Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 23, 2021 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 333-60608 | ||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 0001133062 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 86-1005291 | ||
Entity Address, Address Line One | 80 Eighth Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 212 | ||
Local Phone Number | 373-5895 | ||
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 | $ 4,345,723 | ||
Entity Common Stock, Shares Outstanding | 959,707 | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(g) Security | Common Stock, $0.001 par value |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Current Assets: | ||
Cash | $ 6,234 | $ 3,349 |
Accounts receivable, net of allowance for doubtful accounts | 52,312 | 20,245 |
Inventory, net | 3,227 | 3,666 |
Prepaid expenses and other assets | 3,002 | 433 |
Total current assets | 64,775 | 27,693 |
Property and Equipment, net | 4,977 | 4,977 |
Other Assets: | ||
Intangible assets, net | 24,173 | 13,333 |
Goodwill | 18,486 | 14,146 |
Operating lease right of use asset | 2,936 | 2,621 |
Security deposits and other long-term assets | 577 | 265 |
Total other assets | 46,172 | 30,365 |
Total assets | 115,924 | 63,035 |
Current Liabilities: | ||
Line of credit | 29,637 | 8,447 |
Accounts payable - trade | 37,243 | 20,769 |
Accrued expenses and other current liabilities | 6,311 | 3,007 |
Dividends payable | 2,427 | 1,661 |
Current portion of earnout | 1,054 | 0 |
Current portion of Paycheck Protection Program (PPP) loan | 0 | 1,913 |
Current portion of deferred acquisition payments | 188 | 178 |
Current portion of subordinated promissory note-related party | 550 | 504 |
Current portion of long-term debt | 868 | 866 |
Current portion of operating lease liabilities | 1,281 | 720 |
Total current liabilities | 79,559 | 38,065 |
Other Liabilities: | ||
Long-term debt | 4,744 | 6,432 |
Long-term portion of earnout | 2,546 | 0 |
Long-term portion of Paycheck Protection Program (PPP) loan | 0 | 960 |
Subordinated promissory notes-related party | 5,525 | 39 |
Long-term portion of deferred acquisition payments | 183 | 372 |
Mandatorily redeemable non-controlling interest | 783 | 604 |
Deferred income taxes | 2,299 | 1,569 |
Long-term operating lease liabilities | 1,751 | 1,924 |
Other liabilities | 415 | 388 |
Total other liabilities | 18,246 | 12,288 |
Total liabilities | 97,805 | 50,353 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 962,207 issued and 942,207 outstanding as of September 30, 2021 and 918,652 issued and 898,652 outstanding as of September 30, 2020, respectively | 1 | 1 |
Paid-in capital | 14,838 | 14,604 |
Common treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated earnings (deficit) | 3,520 | (1,683) |
Total stockholders' equity | 18,119 | 12,682 |
Total liabilities and stockholders' equity | 115,924 | 63,035 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series C [Member] | ||
Current Liabilities: | ||
Dividends payable | 2,427 | 1,661 |
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
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) | 962,207 | 918,652 |
Common stock, shares outstanding (in shares) | 942,207 | 898,652 |
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 | 31 |
Preferred stock, shares outstanding (in shares) | 31 | 31 |
Series C [Member] | ||
Stockholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 |
Preferred Stock, shares issued (in shares) | 20,960 | 20,960 |
Preferred stock, shares outstanding (in shares) | 19,760 | 19,760 |
Preferred stock, liquidation value | $ 12,907 | $ 11,541 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 146,419 | $ 82,429 |
Forwarding expenses and cost of revenues | 113,986 | 58,908 |
Gross profit | 32,433 | 23,521 |
Cost and Expenses: | ||
Selling, general and administrative | 27,362 | 24,290 |
Amortization of intangible assets | 1,120 | 955 |
Total Costs and Expenses | 28,482 | 25,245 |
Income (Loss) from Operations | 3,951 | (1,724) |
Other Items: | ||
Interest expense | (589) | (521) |
Gain on Paycheck Protection Program (PPP) loan forgiveness | 2,895 | 0 |
Change in fair value of mandatorily redeemable non-controlling interest | (93) | 15 |
Income (Loss) Before Income Taxes | 6,164 | (2,230) |
Income tax (expense) benefit | (961) | 505 |
Net Income (Loss) | 5,203 | (1,725) |
Preferred stock dividends | (766) | (675) |
Net Income (Loss) Available to Common Stockholders | $ 4,437 | $ (2,400) |
Net Income (Loss) per share | ||
Basic (in dollars per share) | $ 5.54 | $ (1.98) |
Diluted (in dollars per share) | 5.26 | (1.98) |
Net income (loss) per share attributable to common stockholders: | ||
Basic (in dollars per share) | 4.73 | (2.75) |
Diluted (in dollars per share) | $ 4.48 | $ (2.75) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 938,478 | 872,122 |
Diluted (in shares) | 989,488 | 872,122 |
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 B [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 B [Member] | Accumulated Earnings (Deficit) [Member]Series C [Member] | Total | Series B [Member] | Series C [Member] |
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 paid in cash | 0 | 0 | 0 | 0 | (675) | $ (55) | |||||||||||
Dividends paid in cash | (675) | ||||||||||||||||
Preferred C shares purchased | $ 0 | $ 0 | $ (445) | $ 0 | $ (445) | ||||||||||||
Preferred C shares purchased (in shares) | (890) | 0 | (890) | ||||||||||||||
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 | $ 0 | $ 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 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (Loss) Income | $ 0 | $ 0 | 0 | $ 0 | 5,203 | 5,203 | |||||||||||
Dividends paid in cash | 0 | 0 | 0 | 0 | (766) | ||||||||||||
Dividends paid in cash | (766) | ||||||||||||||||
Preferred C shares sold | $ 0 | $ 0 | $ 600 | $ 0 | $ 0 | $ 600 | |||||||||||
Preferred C shares sold (in shares) | 1,200 | 0 | 0 | ||||||||||||||
Restricted stock issued | $ 0 | $ 0 | 305 | $ 0 | 0 | 305 | |||||||||||
Restricted stock issued (in shares) | 0 | 35,000 | 0 | ||||||||||||||
Stock based compensation | $ 0 | $ 0 | 48 | $ 0 | 0 | 48 | |||||||||||
Stock option exercise | $ 0 | $ 0 | 47 | $ 0 | 0 | 47 | |||||||||||
Stock option exercise (in shares) | 0 | 8,555 | 0 | ||||||||||||||
Balance at Sep. 30, 2021 | $ 0 | $ 1 | $ 14,838 | $ (240) | $ 3,520 | $ 18,119 | |||||||||||
Balance (in shares) at Sep. 30, 2021 | 20,991 | 962,207 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 5,203 | $ (1,725) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Provision for uncollectible accounts, net of recoveries | 70 | 133 |
Depreciation and amortization | 371 | 274 |
Deferred income tax | 730 | (610) |
Amortization of intangible assets | 1,120 | 955 |
Cost recognized on the sale of acquired inventory | 708 | 876 |
Amortization of loan costs | 9 | 9 |
Stock based compensation | 115 | 269 |
Change in fair value of mandatorily redeemable noncontrolling interest | 179 | (15) |
Paycheck Protection Program (PPP) loan forgiveness | (2,895) | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (20,698) | 2,494 |
Inventory | (43) | (171) |
Prepaid expenses and other current assets | (1,475) | 99 |
Security deposits and other long-term assets | 14 | (31) |
Accounts payable and accrued expenses | 16,292 | (3,188) |
Other liabilities | 99 | 77 |
Net cash used in operating activities | (201) | (554) |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment, net of disposals | (234) | (1,297) |
Acquisitions | (15,874) | (247) |
Net cash used in investing activities | (16,108) | (1,544) |
Cash Flows From Financing Activities: | ||
Dividends paid to preferred stockholders | 0 | (55) |
Repayments of (borrowings under) term loan | (1,673) | 6 |
Proceeds from Paycheck Protection Program (PPP) loan | 0 | 2,726 |
Proceeds from stock option exercise | 46 | 272 |
Line of credit, borrowing (repayment), net | 21,191 | 55 |
Repurchase of Series C Preferred Stock | 0 | (445) |
Restricted Stock Issued | 305 | 0 |
Proceeds from sale of Series C Preferred Stock | 600 | 325 |
Repayment of subordinated promissory notes | (1,275) | (150) |
Deferred acquisition payments | 0 | 550 |
Net cash provided by financing activities | 19,194 | 3,284 |
Net increase in cash | 2,885 | 1,186 |
Cash at beginning of the period | 3,349 | 2,163 |
Cash at end of period | 6,234 | 3,349 |
Cash paid during the period for: | ||
Interest | 418 | 511 |
Income taxes | 82 | 115 |
Non-cash investing activities: | ||
Contingent earn-out acquisition | 3,600 | 0 |
Subordinated Promissory notes of ELFS | 4,837 | 0 |
Subordinated Promissory notes of ICT | 1,791 | 0 |
PPP loan assumed | 0 | 135 |
Deferred payment on acquisition | 0 | 550 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | 766 | 675 |
Vested restricted stock unissued | $ 0 | $ 147 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION 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: Logistics (previously known as Global Logistics Services), Manufacturing and Life Sciences. In the fourth quarter of 2021, our former Global Logistics Services segment was renamed “Logistics”; this change related to the name only and had no impact on the Company’s previously reported historical financial position, results of operations, cash flow or segment level results. Management at the holding company focuses on significant capital allocation decisions and corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow organically 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. Logistics The Company’s Logistics segment is comprised of several wholly-owned subsidiaries. The Company’s Logistics business 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, trucking, and other value-added logistics services. In addition to these revenue streams are accessorial revenue to the core services. Accessorial revenue includes, but is not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges. On September 21, 2021, the Company completed a business combination whereby it acquired all of the membership interests of Expedited Logistics and Freight Services, LLC. (“ELFS”) and related subsidiaries, which we include in our Logistics segment. On December 31, 2020, the Company completed a business combination whereby it acquired substantially all of the assets and certain liabilities of W.R. Zanes & Co. of LA., Inc. (“W.R. Zanes”), which we include in our Logistics segment. On July 23, 2020, the Company acquired all of the outstanding common stock of Atlantic Customs Brokers, Inc. (“ACB”), which we include in our Logistics segment. 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 December 4, 2020, the Company completed a business combination whereby it acquired all of the membership interests of ImmunoChemistry Technologies, LLC. (“ICT”), which we include in our Life Sciences segment. 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 90.68%, 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, 2021 and September 30, 2020 was $812 and $496, 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 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. 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. During the fourth quarter of 2021, we changed the date of our annual impairment test of goodwill and indefinite-lived intangible assets from September 30 to July 1. The change in the impairment test date will lessen resource constraints that exist in connection with the Company’s year-end close and financial reporting process and provide for additional time to complete the required impairment testing. This change does not represent a material change to our method of applying an accounting principle, and therefore does not delay, accelerate or avoid an impairment charge. We have determined that it is impracticable to objectively determine projected cash flows and related valuation estimates that would have been used as of each July 1 of prior reporting periods without the use of hindsight. As such, the change in annual impairment test date has been prospectively applied beginning July 1, 2021. 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, 2021 and 2020. 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. The Company concluded that the fair value of intangibles and long-lived assets were not deemed to be impaired as of September 30, 2021 and 2021. Business segment information The Company operates in three reportable segments: Logistics, 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 Logistics Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Logistics 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 Logistics segment, the Company disaggregates its revenues by its five 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, 2021 and 2020 was as follows: Service Type Year Ended September 30, 2021 Year Ended September 30, 2020 Ocean freight $ 61,436 $ 26,740 Air freight 26,970 16,630 Trucking 22,198 14,757 Customs brokerage 14,424 10,274 Other 835 91 Total $ 125,863 $ 68,492 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 The Company grants restricted stock awards, restricted stock units and stock options to certain directors, officers and employees. The Company accounts for share-based compensation as equity awards such that compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of restricted stock is the market price as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the consolidated statements of operations as part of selling general and administrative expenses. 