Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 09, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2022 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2022 | ||
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 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,495,393 | ||
Entity Common Stock, Shares Outstanding | 1,186,354 | ||
Auditor Firm ID | 273 | ||
Auditor Name | Prager Metis CPAs, LLC | ||
Auditor Location | New Jersey |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Current Assets: | ||
Cash | $ 6,591 | $ 6,234 |
Accounts receivable, net of allowance for doubtful accounts | 57,077 | 52,312 |
Inventory, net | 4,802 | 3,227 |
Prepaid expenses and other current assets | 3,423 | 3,002 |
Total current assets | 71,893 | 64,775 |
Property and Equipment, net | 5,044 | 4,977 |
Other Assets: | ||
Intangible assets, net | 22,420 | 24,173 |
Goodwill | 18,622 | 18,486 |
Investment in Rubicon at fair value | 2,371 | 0 |
Operating lease right of use asset | 5,660 | 2,936 |
Security deposits and other long-term assets | 522 | 577 |
Total other assets | 49,595 | 46,172 |
Total assets | 126,532 | 115,924 |
Current Liabilities: | ||
Line of credit | 26,396 | 29,637 |
Accounts payable - trade | 44,960 | 37,243 |
Accrued expenses and other current liabilities | 7,194 | 6,311 |
Dividends payable | 1,745 | 2,427 |
Current portion of earnout | 1,664 | 1,054 |
Current portion of long-term debt | 639 | 868 |
Current portion of deferred acquisition payments | 188 | 188 |
Current portion of subordinated promissory note-related party | 425 | 550 |
Current portion of operating lease liabilities | 1,825 | 1,281 |
Total current liabilities | 85,036 | 79,559 |
Other Liabilities: | ||
Long-term debt | 7,519 | 4,744 |
Long-term portion of earnout | 2,916 | 2,546 |
Subordinated promissory notes-related party | 5,382 | 5,525 |
Long-term portion of deferred acquisition payments | 0 | 183 |
Mandatorily redeemable non-controlling interest | 430 | 783 |
Deferred income taxes | 2,541 | 2,299 |
Long-term operating lease liabilities | 4,001 | 1,751 |
Other liabilities | 380 | 415 |
Total other liabilities | 23,169 | 18,246 |
Total liabilities | 108,205 | 97,805 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 1,206,354 issued and 1,186,354 outstanding as of September 30, 2022, and 962,207 issued and 942,207 outstanding as of September 30, 2021, respectively | 1 | 1 |
Paid-in capital | 17,184 | 14,838 |
Common Treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated earnings | 1,382 | 3,520 |
Total stockholders' equity | 18,327 | 18,119 |
Total liabilities and stockholders' equity | 126,532 | 115,924 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series C [Member] | ||
Current Liabilities: | ||
Dividends payable | 1,745 | 2,427 |
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
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) | 1,206,354 | 962,207 |
Common stock, shares outstanding (in shares) | 1,186,354 | 942,207 |
Treasury Stock, at cost (in shares) | 20,000 | 20,000 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 5,700 | 5,700 |
Preferred Stock, shares issued (in shares) | 0 | 31 |
Preferred stock, shares outstanding (in shares) | 0 | 31 |
Series C [Member] | ||
Stockholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 |
Preferred Stock, shares issued (in shares) | 11,368 | 20,960 |
Preferred stock, shares outstanding (in shares) | 11,368 | 20,960 |
Preferred stock, liquidation value | $ 7,429 | $ 12,907 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 316,863 | $ 146,419 |
Forwarding expenses and cost of revenue | 250,666 | 113,986 |
Gross profit | 66,197 | 32,433 |
Cost and Expenses: | ||
Selling, general and administrative | 54,723 | 27,362 |
Amortization of intangible assets | 1,976 | 1,120 |
Total Costs and Expenses | 56,699 | 28,482 |
Income from Operations | 9,498 | 3,951 |
Other Items: | ||
Interest expense | (1,276) | (589) |
Gain on Paycheck Protection Program loan forgiveness | 0 | 2,895 |
Fair value adjustments to Rubicon investment (net of dividends) | (7,601) | 0 |
Change in fair value of earnout | (980) | 0 |
Change in fair value of mandatorily redeemable non-controlling interest | 411 | (93) |
Income Before Income Taxes | 52 | 6,164 |
Income tax expense | (2,190) | (961) |
Net (Loss) Income | (2,138) | 5,203 |
Preferred stock dividends | (586) | (766) |
Non-controlling interest dividends | (404) | 0 |
Net (Loss) Income Available to Common Stockholders | $ (3,128) | $ 4,437 |
Net (loss) Income per share | ||
Basic (in dollars per share) | $ (2.07) | $ 5.54 |
Diluted (in dollars per share) | (2.07) | 5.26 |
Net income (loss) per share attributable to common stockholders: | ||
Basic (in dollars per share) | (3.03) | 4.73 |
Diluted (in dollars per share) | $ (3.03) | $ 4.48 |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 1,030,800 | 938,500 |
