||||
Term Loan [Member] | LIBOR [Member] | Minimum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 2.75% | |||||
Term Loan [Member] | LIBOR [Member] | Maximum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 3.50% | |||||
Term Loan - Amendment 1 [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 5,500 | |||||
Variable rate term | One Month | |||||
Term Loan - Amendment 2 [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 5,500 | |||||
Maximum borrowing capacity | $ 1,000 | |||||
Variable rate term | One Month | |||||
Term Loan - Amendment 2 [Member] | LIBOR [Member] | Minimum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 2.75% | |||||
EBITDA ratio | 2 | |||||
Term Loan - Amendment 2 [Member] | LIBOR [Member] | Maximum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 3.50% | |||||
EBITDA ratio | 2 | |||||
Revolving Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Maximum borrowing capacity | $ 500 | |||||
Maturity date of facility | Oct. 1, 2020 | |||||
Outstanding borrowings | $ 0 | |||||
Effective interest rate | 6.00% | |||||
Revolving Loan - Amendment 1 [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Maximum borrowing capacity | $ 1,000 | |||||
Variable rate term | One Month | |||||
Revolving Loan - Amendment 1 [Member] | LIBOR [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 2.75% | |||||
Revolving Loan - Amendment 1 [Member] | LIBOR [Member] | Minimum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 2.75% | |||||
EBITDA ratio | 2 | |||||
Revolving Loan - Amendment 1 [Member] | LIBOR [Member] | Maximum [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 3.50% | |||||
EBITDA ratio | 2 | |||||
Revolving Loan - Amendment 2 [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Outstanding borrowings | $ 0 | |||||
Revolving Loan - Amendment 2 [Member] | LIBOR [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Basis spread on variable rate | 2.75% | |||||
Mortgage Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 680 | |||||
Interest rate percentage | 4.19% | |||||
Maturity date of facility | Jul. 1, 2025 | |||||
Outstanding borrowings | $ 676 | |||||
Effective interest rate | 4.19% | |||||
Note Payable - Bank [Abstract] | ||||||
Debt instrument installment | $ 4 | |||||
Frequency of debt instrument installment | Monthly | |||||
[1] | Term Loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, mortgage loan is due in monthly installments of $4, including interest at 4.19%. The credit facilities are collateralized by all of Indco's assets and guaranteed by Janel. |
NOTES PAYABLE - BANKS, First No
NOTES PAYABLE - BANKS, First Northern Bank of Dixon (Details) - USD ($) $ in Thousands | Jun. 21, 2018 | Sep. 30, 2020 | Jun. 19, 2020 | Nov. 18, 2019 | Sep. 30, 2019 | |
Note Payable - Bank [Abstract] | ||||||
Less Current Portion | $ (866) | $ (828) | ||||
Long Term Portion | 6,432 | 6,602 | ||||
First Northern Loan Agreement [Member] | ||||||
Note Payable - Bank [Abstract] | ||||||
Long-term Debt | [1] | 2,273 | 1,975 | |||
Less Current Portion | (58) | (42) | ||||
Long Term Portion | 2,215 | $ 1,933 | ||||
Debt instrument installment | $ 12 | |||||
Frequency of debt instrument installment | Monthly | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Fiscal Year 2021 | $ 58 | |||||
Fiscal Year 2022 | 61 | |||||
Fiscal Year 2023 | 64 | |||||
Fiscal Year 2024 | 66 | |||||
Fiscal Year 2025 | 69 | |||||
Thereafter | 1,955 | |||||
Long-term Debt | $ 2,273 | |||||
Senior Secured Term Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Effective interest rate | 5.28% | |||||
Note Payable - Bank [Abstract] | ||||||
Long-term Debt | $ 1,975 | |||||
Less Current Portion | (42) | |||||
Long Term Portion | 1,933 | |||||
Term Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 2,025 | $ 2,235 | ||||
Basis spread on variable rate | 2.50% | |||||
Maturity date of facility | Jun. 14, 2028 | Nov. 14, 2029 | ||||
Effective interest rate | 4.18% | |||||
Note Payable - Bank [Abstract] | ||||||
Long-term Debt | $ 2,192 | |||||
Less Current Portion | (53) | |||||
Long Term Portion | $ 2,139 | |||||
Term Loan [Member] | Treasury Constant Maturity Index [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Variable rate term | 5 years | |||||