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 holders. The Company is required to purchase 20% per year of the 8.35% mandatorily redeemable non-controlling interest at the option of the holders beginning on the third anniversary of the date of the Indco acquisition, which was March 21, 2019. As of September 30, 2021, the holders had not exercised their redemption rights. On November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco’s common stock at an exercise price of $6.48 for an aggregate purchase price of $45. Indco issued a related party promissory note in the amount of $45, which bears interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2023. This note is included in security deposits and other long-term assets. The fair value of the 7,000 shares of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of 7,000 options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.32% as of September 30, 2021. 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 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. Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company’s agreements with lease and non-lease components are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the fiscal year ended September 30, 2021 amounted to $240. Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations Recent accounting pronouncements Recently issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) 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) related disclosures. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2021 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2 ACQUISITIONS 2021 Acquisitions Logistics On September 21, 2021, the Company completed the acquisition of all of the membership interests of Expedited Logistics and Freight Services, LLC (“ELFS”) and ELFS Brokerage LLC, a wholly-owned subsidiary of ELFS. The purchase price for the membership interests was $19,000, subject to certain closing adjustments as set forth in the related purchase agreement. Further earnout payments in an amount not anticipated to exceed $4,500 will be due to the former members of ELFS based on the operating profit earned by ELFS. The transaction closed on September 21, 2021, upon which the former members of ELFS were paid $13,000 in cash and were issued an aggregate amount of $6,000 in subordinated promissory notes. The preliminary fair value of the consideration transferred of $21,437 was valued as of the date of the acquisition as follows: cash - $13,000; earnout payments - $3,600; and subordinated promissory notes - $4,837 (net of working capital adjustment of $1,163). Certain closing adjustments to the purchase price were made, primarily related to calculations of net working capital (as described in the purchase agreement) versus the working capital target (as described in the purchase agreement). Specifically, net working capital was determined to be less than the working capital target by an amount of $1,163, resulting in a reduction in the purchase price and a reduction in the subordinated promissory notes of $1,163. As part of the purchase agreement, at closing the ending cash balance of ELFS in the amount of $1,322 will remain on deposit with the Company for up to ninety days and returned to the members as described in the Purchase Agreement; this amount is included in cash and accrued liabilities. This ELFS acquisition was funded with cash provided by normal operations, borrowings under the Amended Loan Agreement dated September 21, 2021, as well as subordinated promissory notes issued to the Members. This acquisition was completed to expand our product offerings in our Logistics segment. ELFS results for the period from the acquisition through September 30, 2021 are included in the results of operations for the twelve months ended September 30, 2021. This includes revenues, forwarding expense, selling, general and administrative expense, and net income from operations of ELFS, which amounted to $2,867, $2,257, $573, and $37, respectively. ELFS provides a variety of logistic services, which include domestic and international freight shipping and forwarding and hazardous material warehousing and distribution. The Company is headquartered in Houston, Texas and also has other offices in Texas, Louisiana, Colorado, and Oklahoma and has dedicated agents, who work in specific areas to assist in logistics, in the following locations: Texas, Louisiana, North Dakota, and Oklahoma. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for ELFS to the net tangible and identifiable intangible assets based on their estimated fair values. The Company preliminary valuation of assets acquired and liabilities assumed, and, the fair value amounts noted are in the table below. The final determination of the fair value of certain assets in thousands). Fair Value Accounts receivable $ 10,689 Prepaid expenses and other current assets 2,252 Property & equipment, net 59 Security deposits and other long-term assets 322 Operating lease right of use asset 901 Goodwill 2,531 Intangible assets 10,000 Accounts payable (2,399 ) Current portion of operating lease liabilities (445 ) Accrued expenses and other current liabilities (2,017 ) Long-term operating lease liabilities (456 ) Total Consideration Paid $ 21,437 The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Logistics Segment for the years ended September 30, 2021 and 2020 assuming the acquisition of ELFS was made on October 1, 2019 (in thousands). Fiscal years ended September 30, 2021 2020 Revenue $ 199,017 $ 137,526 Forwarding expense 158,859 102,553 Gross profit 40,158 34,973 Selling, general and administrative expenses 34,011 32,144 Income from operations $ 6,147 $ 2,829 The foregoing unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the acquisition occurred on October 1, 2019, nor are they necessarily indicative of future results. The pro forma financial information includes the impact of purchase accounting and other nonrecurring items directly attributable to the acquisition, which include: • Amortization expense of acquired intangibles • Adjustments to interest expense to remove historical ELFS interest costs and reflect Janel’s current debt profile • The related tax impact of the above referenced adjustments The pro forma results do not include any cost savings or operational synergies that may be generated or realized due to the acquisition of ELFS. On December 31, 2020, through the Company’s Logistics segment, which is comprised of several wholly-owned subsidiaries completed a business combination whereby it acquired substantially all of the assets and certain liabilities of a logistics services provider with two U.S. locations. 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 of securing the indemnification obligations of former stockholders. The Company recorded an aggregate of $304 in goodwill and $531 in other identifiable intangibles. The acquisition was funded with cash provided by normal operations, funds available under the Santander Credit Facility along with a note to the former owner. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. This acquisition was completed to expand our product offerings in our Logistics segment. Life Sciences On December 4, 2020, the Company completed a business combination whereby it acquired all of the membership interests of ImmunoChemistry Technologies, LLC (“ICT”) for an aggregate purchase price of $3,419, net of $105 cash received. At closing, $1,628 was paid in cash and a subordinated promissory note in the amount of $1,850 was issued to the former owner. The Company recorded the present value of $1,760 for the subordinated promissory note. The Company recorded an aggregate of $1,438 in goodwill and $1,430 in other identifiable intangibles. Subsequent to closing, the Company recorded an additional $30 purchase price adjustment related to an I.R.S Code Section 338(h)(10) election that was made in connection with the ICT acquisition. The ICT acquisition will be treated as an asset purchase for income tax purposes, which will allow for the tax deduction of ICT’s goodwill. The acquisition was funded with cash provided by normal operations along with a note to the former owner. The results of operations of the acquired businesses are included in Janel’s condensed consolidated results of operations since the date of the acquisition. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s condensed consolidated results of operations, individually or in aggregate. 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 offerings in our Life Sciences segment. 2020 Acquisition Logistics Effective July 23, 2020, the Company acquired all of the outstanding common stock of a 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 was or 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 September 30, 2020 Life Building and improvements $ 3,065 $ 3,096 12-30 years Land and improvements 1,286 1,235 Indefinite Furniture and Fixture 298 282 3-7 years Computer Equipment 684 385 3-5 years Machinery & Equipment 1,253 1,288 3-15 years Leasehold Improvements 109 115 3-5 years 6,695 6,401 Less Accumulated Depreciation (1,718 ) (1,424 ) $ 4,977 $ 4,977 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, 2021 and 2020 was $371 and $274, respectively. |
INVENTORY
INVENTORY | 12 Months Ended |
Sep. 30, 2021 | |
INVENTORY [Abstract] | |
INVENTORY | 4 INVENTORY Inventories consisted of the following (in thousands): Year End September 30, 2021 2020 Finished goods $ 919 $ 1,246 Work-in-process 968 1,406 Raw materials 1,365 1,039 Gross inventory 3,252 3,691 Less – reserve for inventory valuation (25 ) (25 ) Inventory net $ 3,227 $ 3,666 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 September 30, 2020 Life Customer relationships $ 23,482 $ 14,392 15-24 Years Trademarks/names 4,490 1,820 1-20 Years Trademarks/names 521 451 Indefinite Other 1,149 1,018 2-22 Years 29,642 17,681 Less: Accumulated Amortization (5,469 ) (4,348 ) $ 24,173 $ 13,333 The composition of the intangible assets balance at September 30, 2021 and 2020 is as follows (in thousands) September 30, 2021 September 30, 2020 Logistics $ 18,174 $ 7,643 Manufacturing 7,700 7,700 Life Sciences 3,768 2,338 29,642 17,681 Less: Accumulated Amortization (5,469 ) (4,348 ) $ 24,173 $ 13,333 Amortization expense of intangible assets for the year ended September 30, 2021 and 2020 was $1,120 and $955, respectively. The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2021 $ 1,809 Fiscal Year 2022 1,799 Fiscal Year 2023 1,773 Fiscal Year 2024 1,771 Fiscal Year 2025 1,771 Thereafter 15,250 $ 24,173 |
GOODWILL
GOODWILL | 12 Months Ended |
Sep. 30, 2021 | |
GOODWILL [Abstract] | |
GOODWILL | 6 GOODWILL The Company’s goodwill carrying amounts relate to the acquisitions in the Logistics, Manufacturing and Life Sciences businesses. The composition of the goodwill balance at September 30, 2021 and 2020 is as follows (in thousands) September 30, 2021 September 30, 2020 Logistics $ 9,063 $ 6,161 Manufacturing 5,046 5,046 Life Sciences 4,377 2,939 Total $ 18,486 $ 14,146 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 12 Months Ended |
Sep. 30, 2021 | |