Diluted (in shares) | 1,030,800 | 989,500 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member] Series C [Member] | Preferred Stock [Member] Series B [Member] | Common Stock [Member] | Common Stock [Member] Series C [Member] | Common Stock [Member] Series B [Member] | Paid-in Capital [Member] | Paid-in Capital [Member] Series C [Member] | Paid-in Capital [Member] Series B [Member] | Common Treasury Stock [Member] | Accumulated Earnings (Deficit) [Member] | Accumulated Earnings (Deficit) [Member] Series C [Member] | Accumulated Earnings (Deficit) [Member] Series B [Member] | Total | Series C [Member] | Series B [Member] |
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 to preferred stockholders | 0 | 0 | 0 | (766) | ||||||||||||
Dividends to preferred stockholders | (766) | |||||||||||||||
Dividends to non-controlling interest | 0 | |||||||||||||||
Preferred shares purchases | $ 0 | $ 0 | $ 600 | $ 0 | $ 600 | |||||||||||
Preferred shares purchases (in shares) | 0 | 0 | ||||||||||||||
Shares sold | $ 0 | 0 | 0 | 0 | ||||||||||||
Shares sold (in shares) | 1,200 | |||||||||||||||
Preferred shares converted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Preferred shares converted (in shares) | 0 | 0 | ||||||||||||||
Restricted stock issued | $ 0 | $ 0 | 305 | 0 | 305 | |||||||||||
Restricted stock issued (in shares) | 0 | 35,000 | ||||||||||||||
Stock based compensation | $ 0 | $ 0 | 48 | 0 | 48 | |||||||||||
Stock based compensation (in shares) | 0 | 0 | ||||||||||||||
Stock options exercise | $ 0 | $ 0 | 47 | 0 | 47 | |||||||||||
Stock options exercise (in shares) | 0 | 8,555 | ||||||||||||||
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 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net (Loss) Income | $ 0 | $ 0 | 0 | $ 0 | (2,138) | (2,138) | ||||||||||
Dividends to preferred stockholders | 0 | 0 | 0 | (586) | ||||||||||||
Dividends to preferred stockholders | (586) | |||||||||||||||
Dividends to non-controlling interest | 0 | 0 | 0 | (404) | ||||||||||||
Dividends to non-controlling interest | (404) | |||||||||||||||
Preferred shares purchases | $ 0 | $ 0 | ||||||||||||||
Preferred shares purchases | (1,731) | (1,731) | ||||||||||||||
Preferred shares purchases (in shares) | (4,687) | 0 | ||||||||||||||
Shares sold | $ 0 | 4,000 | 0 | 4,000 | ||||||||||||
Shares sold (in shares) | 88,888 | |||||||||||||||
Preferred shares converted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Preferred shares converted (in shares) | (4,905) | (31) | 65,205 | 306 | ||||||||||||
Stock based compensation | $ 0 | $ 0 | 790 | 0 | 790 | |||||||||||
Stock based compensation (in shares) | 0 | 15,000 | ||||||||||||||
Stock options exercise | $ 0 | $ 0 | 277 | 0 | 277 | |||||||||||
Stock options exercise (in shares) | 0 | 74,748 | ||||||||||||||
Balance at Sep. 30, 2022 | $ 0 | $ 1 | $ 17,184 | $ (240) | $ 1,382 | $ 18,327 | ||||||||||
Balance (in shares) at Sep. 30, 2022 | 11,368 | 1,206,354 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | $ (2,138) | $ 5,203 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Provision for (recovery of) uncollectible accounts | 1,142 | 70 |
Depreciation | 484 | 371 |
Deferred income provision | 242 | 730 |
Amortization of intangible assets | 1,976 | 1,120 |
Amortization of acquired inventory valuation | 492 | 708 |
Amortization of loan costs | 9 | 9 |
Stock based compensation | 832 | 115 |
Unrealized loss on fair value adjustment to Rubicon investment (net of dividend) | 7,601 | 0 |
Change in fair value of earnout | 980 | 0 |
Change in fair value of mandatorily redeemable non-controlling interest | (353) | 179 |
Gain on Paycheck Protection Program loan forgiveness | 0 | (2,895) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (5,874) | (20,698) |
Inventory | (1,503) | (43) |
Prepaid expenses and other current assets | (421) | (1,475) |
Security deposits and other long-term assets | 55 | 14 |
Accounts payable and accrued expenses | 8,546 | 16,292 |
Other liabilities | 37 | 99 |
Net cash provided by (used in) operating activities | 12,107 | (201) |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment, net of disposals | (551) | (234) |
Investment in Rubicon (net of dividend) | (9,972) | 0 |
Acquisitions | (946) | (15,874) |
Net cash used in investing activities | (11,469) | (16,108) |
Cash Flows From Financing Activities: | ||
Dividends paid to preferred stockholders | (657) | 0 |
Dividends paid to minority shareholders | (404) | 0 |
Borrowings (repayments) of term loan | 2,538 | (1,673) |
Proceeds from stock options exercise | 277 | 46 |
Line of credit, (payments) proceeds, net | (3,241) | 21,191 |
Repurchase of Series C Preferred Stock | (2,343) | 0 |
Restricted Stock Issued | 0 | 305 |
Proceeds from sale of Series C Preferred Stock | 0 | 600 |
Proceeds from Private Placement | 4,000 | 0 |