Revolving Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Maturity date of facility | Oct. 1, 2020 | |||||
Maximum borrowing capacity | $ 500 | |||||
Effective interest rate | 6.00% | |||||
Outstanding borrowings | $ 0 | |||||
Solar Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 125 | |||||
Variable rate term | 5 years | |||||
Effective interest rate | 4.43% | |||||
Note Payable - Bank [Abstract] | ||||||
Long-term Debt | $ 81 | |||||
Less Current Portion | (5) | |||||
Long Term Portion | $ 76 | |||||
Generator Loan [Member] | ||||||
Long Term Debt [Abstract] | ||||||
Face amount of debt | $ 60 | |||||
Variable rate term | 5 years | |||||
Maturity date of facility | Nov. 5, 2025 | |||||
Effective interest rate | 4.25% | |||||
Outstanding borrowings | $ 0 | |||||
[1] | Long term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. |
SUBORDINATED PROMISSORY NOTES_3
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020USD ($)NoteInstallment | Sep. 30, 2019USD ($) | |
AB HoldCo Subordinated Promissory Notes [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Number of subordinated promissory notes | Note | 2 | |
Annual interest rate percentage | 4.00% | |
Debt instrument maturity date | Jun. 22, 2021 | |
Outstanding amount | $ 344 | |
Frequency of debt instrument installment | Quarterly | |
Janel Group Subordinated Promissory Note [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Annual interest rate percentage | 6.75% | |
Debt instrument maturity date | Nov. 20, 2021 | |
Outstanding amount | $ 199 | $ 349 |
Number of consecutive installments | Installment | 12 | |
Frequency of debt instrument installment | Quarterly | |
Debt instrument installment | $ 42 |
SUBORDINATED PROMISSORY NOTES_4
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Amounts Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Subordinated Promissory Notes [Abstract] | ||
Less current portion of subordinated promissory notes | $ (504) | $ (152) |
Long term portion of subordinated promissory notes | 39 | 541 |
Subsidiary of Common Parent [Member] | Subordinated Debt [Member] | ||
Subordinated Promissory Notes [Abstract] | ||
Total subordinated promissory notes | 543 | 693 |
Less current portion of subordinated promissory notes | (504) | (152) |
Long term portion of subordinated promissory notes | $ 39 | $ 541 |
SBA PAYCHECK PROTECTION PROGR_2
SBA PAYCHECK PROTECTION PROGRAM LOAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CARES Act Loan [Abstract] | ||
Long-term portion of Paycheck Protection Program (PPP) loan | $ 960 | $ 0 |
Current portion of long term-debt | 1,913 | $ 0 |
PPP Loan 1 [Member] | ||
CARES Act Loan [Abstract] | ||
Face amount of debt | $ 2,726 | |
Interest rate percentage | 1.00% | |
Debt instrument maturity date | Apr. 19, 2022 | |
Frequency of periodic payment | Monthly | |
Principal and interest payment amount | $ 153 | |
Outstanding amount | 2,738 | |
PPP Loan 2 [Member] | ||
CARES Act Loan [Abstract] | ||
Face amount of debt | $ 135 | |
Interest rate percentage | 1.00% | |
Debt instrument maturity date | Apr. 19, 2022 | |
Frequency of periodic payment | Monthly | |
Principal and interest payment amount | $ 153 | |
Outstanding amount | 135 | |
PPP Loans [Member] | ||
CARES Act Loan [Abstract] | ||
Outstanding amount | 2,873 | |
Long-term portion of Paycheck Protection Program (PPP) loan | 960 | |
Current portion of long term-debt | $ 1,913 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 |
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. 25, 2020 | Apr. 23, 2020 | Sep. 06, 2019 | Oct. 17, 2017 | Oct. 16, 2017 | Sep. 30, 2020 | Sep. 30, 2019 |
Series B Convertible Preferred Stock [Abstract] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Series C Cumulative Preferred Stock [Abstract] | |||||||
Repurchase of preferred stock | $ 445 | $ 0 | |||||
Proceeds from sale of preferred stock | 325 | 0 | |||||
Dividends declared | 675 | 571 | |||||
Accrued dividends | $ 1,661 | $ 1,041 | |||||
Series B Stock Converted to Common Stock [Member] | |||||||
Series B Convertible Preferred Stock [Abstract] | |||||||
Shares converted to common stock (in shares) | 300 | 300 | 640 | ||||
Shares issued from conversion (in shares) | 3,000 | 3,000 | 6,400 | ||||
Series B Convertible Preferred Stock [Member] | |||||||