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 the 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, July 2020 and December 2020, the Santander Facility provided 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 accrued 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. As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet. On September 21. 2021, Janel Group, ELFS and ELFS Brokerage, LLC, each, wholly-owned subsidiaries of the Company, jointly and severally, individually and collectively as borrowers (collectively with Janel, the “Borrowers”), the Company and Expedited Logistics and Freight services, LLC, an Oklahoma limited liability company, as loan party obligors, and Santander Bank, N.A., as lender, entered into an Amended and Restated Loan and Security Agreement (as amended and restated, the “Loan Agreement”) that amended and restated the existing Santander Loan Agreement. The Loan Agreement provides for, among other things, the following modifications to the existing Santander Loan Agreement: (1) ELFS and ELFS Brokerage, LLC were added as borrowers; (2) the maximum revolving facility amount available was increased from $17.0 million to $30.0 million (limited to 85% of the borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Loan Agreement); (3) the maturity date was extended from October 12, 2022 to September 21, 2026; (4) interest accrues at an annual rate equal to LIBOR (30, 60 or 90 day) plus 2.25% subject to a LIBOR floor of 75 basis points at close, with a potential LIBOR floor reduction to 25 basis points upon certain conditions; and (5) the Company was provided the option of making Series C preferred payments or distributions if specified conditions are met. At September 30, 2021, outstanding borrowings under the Santander Facility were $29,637, representing 98.8% of the $30,000 available thereunder, and interest was accruing at an effective interest rate of 3.00%. 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%. The Company was in compliance with the covenants defined in the Santander Loan Agreement at both September 30, 2021 and September 30, 2020. (B) First Merchants Bank Credit Facility On March 21, 2016, as amended in August 2019 and July 2020, Indco executed a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank with respect to a $5,500 term loan, a $1,000 (limited to the borrowing base and reserves) revolving loan and a $680 mortgage loan (together, the “First Merchant Facility” The term loan and revolving loan portions of the First Merchants Facility 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, 2021, there were no outstanding borrowings under the revolving loan, $2,713 of borrowings under the term loan, and $655 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 2.83% and 4.19%, respectively. 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. Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both September 30, 2021 and September 30, 2020 (in thousands) September 30, 2021 September 30, 2020 Total Debt * $ 3,368 $ 5,025 Less Current Portion (809 ) (808 ) Long Term Portion $ 2,559 $ 4,217 * 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 2022 $ 809 Fiscal Year 2023 810 Fiscal Year 2024 810 Fiscal Year 2025 382 Fiscal Year 2026 27 Thereafter 530 $ 3,368 (C) First Northern Bank of Dixon On June 21, 2018, as amended November 2019 and October 2, 2020, Antibodies Incorporated (“Antibodies”), a wholly-owned subsidiary of the Company (by succession), term loan (the “First Northern Term Loan”) which bears interest at an annual rate of 4.00% and matures on November 14, 2029. In addition, Antibodies has a $500 revolving credit facility with First Northern which currently bears interest at the annual rate of 4.0% and matures on October 5, 2021 (the “First Northern Revolving Loan”). Antibodies also entered into two separate business loan agreements with First Northern: a $125 term loan in connection with a potential expansion of solar generation capacity on the Antibodies property. (“First Northern Solar Loan”) bearing interest at the annual rate of (“Generator Loan”) As of September 30, 2021, the total amount outstanding under the First Northern Term Loan was $2,139, of which $2,084 is included in long-term debt and $55 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%. As of September 30, 2021, the total amount outstanding under the First Northern Solar Loan was $105, of which $101 is included in long-term debt and $4 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. 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%. September 30, 2021 September 30, 2020 (in thousands) Total Debt * $ 2,244 $ 2,273 Less Current Portion (59 ) (58 ) Long Term Portion $ 2,185 $ 2,215 * 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 2022 $ 59 Fiscal Year 2023 64 Fiscal Year 2024 66 Fiscal Year 2025 69 Fiscal Year 2026 70 Thereafter 1,916 $ 2,244 The Company was in compliance with the covenants defined in the First Northern Loan Agreement at September 30, 2021 and September 30, 2020. |
SUBORDINATED PROMISSORY NOTES -
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 12 Months Ended |
Sep. 30, 2021 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 8. SUBORDINATED PROMISSORY NOTES – RELATED PARTY Antibodies is the obligor on two 4% subordinated promissory notes (together, the “AB HoldCo Subordinated Promissory Notes”) payable to certain former shareholders of Antibodies. Both of the AB HoldCo Subordinated Promissory Notes are guaranteed by the Company, are unsecured and are subordinate to the terms of the Company’s debt to any federal or state bank or other institutional lender. Interest on the AB HoldCo Subordinated Promissory Notes is payable in arrears on the last business day of each calendar quarter Janel Group is the obligor on a 6.75% subordinated promissory note (the “Honor Subordinated Promissory Note”) with a former owner of Honor Worldwide Logistics LLC, now a direct wholly-owned subsidiary of Janel Group and an indirect wholly-owned subsidiary of the Company (“Honor”). The Honor Subordinated Promissory Note is guaranteed by the Company. The Honor 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 Honor Subordinated Promissory Note is payable in twelve equal consecutive quarterly installments of principal and interest of $42 each, on the last day of January, April, July and October beginning in January 2019. The outstanding principal and accrued and unpaid interest are payable on November 20, 2021 and may be repaid, in whole or in part, without premium or penalty. As of September 30, 2021, the Honor Subordinated Promissory Note had been repaid. As of September 30, 2020, the total amount outstanding under the Honor Subordinated Promissory Note was $199, of which $160 is included in the current portion of subordinated promissory notes and $39 is included in long-term portion of subordinated promissory notes. Aves is the obligor on a 0.5% subordinated promissory note in the amount of $1,850 issued to the former owner of ICT (the “ICT Subordinated Promissory Note”). The ICT Subordinated Promissory Note is payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021, matures on March 21, 2025, and may be prepaid, in whole or in part, without premium or penalty. The ICT Subordinated Promissory Note is guaranteed by the Company and is secured by the membership interests in ICT. The ICT 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, First Merchants Bank Credit Facility and the First Northern Bank of Dixon. As of September 30, 2021, the amount outstanding under the ICT Subordinated Promissory Note was $1,237, of which $550 is included in the current portion of subordinated promissory notes and $687 is included in the long-term portion of subordinated promissory notes. Janel Group is the obligor on four 4% subordinated promissory notes of totaling $6,000 (together, the “ELFS Subordinated Promissory Notes”) payable to certain former shareholders of ELFS. All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are 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 ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of principal together with accrued interest. Beginning October 15, 2021 and on the same day of the next eight consecutive calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders. Beginning October 15, 2023 and on the same day of the next twelve consecutive calendar quarters, thereafter payment of principal together with accrued interest and unpaid interest is due to the former shareholders. As described in Note 2. The ELFS Subordinated Promissory Notes totaling $6,000 were recorded net of working capital adjustment of $1,163. September 30, 2021 September 30, 2020 (in thousands) Total subordinated promissory notes $ 6,075 $ 543 Less current portion of subordinated promissory notes (550 ) (504 ) Long term portion of subordinated promissory notes $ 5,525 $ 39 These obligations mature as follows (in thousands): Fiscal Year 2022 $ 550 Fiscal Year 2023 395 Fiscal Year 2024 1,869 Fiscal Year 2025 1,648 Fiscal Year 2026 1,613 Thereafter — $ 6,075 |
SBA PAYCHECK PROTECTION PROGRAM
SBA PAYCHECK PROTECTION PROGRAM LOANS | 12 Months Ended |
Sep. 30, 2021 | |
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 “Company PPP Loan”) 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 Company PPP Loan matures on April 19, 2022 and bears interest at a rate of 1.00% per annum. Under the original terms, all principal and interest payments are deferred for six months from the date of the note. The Paycheck Protection Flexibility Act of 2020 P.L. 116-142, extended the deferral period for loan payments to either (1) the date that the 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. To the extent the Company PPP Loan is not forgiven, principal and interest payments in the amount of $153 are due monthly commencing on September 1, 2021. The Company may prepay the note at any time prior to maturity without penalty. The Company may only use funds from the Company PPP Loan 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. On July 23, 2020, the Company assumed a PPP Loan in connection with an acquisition in the amount of $135 (the “Acquisition PPP Loan”). The terms of the Acquisition PPP Loan were the same as the terms of the Company PPP Loan. In February 2021, the Company was informed that the Acquisition PPP Loan had been forgiven by the SBA. In February 2021, the Company applied for forgiveness of the Company PPP Loan in accordance with the terms of the CARES Act and o n July 22, 2021, the Company received notification from Santander that the SBA had granted full forgiveness of the Company’s PPP Loan on July 20, 2021 in the amount of $2,726 and interest payable in the amount of $34. In accounting for the forgiveness of the Acquisition PPP Loan and Company PPP Loan, the Company is guided by ASC 470 Debt, and ASC 450-30 Gain contingency. Accordingly, the Company derecognized both the Acquisition PPP Loan and Company PPP Loan and recorded $2,895 as a Gain on Paycheck Protection Program loan forgiveness. As of September 30, 2020, the amount outstanding, including accrued interest, under the Acquisition PPP Loan and Company PPP Loan was $135 and $2,738, respectively, 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, 2021 | |
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 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, 2021. 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, 2021 and 2020 was 8% and 7%. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued but unpaid dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued but unpaid dividends thereon. The liquidation value of Series C Stock was $12,907 and $11,541 as of September 30, 2021 and September 30, 2020, respectively. On September 30, 2021, the Company sold 1,200 shares of Series C Stock to an accredited investor at a purchase price of $500 per share, or an aggregate of $600. 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 30, 2021 and 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. In August 2021, the Board of Directors approved an increase in the number of shares of Series C Stock, from 20,000 shares to 30,000 shares. 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, 2021 and 2020, the Company declared dividends on Series C Stock of $766 and $675, respectively. At September 30, 2021 and 2020, the Company had accrued dividends of $2,427 and $1,661, 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. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), may be granted to employees, directors and consultants to the Company and its subsidiaries. The Amended Plan increases the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts certain other non-substantive amendments. Participants and all terms of any grant under the Amended Plan are in the discretion of the Company’s Compensation Committee. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2021 | |