Repayment of subordinated promissory note-related party | (451) | (1,275) |
Net cash (used in) provided by financing activities | (281) | 19,194 |
Net increase in cash | 357 | 2,885 |
Cash at beginning of the period | 6,234 | 3,349 |
Cash at end of period | 6,591 | 6,234 |
Cash paid during the period for: | ||
Interest | 882 | 418 |
Income taxes | 1,883 | 82 |
Non-cash investing activities: | ||
Contingent earn-out acquisition | 0 | 3,600 |
Subordinated Promissory notes of ELFS | 0 | 4,837 |
Subordinated Promissory notes of ICT | 0 | 1,791 |
Due to former ECM owner | 250 | 0 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | $ 586 | $ 766 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Business description Janel is a holding company with subsidiaries in three business segments: Logistics, Life Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel’s capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent. Management at the holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power. Logistics The Company’s Logistics segment is comprised of several wholly-owned subsidiaries. The 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. 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 August 15, 2022, the Company completed a business combination whereby it acquired all of the membership interests of ECM Biosciences LLC, which we include in our Life Sciences segment. 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. 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. Recent Investment On August 19, 2022, the Company acquired 1,108,000 shares (the “Acquired Shares”) of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Acquired Shares represented 44.99% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. Rubicon is a vertically integrated, advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. Rubicon uses proprietary crystal growth technology to produce high-quality sapphire products to meet customers exacting specifications. 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 90.23%, 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, 2022 and September 30, 2021 was $1,547 and $812, 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 Sciences business. The products of the Life Sciences 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. 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, 2022 and 2021. 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, 2022 and 2021. Equity-Method Investments The Company has determined that its investment in Rubicon is subject to the equity method of accounting, and the Company has elected the fair value option under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825-10, Financial Instruments (“ASC 825-10”) to account for the equity method investment. In accordance with ASC 825-10, the Company will present its equity method investment in Rubicon at fair value each reporting period with changes in fair value and dividends received from Rubicon recorded to income from investment in unconsolidated affiliate on the Company’s statements of operations. See Note 17 for further information about the Company’s investment in Rubicon’s equity securities accounted for under the fair value option. Business segment information The Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance 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, trucking, air freight, custom brokerage and other. A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2022 and 2021 was as follows: Year Ended September 30, Service Type 2022 2021 Ocean freight $ 123,989 $ 61,436 Trucking 95,333 22,198 Air freight 48,312 26,970 Custom brokerage 12,518 14,424 Other 15,191 835 Total $ 295,343 $ 125,863 Life Sciences and Manufacturing 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 from the Company’s Manufacturing segment, which is comprised of Indco, a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries, are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Revenues for Life Sciences and Manufacturing are recognized when products are shipped, 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. 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. 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 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, 2022, the holders had not exercised their redemption rights. On December 13, 2021, two minority owners of Indco exercised 7,000 and 3,372 options to purchase Indco’s common stock at an exercise price of $6.48 and $12.07 for an aggregate purchase price of $45 and $41, respectively. Indco issued related party promissory notes in the amount of $45 and $41, respectively, which bear interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2024. 