Series B Convertible Preferred Stock [Abstract] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.10 | ||||||
Preferred stock, shares outstanding (in shares) | 31 | 631 | |||||
Series C Cumulative Preferred Stock [Member] | |||||||
Series B Convertible Preferred Stock [Abstract] | |||||||
Preferred stock, shares outstanding (in shares) | 19,760 | 20,000 | |||||
Series C Cumulative Preferred Stock [Abstract] | |||||||
Preferred stock, dividend rate | 5.00% | 7.00% | 7.00% | 6.00% | |||
Share price (in dollars per share) | $ 10 | ||||||
Annual increase in dividend rate | 2.00% | 1.00% | |||||
Period of increase in dividend rate | 4 years | ||||||
Preferred stock, liquidation preference, value | $ 11,541 | $ 11,041 | |||||
Number of shares repurchased, value | 445 | ||||||
Sale of preferred stock, value | 325 | ||||||
Dividends paid in cash | 55 | ||||||
Dividends declared | 675 | 571 | |||||
Accrued dividends | $ 1,661 | $ 1,041 | |||||
Series C Cumulative Preferred Stock [Member] | Private Placement [Member] | |||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||
Number of shares repurchased (in shares) | 890 | ||||||
Number of shares repurchased, value | $ 500 | ||||||
Repurchase of preferred stock | $ 445 | ||||||
Sale of preferred stock (in shares) | 650 | ||||||
Sale of preferred stock, value | $ 500 | ||||||
Proceeds from sale of preferred stock | $ 325 | ||||||
Series C Cumulative Preferred Stock [Member] | Maximum [Member] | |||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||
Preferred stock, dividend rate | 13.00% | 9.00% |
STOCKHOLDERS' EQUITY, Indco Div
STOCKHOLDERS' EQUITY, Indco Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Aug. 29, 2019 | |
Indco Dividend [Abstract] | |||
Total dividend paid to minority owner | $ 0 | $ 342 | |
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 |
STOCK-BASED COMPENSATION, Expen
STOCK-BASED COMPENSATION, Expense and Authorized (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | May 12, 2017 | Oct. 30, 2013 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation [Abstract] | ||||
Stock-based compensation | $ 269 | $ 296 | ||
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, 2020 | Sep. 30, 2019 | |
Indco [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 1.59% | 3.04% |
Dividend yield | 0.00% | 0.00% |
Indco [Member] | Minimum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Expected option term in years | 5 years 6 months | 5 years 6 months |
Expected volatility | 101.20% | 95.40% |
Weighted average grant date fair value (in dollars per share) | $ 8.59 | $ 9.19 |
Indco [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Expected option term in years | 6 years 6 months | 6 years 6 months |
Expected volatility | 101.70% | 98.80% |
Weighted average grant date fair value (in dollars per share) | $ 9.03 | $ 9.85 |
Employee Option Awards [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 1.59% | 3.04% |
Dividend yield | 0.00% | 0.00% |
Employee Option Awards [Member] | Minimum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Expected option term in years | 5 years 6 months | 5 years 6 months |
Expected volatility | 101.20% | 95.40% |
Weighted average grant date fair value (in dollars per share) | $ 6.97 | $ 5.87 |
Employee Option Awards [Member] | Maximum [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Expected option term in years | 6 years 6 months | 6 years 6 months |
Expected volatility | 101.70% | 98.80% |
Weighted average grant date fair value (in dollars per share) | $ 7.33 | $ 6.29 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Indco's [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 32,133 | |
Granted (in shares) | 6,880 | |
Outstanding, ending balance (in shares) | 39,013 | 32,133 |
Exercisable, ending balance (in shares) | 25,343 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 8.85 | |
Granted (in dollars per share) | 11.08 | |
Outstanding, ending balance (in dollars per share) | 9.24 | $ 8.85 |
Exercisable, ending balance (in dollars per share) | $ 7.98 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years 9 months 18 days | 7 years 4 months 2 days |
Granted | 9 years | |
Exercisable | 6 years | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 105,360 | |