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 could 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 were the same as those in the 2017 Plan, except that the Amended 2017 Plan removed the ability of Janel to award incentive stock options and removes the requirement for stockholder approval of the 2017 Plan. On September 21, 2021, the board of directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), may be granted to employees, directors and consultants to the Company and its subsidiaries. The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts certain other non-substantive amendments. Total stock-based compensation for the fiscal year ended September 30, 2021 and 2020 amounted to $115 and $269, 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: 2021 2020 Risk-free interest rate 0.46 % 1.59 % Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 100.3%-105.4 % 101.2%-101.7 % Dividend yield — % — % Weighted average grant date fair value $ 6.90 - $7.19 $ 6.97 - $7.33 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, 2020 93,996 $ 5.76 5.2 $ 304.99 Granted 7,500 $ 9.00 9.5 $ — Exercised (2,502 ) $ 8.58 — $ — Outstanding balance at September 30, 2021 98,994 $ 5.93 4.5 $ 1,689.38 Exercisable at September 30, 2021 83,998 $ 5.42 3.8 $ 1,476.31 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, 2021 of $23 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2021, there was approximately $27 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted average period of two years. Options for Non-Employees There were no non-employee options awarded during the fiscal years ended September 30, 2021 and 2020, 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, 2020 6,053 $ 4.13 6.0 $ 29.48 Exercised (6,053 ) $ 4.13 — $ — Outstanding balance at September 30, 2021 — $ — — $ — Exercisable at September 30, 2021 — $ — — $ — The aggregate intrinsic value in the above table was calculated as the difference between the closing price of our common stock at September 30, 2021, of $23 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2021, there was no unrecognized compensation expense related to the unvested stock options. Liability classified share-based awards During the fiscal year ended September 30, 2021, 6,948 options were granted and 7,000 options were exercised with respect 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: 2021 2020 Risk-free interest rate 0.46 % 1.59 % Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 103.0%-105.4 % 101.2%-101.7 % Dividend yield — % — % Grant date fair value $ 9.66 - $10.00 $ 8.59 - $9.03 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2020 39,013 $ 9.24 6.81 $ 85.45 Granted 6,948 $ 12.29 9.50 $ — Exercised (7,000 ) $ 6.48 — — Outstanding balance at September 30, 2021 38,961 $ 10.28 6.62 $ 78.16 Exercisable at September 30, 2021 25,153 $ 9.42 5.68 $ 72.25 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, 2021 of $12.29 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 accrued compensation cost related to these options was approximately $361 and $334 as of September 30, 2021 and September 30, 2020, respectively, and is included in other liabilities in the condensed consolidated financial statement. The compensation cost related to these options was approximately $67 and $70 for the fiscal years ended September 30, 2021 and September 30, 2020, respectively, and is included in other liabilities in the consolidated financial statement. 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, 2021, there was approximately $34 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 two years. (B) Restricted Stock During the fiscal year ended September 30, 2021, 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. As of September 30, 2021, there was no unrecognized compensation cost related to non-employee unvested restricted stock. As of September 30, 2021, the Company had issued 35,000 shares of vested 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, 2021 | |
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, 2021 and 2020 (in thousands, except share and per share data): Year Ended September 30, 2021 2020 Income (Loss): Net income (loss) $ 5,203 $ (1,725 ) Preferred stock dividends (766 ) (675 ) Net income (loss) available to common stockholders $ 4,437 $ (2,400 ) Common Shares: Basic - weighted average common shares 938,478 872,122 Effect of dilutive securities: Stock options 50,700 — Convertible preferred stock 310 — Diluted - weighted average common stock 989,488 872,122 Income (Loss) per Common Share: Basic - Net income (loss) $ 5.54 $ (1.98 ) Preferred stock dividends (0.81 ) (0.77 ) Non-controlling interest dividends — — Net income (loss) attributable to common stockholders $ 4.73 $ (2.75 ) Diluted - Net income (loss) $ 5.26 $ (1.98 ) Preferred stock dividends (0.78 ) (0.77 ) Net income (loss) available to common stockholders $ 4.48 $ (2.75 ) The computation for the diluted number of shares excludes unvested restricted stock, unexercised stock options and unexercised warrants that are anti-dilutive. There were 48,293 anti-dilutive shares for the fiscal years ended September 30, 2021 and Potentially diluted securities as of September 30, 2021 and 2020 are as follows: September 30, 2021 2020 Employee stock options (Note 11) 98,994 93,996 Non-employee stock options (Note 11) — 6,053 Convertible preferred stock 310 310 99,304 100,359 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2021 | |
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): 2021 2020 Federal taxes at statutory rates $ 1,295 $ (468 ) Permanent differences (600 ) 13 State and local taxes, net of Federal benefit 199 (65 ) Other 67 15 Total $ 961 $ (505 ) The provisions (benefit) of income taxes are summarized as follows (in thousands): Year Ended September 30, 2021 2020 Current $ 232 $ 68 Deferred 729 (573 ) Total $ 961 $ (505 ) The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2021 2020 Deferred tax assets - net operating loss carryforwards $ 508 $ 1,218 Lease liability 850 684 Other (16 ) 71 Stock based compensation 360 339 Total deferred tax assets 1,702 2,312 Valuation allowance — — Total deferred tax assets net of valuation allowance 1,702 2,312 Deferred tax liabilities - depreciation and amortization 3,124 3,151 Prepaid expenses 52 52 Right of use asset 825 678 Total deferred tax liabilities 4,001 3,881 Net deferred tax liability $ (2,299 ) $ (1,569 ) 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, 2021. The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 2,080 2034 1,043 $ 3,123 The Company has federal net operating loss of $2,080 and state net operating loss carryforwards of approximately $1,043 as of September 30, 2021. 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, 2021, 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. In October 2021, the Company received notification from the Internal Revenue Service that the Internal Revenue Service audit for the 2018 tax year was completed with no changes to our reported tax for the 2018 tax year. 2014 through 2019 |
PROFIT SHARING AND 401(K) PLANS
PROFIT SHARING AND 401(K) PLANS | 12 Months Ended |
Sep. 30, 2021 | |
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. 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, 2021 and 2020 were $288 and $196, respectively. The administrative expense charged to operations for the years ended September 30, 2021 and 2020 aggregated $59 and $57, respectively. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2021 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
BUSINESS SEGMENT INFORMATION | 15. BUSINESS SEGMENT INFORMATION As discussed above in note 1, the Company operates in three reportable segments: Logistics (previously known as Global Logistics Services), Manufacturing and Life Sciences. In the fourth quarter of 2021, our former Global Logistics Services segment was renamed “Logistics”; this change was in name only and had no impact on the Company’s previously reported historical financial position, results of operations, cash flow or segment level results. 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, 2021 and 2020: For the year ended September 30, 2021 Consolidated Logistics Manufacturing Life Sciences Corporate Revenues $ 146,419 $ 125,863 $ 8,564 $ 11,992 $ — Forwarding expenses and cost of revenues 113,986 106,139 3,983 3,864 — Gross margin 32,433 19,724 4,581 8,128 — Selling, general and administrative 27,362 16,656 2,696 4,469 3,541 Amortization of intangible assets 1,120 — — — 1,120 Income (loss) from operations 3,951 3,068 1,885 3,659 (4,661 ) Interest expense 589 294 156 117 22 Identifiable assets 115,924 59,026 3,905 9,344 43,649 Capital expenditures $ 234 $ 20 $ 40 $ 174 $ — For the year ended September 30, 2020 (in thousands) Consolidated Logistics 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 (loss) Income 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 $ — Goodwill and intangible assets are recorded at the Corporate level and are included in identifiable assets. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021, the remaining terms of the Company’s operating leases were between one The components of lease cost for the years ended September 30, 2021 and 2020 are as follows: 2021 2020 Operating lease cost $ 789 $ 725 Short-term lease cost 240 141 Total lease cost $ 1,029 $ 866 Rent expense for the year ended September 30, 2021 and 2020 was $1,029 and $866, 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, 2021 were $2,936, $1,281 and $1,751, 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, 2021, and 2020, the Company entered into new operating leases and recorded an additional $1,075 and $ 2,103, respectively in operating lease right of use assets and corresponding lease liabilities. As of September 30, 2021 and 2020, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 2.9 years and 3.89% and 4.2 years and 4.6%, respectively. Cash paid for amounts included in the measurement of operating lease obligations were $785 and $872 for the twelve months ended September 30, 2021 and 2020. Future minimum lease payments under non-cancelable operating leases as of September 30, 2021 are as follows (in thousands) Year End September 30, 2021 2022 $ 1,283 2023 949 2024 618 2025 365 Thereafter — Total undiscounted Loan payments 3,215 Less Imputed Interest (183 ) Total lease Obligation $ 3,032 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 17 FAIR VALUE MEASUREMENTS Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring Fair Value Measurements The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): September 30, 2021 2020 Level 3 Contingent earnout liabilities $ 3,600 $ — Level 3 Liabilities $ 3,600 $ — This liability relates to the estimated fair value of earnout payments to former ELFS owners for the earnout period ending September 30, 2021. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2021 are $1,054 and $2,546, respectively. Refer to Note 2 to Consolidated Financial Statements for ELFS acquisition information. The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation (in thousands): September 30, 2021 2020 Balance at beginning of year $ — $ — Fair value of contingent consideration recorded in connection with business combinations 3,600 — Change in fair value of contingent consideration — — Balance at end of year $ 3,600 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 18 COMMITMENTS AND CONTINGENCIES (A) Employment Agreements The Company has various employment agreements, including employment agreements with the previous owners of ELFS, Honor and PhosphoSolutions. |
RISK AND UNCERTAINTIES
RISK AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2021 | |
RISK AND UNCERTAINTIES [Abstract] | |
RISK AND UNCERTAINTIES | 19. 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. (D) Concentration of Customers No customer accounts for 10% or more of consolidated sales for the years ended September 30, 2021 and 2020. No customer accounted for 10% or more of consolidated accounts receivable at September 30, 2021 and 2020. (E) COVID-19 We continue to navigate operating the Company in light of the COVID-19 pandemic, which continues to have widespread implications. On the one hand, we have seen improvements in the broader economy, and our results for fiscal 2021 improved significantly compared to the prior fiscal year. That said, there remains uncertainty regarding how the ongoing nature of the COVID-19 pandemic will impact the overall economy and the Company’s results in particular. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may hinder any economic recovery as well as our operations in the future. Even after the COVID-19 pandemic subsides, the effects of the COVID-19 pandemic may last for a significant period of time thereafter and may continue to adversely affect our business, results of operations and financial condition. The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers’ ability to pay for our services on an ongoing basis. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions, including receivables and forward-looking guidance. (F) Auto Insurance In the ordinary course of our Logistics business, we are a defendant in several legal proceedings arising out of the conduct of our Logistics business. These proceedings include third party claims for property damage or bodily injury incurred in connection with our services. Although there can be no assurance as to the ultimate disposition of these proceedings, we do not believe, based upon the information available at this time, that these property damage or bodily injury claims, in the aggregate, will have a material impact on our consolidated financial statements. Within our Logistics segment, ELFS, maintains auto liability for commercial trucking claims of up to $6,000 per occurrence, and general liability with of up to $6,000 per occurrence. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company, through its wholly owned subsidiary ELFS entered into a lease for its corporate offices commencing in October 2021 and ending in September 2028 for a new corporate headquarters. Future minimum lease payments under this operating lease as of November 2021 are as follows (in thousands) Fiscal Year End September 30, 2022 $ 514 2023 581 2024 593 2025 605 2026 617 Thereafter 1,325 Total lease obligation 4,235 |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