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. These notes are included in security deposits and other long-term assets. The fair value of the shares issued of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.77% and 9.32% as of September 30, 2022 and 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, 2022 amounted to $353. 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 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), and ASU No. 2021-01, “Reference Rate Reform: Scope” (“ASU 2021-01”), respectively. Together, ASU 2020-04 and ASU 2021-01 provide temporary optional expedients and exceptions for the application of U.S. GAAP, if certain criteria are met, to contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates, towards new reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. We are currently evaluating the effect that the new guidance will have on our financial position, results of operations and related disclosures. 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) |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS 2022 Acquisitions Life Sciences On August 15, 2022, the Company completed a business combination whereby it acquired all of the membership interests of ECM Biosciences LLC (“ECM”), for $850, net of $16 cash received. At closing, the former member of ECM was paid $600 in cash and an additional $250 was due to the former member which is included in accrued expenses and other current liabilities. In connection with the combination, the Company recorded an aggregate of $24 in goodwill and $222 in other identifiable intangibles. This acquisition was funded with cash provided by normal operations. 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 acquisition did not have a significant impact on Janel’s consolidated results of operations individually or in aggregate. 2021 Acquisitions Logistics On September 21, 2021, the Company completed the acquisition of all of the membership interests of 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. Upon the closing of the transaction, the former members of ELFS were paid $13,000 in cash and were issued an aggregate amount of $6,000 in subordinated promissory notes. Refer to Note 8 to the Condensed Consolidated Financial Statements for ELFS subordinated promissory notes information. The ELFS acquisition was funded with cash provided by normal operations, borrowings under the Amended Loan and Security Agreement (the “Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) dated September 21, 2021, as well as subordinated promissory notes issued to the former members of ELFS. This acquisition was completed to expand our product offerings in our Logistics segment. The preliminary fair value of the consideration transferred of $21,437 was valued a of the date of the acquisition as follows: cash - $13,000; earnout payments - $3,600; and subordinated promissory notes - $4,837 (preliminary net of working capital adjustment of $1,163). In March 2022, the fair value of the consideration transferred was adjusted to $21,700, and the fair value of the subordinated promissory notes was adjusted to $5,100, in each case due to a change in the net working capital adjustment of $263. ELFS provides a variety of logistics 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 . Fair Value Accounts Receivable $ 11,017 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 2,643 Intangible assets 10,000 Accounts payable (2,399 ) Current portion of operating lease liabilities (445 ) Accrued expenses and other current liabilities (2,194 ) Long-term operating lease liabilities (456 ) Total Consideration Paid $ 21,700 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 assuming the acquisition of ELFS was made on October 1, 2020 (in thousands). 2021 Revenues $ 199,017 Forwarding expense 158,859 Gross profit 40,158 Selling, general and administrative expenses 34,011 Income from operations $ 6,147 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, 2020, 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 W. R. Zanes, 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. 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. The acquisition of ICT was completed to expand our product offerings in our Life Sciences segment. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Life Building and improvements $ 3,076 $ 3,065 12-30 years Land and improvements 1,385 1,286 Indefinite Furniture and Fixture 298 298 3-7 years Computer Equipment 907 684 3-5 years Machinery & Equipment 1,357 1,253 3-15 years Leasehold Improvements 137 109 3-5 years 7,160 6,695 Less Accumulated Depreciation (2,116 ) (1,718 ) $ 5,044 $ 4,977 Depreciation expense for the fiscal year ended September 30, 2022 and 2021 was $484 and $371, respectively. |
INVENTORY
INVENTORY | 12 Months Ended |
Sep. 30, 2022 | |
INVENTORY [Abstract] | |