Granted | 0 | |
Outstanding, ending balance | 85,450 | $ 105,360 |
Exercisable, ending balance | $ 85,450 | |
Share price (in dollars per share) | $ 11.08 | |
Total unrecognized compensation expense | $ 35,000 | |
Stock-based compensation | $ 70,000 | $ 93,000 |
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) | 110,837 | |
Granted (in shares) | 7,500 | |
Exercised (in shares) | (3,841) | |
Forfeited (in shares) | (20,500) | |
Outstanding, ending balance (in shares) | 93,996 | 110,837 |
Exercisable, ending balance (in shares) | 80,664 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 5.05 | |
Granted (in dollars per share) | 9 | |
Exercised (in dollars per share) | 8.17 | |
Forfeited (in dollars per share) | 2.66 | |
Outstanding, ending balance (in dollars per share) | 5.76 | $ 5.05 |
Exercisable, ending balance (in dollars per share) | $ 5.30 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 5 years 2 months 12 days | 6 years |
Granted | 9 years | |
Exercisable | 4 years 8 months 12 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 438,060 | |
Granted | 0 | |
Outstanding, ending balance | 304,990 | $ 438,060 |
Exercisable, ending balance | $ 298,740 | |
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 | |
Exercised (in shares) | (30,000) | |
Forfeited (in shares) | (15,000) | |
Outstanding, ending balance (in shares) | 6,053 | 51,053 |
Exercisable, ending balance (in shares) | 6,053 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 7.58 | |
Exercised (in dollars per share) | 8.04 | |
Forfeited (in dollars per share) | 8.04 | |
Outstanding, ending balance (in dollars per share) | 4.13 | $ 7.58 |
Exercisable, ending balance (in dollars per share) | $ 4.13 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years | 7 years 9 months 18 days |
Exercisable | 6 years | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 72,680 | |
Outstanding, ending balance | 29,480 | $ 72,680 |
Exercisable, ending balance | $ 29,480 | |
Share price (in dollars per share) | $ 9 | |
Total unrecognized compensation expense | $ 0 |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Vested restricted stock unissued | $ 147 | $ 159 |
Employee Restricted Stock [Member] | ||
Restricted Stock [Roll Forward] | ||
Unvested, beginning balance (in shares) | 5,000 | |
Vested (in shares) | (5,000) | |
Unvested, ending balance (in shares) | 0 | 5,000 |
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) | $ 0 | $ 8.01 |
Weighted Average Remaining Contractual Term [Abstract] | ||
Unvested | 0 years | 7 months 10 days |
Granted in period (in shares) | 0 | |
Vesting period | 3 years | |
Grant date cost to recipient | $ 0 | |
Total unrecognized compensation cost | 0 | |
Vested restricted stock unissued | $ 306 | |
Restricted stock vested but not issued (in shares) | 35,000 | |
Non-Employee Restricted Stock [Member] | ||
Restricted Stock [Roll Forward] | ||
Unvested, beginning balance (in shares) | 26,667 | |
Vested (in shares) | (26,667) | |
Unvested, ending balance (in shares) | 0 | 26,667 |
Weighted Average Exercise Price [Abstract] | ||
Unvested, beginning balance (in dollars per share) | $ 8 | |
Vested (in dollars per share) | 0 | |
Unvested, ending balance (in dollars per share) | $ 0 | $ 8 |
Weighted Average Remaining Contractual Term [Abstract] | ||
Unvested | 0 years | 1 year |
Total unrecognized compensation cost | $ 0 |
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, 2020 | Sep. 30, 2019 | |
INCOME PER COMMON SHARE [Abstract] | ||
Net (loss) income | $ (1,725) | $ 616 |
Preferred stock dividends | (675) | (571) |
Non-controlling interest dividends | 0 | (342) |
Net (Loss) Available to Common Stockholders | $ (2,400) | $ (297) |
Common Shares [Abstract] | ||
Basic - weighted average common shares (in shares) | 872,122 | 851,234 |
Effect of dilutive securities [Abstract] | ||
Stock options (in shares) | 0 | 0 |
Restricted stock (in shares) | 0 | 0 |
Warrants (in shares) | 0 | 0 |
Convertible preferred stock (in shares) | 0 | 0 |
Diluted - weighted average common stock (in shares) | 872,122 | 851,234 |
(Loss) Income per Common Share-Basic [Abstract] | ||
Net (loss) income (in dollars per share) | $ (1.98) | $ 0.72 |
Preferred stock dividends (in dollars per share) | (0.77) | (0.67) |