BASIS OF PRESENTATION 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 90.68%, 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, 2021 and September 30, 2020 was $812 and $496, 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 | 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 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. 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. During the fourth quarter of 2021, we changed the date of our annual impairment test of goodwill and indefinite-lived intangible assets from September 30 to July 1. The change in the impairment test date will lessen resource constraints that exist in connection with the Company’s year-end close and financial reporting process and provide for additional time to complete the required impairment testing. This change does not represent a material change to our method of applying an accounting principle, and therefore does not delay, accelerate or avoid an impairment charge. We have determined that it is impracticable to objectively determine projected cash flows and related valuation estimates that would have been used as of each July 1 of prior reporting periods without the use of hindsight. As such, the change in annual impairment test date has been prospectively applied beginning July 1, 2021. 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, 2021 and 2020. |
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. The Company concluded that the fair value of intangibles and long-lived assets were not deemed to be impaired as of September 30, 2021 and 2021. |
Business segment information | Business segment information The Company operates in three reportable segments: Logistics, 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 Logistics Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Logistics 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 Logistics segment, the Company disaggregates its revenues by its five 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, 2021 and 2020 was as follows: Service Type Year Ended September 30, 2021 Year Ended September 30, 2020 Ocean freight $ 61,436 $ 26,740 Air freight 26,970 16,630 Trucking 22,198 14,757 Customs brokerage 14,424 10,274 Other 835 91 Total $ 125,863 $ 68,492 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 The Company grants restricted stock awards, restricted stock units and stock options to certain directors, officers and employees. The Company accounts for share-based compensation as equity awards such that compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of restricted stock is the market price as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the consolidated statements of operations as part of selling general and administrative expenses. |
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 holders. The Company is required to purchase 20% per year of the 8.35% mandatorily redeemable non-controlling interest at the option of the holders beginning on the third anniversary of the date of the Indco acquisition, which was March 21, 2019. As of September 30, 2021, the holders had not exercised their redemption rights. On November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco’s common stock at an exercise price of $6.48 for an aggregate purchase price of $45. Indco issued a related party promissory note in the amount of $45, which bears interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2023. This note is included in security deposits and other long-term assets. The fair value of the 7,000 shares of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of 7,000 options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.32% as of September 30, 2021. 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 |
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. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company’s agreements with lease and non-lease components are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the fiscal year ended September 30, 2021 amounted to $240. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations |
Recent accounting pronouncements | Recent accounting pronouncements Recently issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) 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) related disclosures. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
BASIS OF PRESENTATION 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, 2021 and 2020 was as follows: Service Type Year Ended September 30, 2021 Year Ended September 30, 2020 Ocean freight $ 61,436 $ 26,740 Air freight 26,970 16,630 Trucking 22,198 14,757 Customs brokerage 14,424 10,274 Other 835 91 Total $ 125,863 $ 68,492 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
ACQUISITIONS [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | In accordance with the acquisition method of accounting, the Company allocated the consideration paid for ELFS to the net tangible and identifiable intangible assets based on their estimated fair values. The Company preliminary valuation of assets acquired and liabilities assumed, and, the fair value amounts noted are in the table below. The final determination of the fair value of certain assets in thousands). Fair Value Accounts receivable $ 10,689 Prepaid expenses and other current assets 2,252 Property & equipment, net 59 Security deposits and other long-term assets 322 Operating lease right of use asset 901 Goodwill 2,531 Intangible assets 10,000 Accounts payable (2,399 ) Current portion of operating lease liabilities (445 ) Accrued expenses and other current liabilities (2,017 ) Long-term operating lease liabilities (456 ) Total Consideration Paid $ 21,437 |
Unaudited Pro Forma Basis Information | The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Logistics Segment for the years ended September 30, 2021 and 2020 assuming the acquisition of ELFS was made on October 1, 2019 (in thousands). Fiscal years ended September 30, 2021 2020 Revenue $ 199,017 $ 137,526 Forwarding expense 158,859 102,553 Gross profit 40,158 34,973 Selling, general and administrative expenses 34,011 32,144 Income from operations $ 6,147 $ 2,829 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 September 30, 2020 Life Building and improvements $ 3,065 $ 3,096 12-30 years Land and improvements 1,286 1,235 Indefinite Furniture and Fixture 298 282 3-7 years Computer Equipment 684 385 3-5 years Machinery & Equipment 1,253 1,288 3-15 years Leasehold Improvements 109 115 3-5 years 6,695 6,401 Less Accumulated Depreciation (1,718 ) (1,424 ) $ 4,977 $ 4,977 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
INVENTORY [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): Year End September 30, 2021 2020 Finished goods $ 919 $ 1,246 Work-in-process 968 1,406 Raw materials 1,365 1,039 Gross inventory 3,252 3,691 Less – reserve for inventory valuation (25 ) (25 ) Inventory net $ 3,227 $ 3,666 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 September 30, 2020 Life Customer relationships $ 23,482 $ 14,392 15-24 Years Trademarks/names 4,490 1,820 1-20 Years Trademarks/names 521 451 Indefinite Other 1,149 1,018 2-22 Years 29,642 17,681 Less: Accumulated Amortization (5,469 ) (4,348 ) $ 24,173 $ 13,333 The composition of the intangible assets balance at September 30, 2021 and 2020 is as follows (in thousands) September 30, 2021 September 30, 2020 Logistics $ 18,174 $ 7,643 Manufacturing 7,700 7,700 Life Sciences 3,768 2,338 29,642 17,681 Less: Accumulated Amortization (5,469 ) (4,348 ) $ 24,173 $ 13,333 |
Future Amortization of Intangible Assets | The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2021 $ 1,809 Fiscal Year 2022 1,799 Fiscal Year 2023 1,773 Fiscal Year 2024 1,771 Fiscal Year 2025 1,771 Thereafter 15,250 $ 24,173 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
GOODWILL [Abstract] | |
Composition of Goodwill | The composition of the goodwill balance at September 30, 2021 and 2020 is as follows (in thousands) September 30, 2021 September 30, 2020 Logistics $ 9,063 $ 6,161 Manufacturing 5,046 5,046 Life Sciences 4,377 2,939 Total $ 18,486 $ 14,146 |
NOTES PAYABLE - BANKS (Tables)
NOTES PAYABLE - BANKS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 and September 30, 2020 (in thousands) September 30, 2021 September 30, 2020 Total Debt * $ 3,368 $ 5,025 Less Current Portion (809 ) (808 ) Long Term Portion $ 2,559 $ 4,217 * 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 2022 $ 809 Fiscal Year 2023 810 Fiscal Year 2024 810 Fiscal Year 2025 382 Fiscal Year 2026 27 Thereafter 530 $ 3,368 |
First Northern Bank of Dixon [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | 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%. September 30, 2021 September 30, 2020 (in thousands) Total Debt * $ 2,244 $ 2,273 Less Current Portion (59 ) (58 ) Long Term Portion $ 2,185 $ 2,215 * 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 2022 $ 59 Fiscal Year 2023 64 Fiscal Year 2024 66 Fiscal Year 2025 69 Fiscal Year 2026 70 Thereafter 1,916 $ 2,244 |
SUBORDINATED PROMISSORY NOTES_2
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
Amounts Outstanding | The ELFS Subordinated Promissory Notes totaling $6,000 were recorded net of working capital adjustment of $1,163. September 30, 2021 September 30, 2020 (in thousands) Total subordinated promissory notes $ 6,075 $ 543 Less current portion of subordinated promissory notes (550 ) (504 ) Long term portion of subordinated promissory notes $ 5,525 $ 39 |
Maturities of Subordinated Promissory Notes | These obligations mature as follows (in thousands): Fiscal Year 2022 $ 550 Fiscal Year 2023 395 Fiscal Year 2024 1,869 Fiscal Year 2025 1,648 Fiscal Year 2026 1,613 Thereafter — $ 6,075 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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: 2021 2020 Risk-free interest rate 0.46 % 1.59 % Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 103.0%-105.4 % 101.2%-101.7 % Dividend yield — % — % Grant date fair value $ 9.66 - $10.00 $ 8.59 - $9.03 |
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, 2020 39,013 $ 9.24 6.81 $ 85.45 Granted 6,948 $ 12.29 9.50 $ — Exercised (7,000 ) $ 6.48 — — Outstanding balance at September 30, 2021 38,961 $ 10.28 6.62 $ 78.16 Exercisable at September 30, 2021 25,153 $ 9.42 5.68 $ 72.25 |
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: 2021 2020 Risk-free interest rate 0.46 % 1.59 % Expected option term in years 5.5-6.5 5.5 - 6.5 Expected volatility 100.3%-105.4 % 101.2%-101.7 % Dividend yield — % — % Weighted average grant date fair value $ 6.90 - $7.19 $ 6.97 - $7.33 |
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, 2020 93,996 $ 5.76 5.2 $ 304.99 Granted 7,500 $ 9.00 9.5 $ — Exercised (2,502 ) $ 8.58 — $ — Outstanding balance at September 30, 2021 98,994 $ 5.93 4.5 $ 1,689.38 Exercisable at September 30, 2021 83,998 $ 5.42 3.8 $ 1,476.31 |
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, 2020 6,053 $ 4.13 6.0 $ 29.48 Exercised (6,053 ) $ 4.13 — $ — Outstanding balance at September 30, 2021 — $ — — $ — Exercisable at September 30, 2021 — $ — — $ — |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 (in thousands, except share and per share data): Year Ended September 30, 2021 2020 Income (Loss): Net income (loss) $ 5,203 $ (1,725 ) Preferred stock dividends (766 ) (675 ) Net income (loss) available to common stockholders $ 4,437 $ (2,400 ) Common Shares: Basic - weighted average common shares 938,478 872,122 Effect of dilutive securities: Stock options 50,700 — Convertible preferred stock 310 — Diluted - weighted average common stock 989,488 872,122 Income (Loss) per Common Share: Basic - Net income (loss) $ 5.54 $ (1.98 ) Preferred stock dividends (0.81 ) (0.77 ) Non-controlling interest dividends — — Net income (loss) attributable to common stockholders $ 4.73 $ (2.75 ) Diluted - Net income (loss) $ 5.26 $ (1.98 ) Preferred stock dividends (0.78 ) (0.77 ) Net income (loss) available to common stockholders $ 4.48 $ (2.75 ) |
Potentially Diluted Securities | Potentially diluted securities as of September 30, 2021 and 2020 are as follows: September 30, 2021 2020 Employee stock options (Note 11) 98,994 93,996 Non-employee stock options (Note 11) — 6,053 Convertible preferred stock 310 310 99,304 100,359 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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): 2021 2020 Federal taxes at statutory rates $ 1,295 $ (468 ) Permanent differences (600 ) 13 State and local taxes, net of Federal benefit 199 (65 ) Other 67 15 Total $ 961 $ (505 ) |
Provisions (Benefit) for Income Taxes | The provisions (benefit) of income taxes are summarized as follows (in thousands): Year Ended September 30, 2021 2020 Current $ 232 $ 68 Deferred 729 (573 ) Total $ 961 $ (505 ) |
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): 2021 2020 Deferred tax assets - net operating loss carryforwards $ 508 $ 1,218 Lease liability 850 684 Other (16 ) 71 Stock based compensation 360 339 Total deferred tax assets 1,702 2,312 Valuation allowance — — Total deferred tax assets net of valuation allowance 1,702 2,312 Deferred tax liabilities - depreciation and amortization 3,124 3,151 Prepaid expenses 52 52 Right of use asset 825 678 Total deferred tax liabilities 4,001 3,881 Net deferred tax liability $ (2,299 ) $ (1,569 ) |
Operating Loss Carryforwards | The Company has net operating loss carryforwards for income tax purposes that expire as follows (in thousands): 2033 $ 2,080 2034 1,043 $ 3,123 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: For the year ended September 30, 2021 Consolidated Logistics Manufacturing Life Sciences Corporate Revenues $ 146,419 $ 125,863 $ 8,564 $ 11,992 $ — Forwarding expenses and cost of revenues 113,986 106,139 3,983 3,864 — Gross margin 32,433 19,724 4,581 8,128 — Selling, general and administrative 27,362 16,656 2,696 4,469 3,541 Amortization of intangible assets 1,120 — — — 1,120 Income (loss) from operations 3,951 3,068 1,885 3,659 (4,661 ) Interest expense 589 294 156 117 22 Identifiable assets 115,924 59,026 3,905 9,344 43,649 Capital expenditures $ 234 $ 20 $ 40 $ 174 $ — For the year ended September 30, 2020 (in thousands) Consolidated Logistics 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 (loss) Income 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 $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
LEASES [Abstract] | |
Components of Lease Cost | The components of lease cost for the years ended September 30, 2021 and 2020 are as follows: 2021 2020 Operating lease cost $ 789 $ 725 Short-term lease cost 240 141 Total lease cost $ 1,029 $ 866 |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of September 30, 2021 are as follows (in thousands) Year End September 30, 2021 2022 $ 1,283 2023 949 2024 618 2025 365 Thereafter — Total undiscounted Loan payments 3,215 Less Imputed Interest (183 ) Total lease Obligation $ 3,032 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): September 30, 2021 2020 Level 3 Contingent earnout liabilities $ 3,600 $ — Level 3 Liabilities $ 3,600 $ — |
Changes in Fair Value of Contingent Earnout Liabilities Measured at Fair Value on Recurring Basis Utilizing Level 3 Assumptions | The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation (in thousands): September 30, 2021 2020 Balance at beginning of year $ — $ — Fair value of contingent consideration recorded in connection with business combinations 3,600 — Change in fair value of contingent consideration — — Balance at end of year $ 3,600 $ — |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under this operating lease as of November 2021 are as follows (in thousands) Fiscal Year End September 30, 2022 $ 514 2023 581 2024 593 2025 605 2026 617 Thereafter 1,325 Total lease obligation 4,235 |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Business Description (Details) | 12 Months Ended |
Sep. 30, 2021Segment | |
Business description [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF BUSINESS AND SIGNI_5
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Basis of Consolidation (Details) | Sep. 30, 2021 |
Indco [Member] | |
Basis of consolidation [Abstract] | |
Ownership percentage by parent | 90.68% |
SUMMARY OF BUSINESS AND SIGNI_6
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Cash (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Cash [Abstract] | |
Cash balances insured by Federal Deposit Insurance Corporation | $ 250 |
SUMMARY OF BUSINESS AND SIGNI_7
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable and Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Accounts receivable and allowance for doubtful accounts receivable [Abstract] | ||
Allowance for doubtful accounts | $ 812 | $ 496 |
SUMMARY OF BUSINESS AND SIGNI_8
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Inventory (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Inventory [Abstract] | |
Forecast period | 3 years |
SUMMARY OF BUSINESS AND SIGNI_9
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Business Segment Information (Details) | 12 Months Ended |
Sep. 30, 2021Segment | |
Business segment information [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF BUSINESS AND SIGN_10
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Revenue and Revenue Recognition (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)Category | Sep. 30, 2020USD ($) | |
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 146,419 | $ 82,429 |
Logistics [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 125,863 | 68,492 |
Number of primary service categories | Category | 5 | |
Logistics [Member] | Ocean Freight [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 61,436 | 26,740 |
Logistics [Member] | Air Freight [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 26,970 | 16,630 |
Logistics [Member] | Trucking [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 22,198 | 14,757 |
Logistics [Member] | Customs Brokerage [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 14,424 | 10,274 |
Logistics [Member] | Other [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 835 | $ 91 |
SUMMARY OF BUSINESS AND SIGN_11
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Liability Classified Share-based Awards (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Indco [Member] | |
Liability classified share-based awards [Abstract] | |
Vesting period of grant | 3 years |
SUMMARY OF BUSINESS AND SIGN_12
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Mandatorily Redeemable Non-Controlling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Mandatorily Redeemable Non-Controlling Interests [Abstract] | |||
Aggregate purchase price | $ 47 | $ 272 | |
Indco [Member] | |||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | |||
Percentage of mandatorily redeemable non-controlling interests to be purchased | 20.00% | ||
Minority interest | 9.32% | 8.35% | |
Number of options exercised to purchase common stock (in shares) | 7,000 | ||
Exercise price (in dollars per share) | $ 6.48 | ||
Aggregate purchase price | $ 45 | ||
Amount of promissory note issued | $ 45 | ||
Interest rate percentage | 1.00% | ||
Maturity date | Dec. 31, 2023 |
SUMMARY OF BUSINESS AND SIGN_13
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Short-term lease cost | $ 240 | $ 141 |
ACQUISITIONS, 2021 Acquisitions
ACQUISITIONS, 2021 Acquisitions, Logistics (Details) $ in Thousands | Sep. 21, 2021USD ($) | Dec. 31, 2020USD ($)Location | Jul. 23, 2020USD ($)Location | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Combination, Consideration Transferred [Abstract] | |||||
Revenues | $ 146,419 | $ 82,429 | |||
Forwarding expense | 113,986 | 58,908 | |||
Selling, general and administrative expense | 27,362 | 24,290 | |||
Net income from operations | 5,203 | (1,725) | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | 18,486 | 14,146 | |||
ELFS [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate purchase price | $ 19,000 | ||||
Consideration paid in cash | 13,000 | ||||
Consideration transferred - liabilities incurred | 6,000 | ||||
Earnout payments due | 3,600 | ||||
Consideration transferred - Liabilities incurred, net | 4,837 | ||||
Working capital adjustment | (1,163) | ||||
Business Combination, Consideration Transferred, Liabilities Incurred, Change in Amount | (1,163) | ||||
Cash held in escrow | 1,322 | ||||
Revenues | 2,867 | ||||
Forwarding expense | 2,257 | ||||
Selling, general and administrative expense | 573 | ||||
Net income from operations | 37 | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Accounts receivable | 10,689 | ||||
Prepaid expenses and other current assets | 2,252 | ||||
Property & equipment, net | 59 | ||||
Security deposits and other long-term assets | 322 | ||||
Operating lease right of use asset | 901 | ||||
Goodwill | 2,531 | ||||
Intangible assets | 10,000 | ||||
Accounts payable | (2,399) | ||||
Current portion of operating lease liabilities | (445) | ||||
Accrued expenses and other current liabilities | (2,017) | ||||
Long-term operating lease liabilities | (456) | ||||
Total Consideration Paid | 21,437 | ||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenue | 199,017 | 137,526 | |||
Forwarding expense | 158,859 | 102,553 | |||
Gross profit | 40,158 | 34,973 | |||
Selling, general and administrative expenses | 34,011 | 32,144 | |||
Income from operations | $ 6,147 | $ 2,829 | |||
ELFS [Member] | Maximum [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Earnout payments due, estimable amount | $ 4,500 | ||||
Period of cash held in escrow | 90 days | ||||
Logistics Services Provider [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate purchase price | $ 1,282 | $ 132 | |||
Consideration paid in cash | 1,182 | $ 300 | |||
Cash held in escrow | $ 100 | ||||
Period of cash held in escrow | 12 months | ||||
Number of locations acquired through business acquisition | Location | 2 | 2 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 304 | $ 506 | |||
Intangible assets | $ 531 | $ 690 |
ACQUISITIONS, 2021 Acquisitio_2
ACQUISITIONS, 2021 Acquisitions, Life Sciences (Details) - USD ($) $ in Thousands | Dec. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Combination, Consideration Transferred [Abstract] | |||
Goodwill | $ 18,486 | $ 14,146 | |
ImmunoChemistry Technologies, LLC [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Aggregate purchase price | $ 3,419 | ||
Net cash received | 105 | ||
Consideration paid in cash | 1,628 | ||
Consideration transferred - liabilities incurred | 1,850 | ||
Present value of promissory note | 1,760 | ||
Goodwill | 1,438 | ||
Intangible assets | $ 1,430 | ||
Purchase price adjustment | $ 30 |
ACQUISITIONS, 2020 Acquisitions
ACQUISITIONS, 2020 Acquisitions (Details) $ in Thousands | Dec. 31, 2020USD ($)Location | Jul. 23, 2020USD ($)Location | Jul. 23, 2023USD ($) | Jul. 23, 2022USD ($) | Sep. 30, 2021USD ($) | Jul. 23, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Combination, Consideration Transferred [Abstract] | |||||||
Goodwill | $ 18,486 | $ 14,146 | |||||
Logistics Services Provider [Member] | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Number of locations acquired through business acquisition | Location | 2 | 2 | |||||
Consideration transferred | $ 1,282 | $ 132 | |||||
Consideration transferred, cash received | 853 | ||||||
Amount paid to acquire business gross | 1,182 | 300 | |||||
Goodwill | 304 | 506 | |||||
Identifiable intangibles | $ 531 | 690 | |||||
Logistics Services Provider [Member] | Plan [Member] | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Due to the stockholder | $ 193 | $ 193 | $ 194 | ||||
Logistics Services Provider [Member] | PPP Loan [Member] | |||||||
Business Combination, Consideration Transferred [Abstract] | |||||||
Liability assumed | $ 135 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Jul. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 6,695 | $ 6,401 | |
Less Accumulated Depreciation and Amortization | (1,718) | (1,424) | |
Property and equipment, net | 4,977 | 4,977 | |
Total purchase price | $ 884 | ||
Depreciation | 371 | 274 | |
Building and Improvements [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 3,065 | 3,096 | |
Building and Improvements [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 12 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 | $ 1,286 | 1,235 | |
Furniture & Fixtures [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 298 | 282 | |
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 | $ 684 | 385 | |
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 | $ 1,253 | 1,288 | |
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 | $ 109 | $ 115 | |
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, 2021 | Sep. 30, 2020 |
INVENTORY [Abstract] | ||
Finished goods | $ 919 | $ 1,246 |
Work-in-process | 968 | 1,406 |
Raw materials | 1,365 | 1,039 |
Gross inventory | 3,252 | 3,691 |
Less - reserve for inventory valuation | (25) | (25) |
Inventory, net | $ 3,227 | $ 3,666 |
INTANGIBLE ASSETS, Summary of I
INTANGIBLE ASSETS, Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 29,642 | $ 17,681 |
Less: Accumulated Amortization | (5,469) | (4,348) |
Intangible assets, net | 24,173 | 13,333 |
Amortization expense | 1,120 | 955 |
Logistics [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 18,174 | 7,643 |
Manufacturing [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 7,700 | 7,700 |
Life Sciences [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 3,768 | 2,338 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Finite lived intangible assets, gross | $ 23,482 | 14,392 |