Non-controlling interest dividends (in dollars per share) | 0 | (0.40) |
Net (loss) attributable to common stockholders (in dollars per share) | (2.75) | (0.35) |
(Loss) Income per Common Share - Diluted [Abstract] | ||
Net (loss) income (in dollars per share) | (1.98) | 0.72 |
Preferred stock dividends (in dollars per share) | (0.77) | (0.67) |
Non-controlling interest dividends (in dollars per share) | 0 | (0.40) |
Net (loss) available to common stockholders (in dollars per share) | $ (2.75) | $ (0.35) |
Anti-dilutive shares (in shares) | 0 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Sep. 30, 2020 | Sep. 30, 2019 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 100,359 | 199,867 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 310 | 6,310 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 93,996 | 110,837 |
Non-Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 6,053 | 51,053 |
Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 8,333 |
Non-Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 23,334 |
INCOME TAXES, Reconciliation of
INCOME TAXES, Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Reconciliation of Income Tax [Abstract] | ||
Federal taxes at statutory rates | $ (468) | $ 199 |
Permanent differences | 13 | 44 |
State and local taxes, net of Federal benefit | (65) | 69 |
Other | 15 | 18 |
Total | $ (505) | $ 330 |
INCOME TAXES, (Benefit) Provisi
INCOME TAXES, (Benefit) Provisions for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES [Abstract] | ||
Current | $ 68 | $ 106 |
Deferred | (573) | 224 |
Total | $ (505) | $ 330 |
INCOME TAXES, Components of Net
INCOME TAXES, Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 1,218 | $ 1,000 |
Lease liability | 684 | 0 |
Credits | 0 | 42 |
Other | 71 | (350) |
Stock based compensation | 339 | 369 |
Total deferred tax assets | 2,312 | 1,061 |
Valuation allowance | 0 | 0 |
Total deferred tax assets net of valuation allowance | 2,312 | 1,061 |
Deferred tax liabilities - depreciation and amortization | 3,151 | 2,991 |
Prepaid expenses | 52 | 70 |
Right of use asset | 678 | 0 |
Total deferred tax liabilities | 3,881 | 3,061 |
Net deferred tax liability | $ (1,569) | $ (2,000) |
INCOME TAXES, Net Operating Los
INCOME TAXES, Net Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 7,470 |
Federal net operating loss carryforwards | 5,000 |
State net operating loss carryforwards | $ 2,400 |
Open tax years | 2013 2014 2015 2016 2017 2018 |
2033 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 5,050 |
2034 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 2,420 |
PROFIT SHARING AND 401(K) PLA_2
PROFIT SHARING AND 401(K) PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
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 | $ 196 | $ 214 |
Defined contribution plan, administrative expense | $ 57 | $ 26 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 3 | |
Revenues | $ 82,429 | $ 84,354 |
Forwarding expenses and cost of revenues | 58,908 | 59,248 |
Gross profit | 23,521 | 25,106 |
Selling, general and administrative | 24,290 | 22,612 |
Amortization of intangible assets | 955 | 915 |
(Loss) Income from Operations | (1,724) | 1,579 |
Interest expense (income) | 521 | 694 |
Identifiable assets | 63,035 | 59,719 |
Capital expenditures | 1,297 | 421 |
Corporate [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 0 | 0 |
Forwarding expenses and cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative | 2,923 | 2,736 |
Amortization of intangible assets | 955 | 915 |
(Loss) Income from Operations | (3,878) | (3,651) |
Interest expense (income) | 5 | (10) |
Identifiable assets | 28,619 | 27,464 |
Capital expenditures | 0 | 0 |
Global Logistics Services [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 68,492 | 69,655 |
Forwarding expenses and cost of revenues | 53,397 | 53,319 |
Gross profit | 15,095 | 16,336 |
Selling, general and administrative | 14,992 | 13,856 |
Amortization of intangible assets | 0 | 0 |
(Loss) Income from Operations | 103 | 2,480 |
Interest expense (income) | 177 | 432 |
Identifiable assets | 20,378 | 21,307 |
Capital expenditures | 106 | 18 |
Manufacturing [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 7,319 | 9,042 |