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 | $ 4,490 | 1,820 |
Indefinite-lived intangible assets, gross | $ 521 | 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 | $ 1,149 | $ 1,018 |
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, 2021USD ($) |
Future Amortization of Intangible Assets [Abstract] | |
Fiscal Year 2021 | $ 1,809 |
Fiscal Year 2022 | 1,799 |
Fiscal Year 2023 | 1,773 |
Fiscal Year 2024 | 1,771 |
Fiscal Year 2025 | 1,771 |
Thereafter | 15,250 |
Intangible assets, net | $ 24,173 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Composition of Goodwill [Abstract] | ||
Goodwill | $ 18,486 | $ 14,146 |
Logistics [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 9,063 | 6,161 |
Manufacturing [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 5,046 | 5,046 |
Life Sciences [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | $ 4,377 | $ 2,939 |
NOTES PAYABLE - BANKS, Santande
NOTES PAYABLE - BANKS, Santander Bank Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 20, 2021 | Sep. 30, 2020 | |
Revolving Line of Credit Facility [Abstract] | |||
Outstanding borrowings | $ 29,637 | $ 8,447 | |
Santander Bank Facility [Member] | |||
Revolving Line of Credit Facility [Abstract] | |||
Maximum borrowing capacity | $ 30,000 | $ 17,000 | 17,000 |
Percentage of accounts receivable | 85.00% | ||
Maturity date of facility | Sep. 21, 2026 | ||
Outstanding borrowings | $ 29,637 | $ 8,447 | |
Percentage of outstanding borrowings | 98.80% | 49.70% | |
Effective interest rate | 3.00% | 2.40% | |
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 | 2.25% | ||
Variable rate term | 30, 60 or 90 day | ||
Interest rate floor | 0.75% | ||
Reduction of Interest rate floor | 0.25% |
NOTES PAYABLE - BANKS, First Me
NOTES PAYABLE - BANKS, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Note Payable - Bank [Abstract] | |||
Less Current Portion | $ (868) | $ (866) | |
Long Term Portion | 4,744 | 6,432 | |
First Merchants Bank Credit Facility [Member] | |||
Note Payable - Bank [Abstract] | |||
Long-term Debt | [1] | 3,368 | 5,025 |
Less Current Portion | (809) | (808) | |
Long Term Portion | 2,559 | 4,217 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
Fiscal Year 2022 | 809 | ||
Fiscal Year 2023 | 810 | ||
Fiscal Year 2024 | 810 | ||
Fiscal Year 2025 | 382 | ||
Fiscal Year 2026 | 27 | ||
Thereafter | 530 | ||
Long-term Debt | 3,368 | ||
Term Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 5,500 | ||
Variable rate term | one-month | ||
Outstanding borrowings | $ 2,713 | $ 4,349 | |
Effective interest rate | 2.83% | 3.66% | |
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% | ||
EBITDA ratio | 2 | ||
Term Loan [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 | $ 1,000 | ||
Variable rate term | one-month | ||
Outstanding borrowings | $ 0 | $ 0 | |
Revolving Loan [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 | $ 655 | $ 676 | |
Effective interest rate | 4.19% | 4.19% | |
Note Payable - Bank [Abstract] | |||
Debt instrument installment | $ 4 | ||
Frequency of debt instrument installment | monthly | ||
Term Loan and Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Maturity date of facility | Aug. 30, 2024 | ||
[1] | 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. |
NOTES PAYABLE - BANKS, First No
NOTES PAYABLE - BANKS, First Northern Bank of Dixon (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021USD ($)Agreement | Sep. 30, 2020USD ($) | ||
Note Payable - Bank [Abstract] | |||
Less Current Portion | $ (868) | $ (866) | |
Long Term Portion | $ 4,744 | 6,432 | |
First Northern Loan Agreement [Member] | |||
Long Term Debt [Abstract] | |||
Number of business loan agreements | Agreement | 2 | ||
Note Payable - Bank [Abstract] | |||
Long-term Debt | [1] | $ 2,244 | 2,273 |
Less Current Portion | (59) | (58) | |
Long Term Portion | 2,185 | $ 2,215 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
Fiscal Year 2022 | 59 | ||
Fiscal Year 2023 | 64 | ||
Fiscal Year 2024 | 66 | ||
Fiscal Year 2025 | 69 | ||
Fiscal Year 2026 | 70 | ||
Thereafter | 1,916 | ||
Long-term Debt | 2,244 | ||
Term Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 2,235 | ||
Annual interest rate percentage | 4.00% | ||
Maturity date of facility | Nov. 14, 2029 | ||
Effective interest rate | 4.18% | 4.18% | |
Note Payable - Bank [Abstract] | |||
Long-term Debt | $ 2,139 | $ 2,192 | |
Less Current Portion | (55) | (53) | |
Long Term Portion | 2,084 | $ 2,139 | |
Debt instrument installment | $ 12 | ||
Frequency of debt instrument installment | monthly | ||
Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Annual interest rate percentage | 4.00% | ||
Maturity date of facility | Oct. 5, 2021 | ||
Maximum borrowing capacity | $ 500 | ||
Solar Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 125 | ||
Maturity date of facility | Nov. 14, 2029 | ||
Effective interest rate | 4.43% | 4.43% | |
Variable rate term | 5 years | ||
Note Payable - Bank [Abstract] | |||
Long-term Debt | $ 105 | $ 81 | |
Less Current Portion | (4) | (5) | |
Long Term Portion | 101 | 76 | |
Generator Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 60 | ||
Maturity date of facility | Nov. 5, 2025 | ||
Effective interest rate | 4.25% | ||
Outstanding borrowings | $ 0 | $ 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, Summary (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)InstallmentNoteqtr | Sep. 30, 2020USD ($) | |
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Current portion of subordinated promissory notes | $ 550 | $ 504 |
Long-term portion of subordinated promissory notes | $ 5,525 | 39 |
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 | |
Frequency of debt instrument installment | Quarterly | |
Outstanding amount | 344 | |
Honor Subordinated Promissory Note [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Annual interest rate percentage | 6.75% | |
Debt instrument maturity date | Nov. 20, 2021 | |
Number of consecutive installments | Installment | 12 | |
Frequency of debt instrument installment | quarterly | |
Debt instrument installment | $ 42 | |
Outstanding amount | 199 | |
Current portion of subordinated promissory notes | 160 | |
Long-term portion of subordinated promissory notes | $ 39 | |
ICT Subordinated Promissory Note [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Annual interest rate percentage | 0.50% | |
Face amount of debt | $ 1,850 | |
Debt instrument maturity date | Mar. 21, 2025 | |
Number of consecutive installments | Installment | 16 | |
Frequency of debt instrument installment | quarterly | |
Outstanding amount | $ 1,237 | |
Current portion of subordinated promissory notes | 550 | |
Long-term portion of subordinated promissory notes | $ 687 | |
ELFS Subordinated Promissory Notes [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Number of subordinated promissory notes | Note | 4 | |
Annual interest rate percentage | 4.00% | |
Face amount of debt | $ 6,000 | |
Number of consecutive installments | Installment | 12 | |
Frequency of debt instrument installment | quarterly | |
Number of consecutive calendar quarters of payment from October 15, 2021 | qtr | 8 | |
Number of consecutive calendar quarters of payment from October 15, 2023 | qtr | 12 | |
Outstanding amount | $ 6,000 | |
Working capital adjustment | $ (1,163) |
SUBORDINATED PROMISSORY NOTES_4
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Amounts Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Subordinated Promissory Notes [Abstract] | ||
Less current portion of subordinated promissory notes | $ (550) | $ (504) |
Long term portion of subordinated promissory notes | 5,525 | 39 |
Subsidiary of Common Parent [Member] | Subordinated Debt [Member] | ||
Subordinated Promissory Notes [Abstract] | ||
Total subordinated promissory notes | 6,075 | 543 |
Less current portion of subordinated promissory notes | (550) | (504) |
Long term portion of subordinated promissory notes | $ 5,525 | $ 39 |
SUBORDINATED PROMISSORY NOTES_5
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Obligation Maturity (Details) - Subsidiary of Common Parent [Member] - Subordinated Debt [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Fiscal Year 2022 | $ 550 |
Fiscal Year 2023 | 395 |
Fiscal Year 2024 | 1,869 |
Fiscal Year 2025 | 1,648 |
Fiscal Year 2026 | 1,613 |
Thereafter | 0 |
Long-term Debt | $ 6,075 |
SBA PAYCHECK PROTECTION PROGR_2
SBA PAYCHECK PROTECTION PROGRAM LOAN (Details) - USD ($) $ in Thousands | Jul. 22, 2021 | Apr. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 23, 2020 |
CARES Act Loan [Abstract] | |||||
Gain on paycheck protection program loan forgiveness | $ 2,895 | $ 0 | |||
Long-term portion of Paycheck Protection Program (PPP) loan | 0 | 960 | |||
Current portion of long term-debt | $ 0 | 1,913 | |||
PPP Loans [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 | ||||
Gain on paycheck protection program loan forgiveness | $ 2,895 | ||||
Outstanding amount | 2,738 | ||||
Long-term portion of Paycheck Protection Program (PPP) loan | 960 | ||||
Current portion of long term-debt | 1,913 | ||||
Loan forgiveness | $ 2,726 | ||||
Interest payable | $ 34 | ||||
ACB PPP Loan [Member] | |||||
CARES Act Loan [Abstract] | |||||
Face amount of debt | $ 135 | ||||
Gain on paycheck protection program loan forgiveness | $ 2,895 | ||||
Outstanding amount | $ 135 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Sep. 30, 2021 | Sep. 30, 2020 |
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 | Oct. 17, 2017 | Oct. 16, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 01, 2021 | Jul. 31, 2021 |
Series B Convertible Preferred Stock [Abstract] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | ||||||
Dividends paid in cash | $ 766 | $ 675 | ||||||
Accrued dividends | $ 2,427 | $ 1,661 | ||||||
Series B Stock Converted to Common Stock [Member] | ||||||||
Series B Convertible Preferred Stock [Abstract] | ||||||||
Shares converted to common stock (in shares) | 300 | 300 | ||||||
Shares issued from conversion (in shares) | 3,000 | 3,000 | ||||||
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) | 10 | |||||||
Preferred stock, shares outstanding (in shares) | 31 | 31 | ||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Preferred stock, shares authorized (in shares) | 5,700 | 5,700 | ||||||
Series C Cumulative Preferred Stock [Member] | ||||||||
Series B Convertible Preferred Stock [Abstract] | ||||||||
Preferred stock, shares outstanding (in shares) | 19,760 | 19,760 | ||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Preferred stock, dividend rate | 5.00% | 7.00% | 8.00% | 7.00% | ||||
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 | $ 12,907 | $ 11,541 | ||||||
Number of shares repurchased (in shares) | 890 | |||||||
Repurchase price (in dollars per share) | $ 500 | |||||||
Repurchase of preferred stock | $ 445 | |||||||
Aggregate value of preferred stock | $ 600 | $ 325 | ||||||
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 | 30,000 | 20,000 | ||||
Dividends paid in cash | $ 55 | |||||||
Dividends declared | $ 766 | 675 | ||||||
Accrued dividends | $ 2,427 | $ 1,661 | ||||||
Series C Cumulative Preferred Stock [Member] | Private Placement [Member] | ||||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Sale of preferred stock (in shares) | 1,200 | 650 | ||||||
Sale price (in dollars per share) | $ 500 | $ 500 | ||||||
Aggregate value of preferred stock | $ 600 | $ 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, Equity In
STOCKHOLDERS' EQUITY, Equity Incentive Plan (Details) - $ / shares | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 30, 2020 | May 12, 2017 |
Equity Incentive Plan [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
2017 Plan [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Number of shares to be issued under equity incentive plan (in shares) | 100,000 | |||
Amended 2017 Plan [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Number of shares to be issued under equity incentive plan (in shares) | 200,000 |
STOCK-BASED COMPENSATION, Expen
STOCK-BASED COMPENSATION, Expense and Authorized (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 21, 2021 | May 12, 2017 | Oct. 30, 2013 | |
Share-based Compensation [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation [Abstract] | |||||
Stock-based compensation | $ 115 | $ 269 | |||
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 | ||||
Amended 2017 Plan [Member] | |||||
Share-based Compensation [Abstract] | |||||
Options to purchase common stock for issuance (in shares) | 200,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 |
STOCK-BASED COMPENSATION, Assum
STOCK-BASED COMPENSATION, Assumptions (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Indco [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 0.46% | 1.59% |
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 | 103.00% | 101.20% |