Forwarding expenses and cost of revenues | 3,329 | 4,020 |
Gross profit | 3,990 | 5,022 |
Selling, general and administrative | 2,505 | 3,113 |
Amortization of intangible assets | 0 | 0 |
(Loss) Income from Operations | 1,485 | 1,909 |
Interest expense (income) | 236 | 150 |
Identifiable assets | 3,313 | 2,357 |
Capital expenditures | 917 | 158 |
Life Sciences [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 6,618 | 5,657 |
Forwarding expenses and cost of revenues | 2,182 | 1,909 |
Gross profit | 4,436 | 3,748 |
Selling, general and administrative | 3,870 | 2,907 |
Amortization of intangible assets | 0 | 0 |
(Loss) Income from Operations | 566 | 841 |
Interest expense (income) | 103 | 122 |
Identifiable assets | 10,725 | 8,591 |
Capital expenditures | $ 274 | $ 245 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 725 | |
Short-term lease cost | 141 | |
Total lease cost | 866 | |
Rent expense | 866 | $ 818 |
Right of use asset | 2,621 | 0 |
Short-term lease liabilities | 720 | 0 |
Long-term lease liabilities | 1,924 | $ 0 |
Increase in operating lease right-of-use assets | $ 2,103 | |
Weighted-average remaining lease term - operating leases | 4 years 2 months 12 days | |
Weighted-average discount rate - operating leases | 4.60% | |
Cash paid for amounts included in the measurement of operating lease obligations | $ 872 | |
Future Minimum Lease Commitments under Non-cancellable Operating Leases [Abstract] | ||
2021 | 720 | |
2022 | 723 | |
2023 | 582 | |
2024 | 493 | |
2025 | 372 | |
Thereafter | 0 | |
Total undiscounted Loan payments | 2,890 | |
Less Imputed Interest | (246) | |
Total lease Obligation | $ 2,644 | |
Minimum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 1 month | |
Maximum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 60 months |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rental expense on operating leases | $ 866 | $ 818 |
Future Minimum Lease Commitments under Non-cancellable Leases [Abstract] | ||
2021 | 720 | |
2022 | 723 | |
2023 | 582 | |
2024 | 493 | |
2025 | 372 | |
Total undiscounted Loan payments | $ 2,890 |
RISK AND UNCERTAINTIES (Details
RISK AND UNCERTAINTIES (Details) - COVID19 [Member] | 12 Months Ended |
Sep. 30, 2020 | |
Global Logistics Services [Member] | |
COVID-19 [Abstract] | |
Percentage of decrease in revenues | 7.60% |
Manufacturing [Member] | |
COVID-19 [Abstract] | |
Percentage of decrease in revenues | 19.10% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Dec. 31, 2020USD ($)Location | Dec. 04, 2020USD ($) | Oct. 02, 2020 | Jul. 23, 2020Location | Jul. 01, 2019USD ($)Location | Jul. 01, 2020USD ($) | Sep. 30, 2020USD ($)Location | Sep. 30, 2019USD ($) | Jul. 22, 2020USD ($) | Nov. 20, 2018USD ($) | Mar. 21, 2018USD ($) |
Long Term Debt [Abstract] | |||||||||||
Aggregate purchase price | $ 430 | $ 884 | |||||||||
Consideration paid in cash | $ 247 | $ 6,179 | |||||||||
Number of locations | Location | 2 | 1 | 1 | ||||||||
Santander Bank Facility [Member] | |||||||||||
Long Term Debt [Abstract] | |||||||||||
Effective interest rate | 2.40% | 5.50% | |||||||||
Maturity date of facility | Oct. 17, 2022 | ||||||||||
Permitted indebtedness | $ 1,500 | $ 1,500 | $ 1,000 | $ 500 | |||||||
Forecast [Member] | ImmunoChemistry Technologies, LLC [Member] | |||||||||||
Long Term Debt [Abstract] | |||||||||||
Aggregate purchase price | $ 1,282 | ||||||||||
Consideration paid in cash | $ 1,182 | ||||||||||
Number of locations | Location | 2 | ||||||||||
Escrow amount | $ 100 | ||||||||||
Escrow period | 12 months | ||||||||||
Subsequent Event [Member] | ImmunoChemistry Technologies, LLC [Member] | |||||||||||
Long Term Debt [Abstract] | |||||||||||
Aggregate purchase price | $ 3,400 | ||||||||||
Consideration paid in cash | 1,550 | ||||||||||
Consideration transferred - Liabilities incurred | 1,850 | ||||||||||
Subsequent Event [Member] | First Northern Loan Agreement [Member] | |||||||||||
Long Term Debt [Abstract] | |||||||||||
Effective interest rate | 4.00% | ||||||||||
Maturity date of facility | Oct. 5, 2021 | ||||||||||
Subsequent Event [Member] | Santander Bank Facility [Member] | |||||||||||
Long Term Debt [Abstract] | |||||||||||
Permitted indebtedness | 3,000 | ||||||||||
Permitted indebtedness as guaranty | $ 1,850 |