Weighted average grant date fair value (in dollars per share) | $ 9.66 | $ 8.59 |
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 | 105.40% | 101.70% |
Weighted average grant date fair value (in dollars per share) | $ 10 | $ 9.03 |
Employee Option Awards [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 0.46% | 1.59% |
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 | 100.30% | 101.20% |
Weighted average grant date fair value (in dollars per share) | $ 6.90 | $ 6.97 |
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 | 105.40% | 101.70% |
Weighted average grant date fair value (in dollars per share) | $ 7.19 | $ 7.33 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Indco's [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 39,013 | |
Granted (in shares) | 6,948 | |
Exercised (in shares) | (7,000) | |
Outstanding, ending balance (in shares) | 38,961 | 39,013 |
Exercisable, ending balance (in shares) | 25,153 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 9.24 | |
Granted (in dollars per share) | 12.29 | |
Exercised (in dollars per share) | 6.48 | |
Outstanding, ending balance (in dollars per share) | 10.28 | $ 9.24 |
Exercisable, ending balance (in dollars per share) | $ 9.42 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years 7 months 13 days | 6 years 9 months 21 days |
Granted | 9 years 6 months | |
Exercisable | 5 years 8 months 4 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 85,450 | |
Granted | 0 | |
Outstanding, ending balance | 78,160 | $ 85,450 |
Exercisable, ending balance | $ 72,250 | |
Share price (in dollars per share) | $ 12.29 | |
Total unrecognized compensation expense | $ 34,000 | |
Accrued compensation cost | 361,000 | 334,000 |
Stock-based compensation | $ 67,000 | $ 70,000 |
Indco's [Member] | Maximum [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Weighted-average vesting period | 2 years | |
Employee Option Awards [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 93,996 | |
Granted (in shares) | 7,500 | |
Exercised (in shares) | (2,502) | |
Outstanding, ending balance (in shares) | 98,994 | 93,996 |
Exercisable, ending balance (in shares) | 83,998 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 5.76 | |
Granted (in dollars per share) | 9 | |
Exercised (in dollars per share) | 8.58 | |
Outstanding, ending balance (in dollars per share) | 5.93 | $ 5.76 |
Exercisable, ending balance (in dollars per share) | $ 5.42 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 4 years 6 months | 5 years 2 months 12 days |
Granted | 9 years 6 months | |
Exercisable | 3 years 9 months 18 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 304,990 | |
Granted | 0 | |
Outstanding, ending balance | 1,689,380 | $ 304,990 |
Exercisable, ending balance | $ 1,476,310 | |
Share price (in dollars per share) | $ 23 | |
Total unrecognized compensation expense | $ 27,000 | |
Weighted-average vesting period | 2 years | |
Non-Employee Option [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 6,053 | |
Exercised (in shares) | (6,053) | |
Outstanding, ending balance (in shares) | 0 | 6,053 |
Exercisable, ending balance (in shares) | 0 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 4.13 | |
Exercised (in dollars per share) | 4.13 | |
Outstanding, ending balance (in dollars per share) | 0 | $ 4.13 |
Exercisable, ending balance (in dollars per share) | $ 0 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 29,480 | |
Outstanding, ending balance | 0 | $ 29,480 |
Exercisable, ending balance | $ 0 | |
Share price (in dollars per share) | $ 23 | |
Total unrecognized compensation expense | $ 0 |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock [Abstract] | ||
Vested restricted stock unissued | $ 0 | $ 147 |
Employee Restricted Stock [Member] | ||
Restricted Stock [Abstract] | ||
Granted in period (in shares) | 0 | |
Vesting period | 3 years | |
Grant date cost to recipient | $ 0 | |
Restricted stock vested and issued (in shares) | 35,000 | |
Vested restricted stock unissued | $ 306 | |
Restricted stock vested but not issued (in shares) | 35,000 | |
Non-Employee Restricted Stock [Member] | ||
Restricted Stock [Abstract] | ||
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, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME PER COMMON SHARE [Abstract] | |||
Net income (loss) | $ 5,203 | $ (1,725) | |
Preferred stock dividends | (766) | (675) | |
Net Income (Loss) Available to Common Stockholders | $ 4,437 | $ (2,400) | |
Common Shares [Abstract] | |||
Basic - weighted average common shares (in shares) | 938,478 | 872,122 | |
Effect of dilutive securities [Abstract] | |||
Stock options (in shares) | 50,700 | 0 | |
Convertible preferred stock (in shares) | 310 | 0 | |
Diluted - weighted average common stock (in shares) | 989,488 | 872,122 | |
Income (Loss) per Common Share - Basic [Abstract] | |||
Net income (loss) (in dollars per share) | $ 5.54 | $ (1.98) | |
Preferred stock dividends (in dollars per share) | (0.81) | (0.77) | |
Non-controlling interest dividends (in dollars per share) | 0 | 0 | |
Net income (loss) attributable to common stockholders (in dollars per share) | 4.73 | (2.75) | |
Income (Loss) per Common Share - Diluted [Abstract] | |||
Net income (loss) (in dollars per share) | 5.26 | (1.98) | |
Preferred stock dividends (in dollars per share) | (0.78) | (0.77) | |
Net income (loss) available to common stockholders (in dollars per share) | $ 4.48 | $ (2.75) | |
Anti-dilutive shares (in shares) | 48,293 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Sep. 30, 2021 | Sep. 30, 2020 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 99,304 | 100,359 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 310 | 310 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 98,994 | 93,996 |
Non-Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 6,053 |
INCOME TAXES, Reconciliation of
INCOME TAXES, Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of Income Tax [Abstract] | ||
Federal taxes at statutory rates | $ 1,295 | $ (468) |
Permanent differences | (600) | 13 |
State and local taxes, net of Federal benefit | 199 | (65) |
Other | 67 | 15 |
Total | $ 961 | $ (505) |
INCOME TAXES, Provisions (Benef
INCOME TAXES, Provisions (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
INCOME TAXES [Abstract] | ||
Current | $ 232 | $ 68 |
Deferred | 729 | (573) |
Total | $ 961 | $ (505) |
INCOME TAXES, Components of Net
INCOME TAXES, Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 508 | $ 1,218 |
Lease liability | 850 | 684 |
Other | (16) | 71 |
Stock based compensation | 360 | 339 |
Total deferred tax assets | 1,702 | 2,312 |
Valuation allowance | 0 | 0 |
Total deferred tax assets net of valuation allowance | 1,702 | 2,312 |
Deferred tax liabilities - depreciation and amortization | 3,124 | 3,151 |
Prepaid expenses | 52 | 52 |
Right of use asset | 825 | 678 |
Total deferred tax liabilities | 4,001 | 3,881 |
Net deferred tax liability | $ (2,299) | $ (1,569) |
INCOME TAXES, Net Operating Los
INCOME TAXES, Net Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 3,123 |
Federal net operating loss carryforwards | 2,080 |
State net operating loss carryforwards | 1,043 |
Accrued interest or penalties | 0 |
Unrecognized interest or penalties recognized | $ 0 |
Open tax years | 2014 2015 2016 2017 2018 2019 |
2033 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 2,080 |
2034 [Member] | |
Operating Loss Carryforwards [Abstract] | |
Operating loss carryforwards | $ 1,043 |
PROFIT SHARING AND 401(K) PLA_2
PROFIT SHARING AND 401(K) PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
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 | $ 288 | $ 196 |
Defined contribution plan, administrative expense | $ 59 | $ 57 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 3 | |
Revenues | $ 146,419 | $ 82,429 |
Forwarding expenses and cost of revenues | 113,986 | 58,908 |
Gross profit | 32,433 | 23,521 |
Selling, general and administrative | 27,362 | 24,290 |
Amortization of intangible assets | 1,120 | 955 |
Income (Loss) from Operations | 3,951 | (1,724) |
Interest expense | 589 | 521 |
Identifiable assets | 115,924 | 63,035 |
Capital expenditures | 234 | 1,297 |
Corporate [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 0 | 0 |
Forwarding expenses and cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative | 3,541 | 2,923 |
Amortization of intangible assets | 1,120 | 955 |
Income (Loss) from Operations | (4,661) | (3,878) |
Interest expense | 22 | 5 |
Identifiable assets | 43,649 | 28,619 |
Capital expenditures | 0 | 0 |
Logistics [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 125,863 | 68,492 |
Forwarding expenses and cost of revenues | 106,139 | 53,397 |
Gross profit | 19,724 | 15,095 |
Selling, general and administrative | 16,656 | 14,992 |
Amortization of intangible assets | 0 | 0 |
Income (Loss) from Operations | 3,068 | 103 |
Interest expense | 294 | 177 |
Identifiable assets | 59,026 | 20,378 |
Capital expenditures | 20 | 106 |
Manufacturing [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 8,564 | 7,319 |
Forwarding expenses and cost of revenues | 3,983 | 3,329 |
Gross profit | 4,581 | 3,990 |
Selling, general and administrative | 2,696 | 2,505 |
Amortization of intangible assets | 0 | 0 |
Income (Loss) from Operations | 1,885 | 1,485 |
Interest expense | 156 | 236 |
Identifiable assets | 3,905 | 3,313 |
Capital expenditures | 40 | 917 |
Life Sciences [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 11,992 | 6,618 |
Forwarding expenses and cost of revenues | 3,864 | 2,182 |
Gross profit | 8,128 | 4,436 |
Selling, general and administrative | 4,469 | 3,870 |
Amortization of intangible assets | 0 | 0 |
Income (Loss) from Operations | 3,659 | 566 |
Interest expense | 117 | 103 |
Identifiable assets | 9,344 | 10,725 |
Capital expenditures | $ 174 | $ 274 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 789 | $ 725 |
Short-term lease cost | 240 | 141 |
Total lease cost | 1,029 | 866 |
Rent expense | 1,029 | 866 |
Right of use assets | 2,936 | 2,621 |
Current portion of operating lease liabilities | 1,281 | 720 |
Long-term lease liabilities | 1,751 | 1,924 |
Increase in operating lease right-of-use assets | $ 1,075 | $ 2,103 |
Weighted-average remaining lease term - operating leases | 2 years 10 months 24 days | 4 years 2 months 12 days |
Weighted-average discount rate - operating leases | 3.89% | 4.60% |
Cash paid for amounts included in the measurement of operating lease obligations | $ 785 | $ 872 |
Future Minimum Lease Commitments under Non-cancellable Operating Leases [Abstract] | ||
2022 | 1,283 | |
2023 | 949 | |
2024 | 618 | |
2025 | 365 | |
Thereafter | 0 | |
Total undiscounted lease payments | 3,215 | |
Less Imputed Interest | (183) | |
Total lease Obligation | $ 3,032 | |
Minimum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 1 month | |
Maximum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 60 months |
FAIR VALUE MEASUREMENTS, Liabil
FAIR VALUE MEASUREMENTS, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Liabilities Measured at Fair Value [Abstract] | ||
Contingent earnout liability, current | $ 1,054 | |
Contingent earnout liability, noncurrent | 2,546 | |
Recurring Basis [Member] | Level 3 [Member] | ||
Liabilities Measured at Fair Value [Abstract] | ||
Contingent earnout liabilities | 3,600 | $ 0 |
Liabilities | $ 3,600 | $ 0 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Contingent Earnout Liabilities Measured at Fair Value on Recurring Basis Utilizing Level 3 Assumptions (Details) - Recurring [Member] - Level 3 [Member] - Contingent Earnout Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Change in contingent consideration measured at fair value recurring basis using significant unobservable inputs (Level 3) [Roll Forward] | ||
Balance at beginning of year | $ 0 | $ 0 |
Fair value of contingent consideration recorded in connection with business combinations | 3,600 | 0 |
Change in fair value of contingent consideration | 0 | 0 |
Balance at end of year | $ 3,600 | $ 0 |
RISK AND UNCERTAINTIES (Details
RISK AND UNCERTAINTIES (Details) - Logistics [Member] - Expedited Logistics and Freight Services, LLC [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Commercial Trucking [Member] | |
Auto Insurance [Abstract] | |
Auto liability insurance | $ 6,000 |
General Liability [Member] | |
Auto Insurance [Abstract] | |
Auto liability insurance | $ 6,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Sep. 30, 2021 |
Future Minimum Lease Payments under the Operating Lease [Abstract] | ||
2022 | $ 1,283 | |
2023 | 949 | |
2024 | 618 | |
2025 | 365 | |
Total undiscounted lease payments | $ 3,215 | |
Subsequent Event [Member] | ||
Future Minimum Lease Payments under the Operating Lease [Abstract] | ||
2022 | $ 514 | |
2023 | 581 | |
2024 | 593 | |
2025 | 605 | |
2026 | 617 | |
Thereafter | 1,325 | |
Total undiscounted lease payments | $ 4,235 |