INVENTORY | 4. INVENTORY Inventories consisted of the following (in thousands): Year End September 30, 2022 2021 Finished goods $ 1,823 $ 919 Work-in-process 763 968 Raw materials 2,260 1,365 Gross inventory 4,846 3,252 Less – reserve for inventory valuation (44 ) (25 ) Inventory net $ 4,802 $ 3,227 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Life Customer relationships $ 23,625 $ 23,482 12-24 Years Trademarks/names 4,539 4,490 1-20 Years Trademarks/names 521 521 Indefinite Other 1,180 1,149 2-22 Years 29,865 29,642 Less: Accumulated Depreciation (7,445 ) (5,469 ) $ 22,420 $ 24,173 The composition of the intangible assets balance at September 30, 2022 and 2021 is as follows (in thousands) September 30, 2022 2021 Logistics $ 18,174 $ 18,174 Life Sciences 3,991 3,768 Manufacturing 7,700 7,700 29,865 29,642 Less: Accumulated Depreciation (7,445 ) (5,469 ) $ 22,420 $ 24,173 Amortization expense of intangible assets for the year ended September 30, 2022 and 2021 was $1,976 and $1,120, respectively. The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2023 $ 1,941 Fiscal Year 2024 1,915 Fiscal Year 2025 1,912 Fiscal Year 2026 1,912 Fiscal Year 2027 1,892 Thereafter 12,327 $ 21,899 |
GOODWILL
GOODWILL | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL [Abstract] | |
GOODWILL | 6. GOODWILL The Company’s goodwill carrying amounts relate to the acquisitions in the Logistics, Life Sciences and Manufacturing businesses. The composition of the goodwill balance at September 30, 2022 and 2021 is as follows (in thousands) September 30, 2022 2021 Logistics $ 9,175 $ 9,063 Life Sciences 4,401 4,377 Manufacturing 5,046 5,046 Total $ 18,622 $ 18,486 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 12 Months Ended |
Sep. 30, 2022 | |
NOTES PAYABLE - BANKS [Abstract] | |
NOTES PAYABLE - BANKS | 7. NOTES PAYABLE - BANKS (A) Santander Bank Facility On October 17, 2017, Janel Group (“Janel Group”), a wholly-owned subsidiary of the Company, and its subsidiaries, 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. The borrowers’ obligations under the Santander Facility are secured by all of the assets of the borrowers, and the Santander Loan Agreement contains customary terms and covenants. On September 21, 2021, the Santander Loan Agreement was amended and restated by the Amended and Restated Loan and Security Agreement by and among Janel Group and Janel Group’s wholly-owned subsidiaries, ELFS and ELFS Brokerage, LLC, as borrowers (the “Borrowers”), the Company and Expedited Logistics and Freight services, LLC, an Oklahoma limited liability company and wholly-owned subsidiary of Janel Group, as loan party obligors, and Santander. As amended and restated , from $17,000 to $30,000 (limited to 85% of the borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Loan Agreement), interest accrued 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; the Company was provided the option of making distributions September 21, 2026 On March 31, 2022, the Santander Loan Agreement was amended to provide for, among other changes: (i) the maximum revolving facility amount available was increased from $30,000 to $31,500 (limited to 85% of the Borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement) ; (ii) the LIBOR basis on which interest under the Santander Loan Agreement was calculated was changed to the Secured Overnight Financing Rate (“SOFR”) and interest on the Santander Facility accrues at an annual rate equal to the one-month SOFR plus 2.75%; (iii) a one-time increase from $1,000 to $3,000 in the amount the Company was permitted to distribute to holders of the Company’s Series C Preferred Stock if specified conditions are met; and (iv) the amount of indebtedness of the Company’s Antibodies Incorporated subsidiary which the Company was permitted to guaranty was increased from $2,920 to $5,000. On July 13, 2022, the Santander Loan Agreement was further amended by the Consent, Waiver and Second Amendment (the “Second Santander Amendment”) to (i) increase the maximum revolving facility amount available to $35,000 (limited to 85% of the Borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement), and (ii) provide for a new bridge term loan to the Company in the principal amount of up to $12,000 (the “Bridge Facility”) to be funded in connection with the acquisition by the Company of up to 45% of the outstanding shares of Rubicon (the “Rubicon Transaction”), subject to the satisfaction of certain customary limited conditions. The Bridge Facility was drawn on August 18, 2022 and matured on the earlier to occur of (i) twenty (20) business days following the funding of the Bridge Facility and (ii) the date of funding of the dividend to be paid by Rubicon in connection with the Rubicon Transaction. The Company repaid the Bridge Facility in full on August 30, 2022. The Second Santander Amendment also contained a one-time waiver and consent to (a) the consummation of the Rubicon Transaction, and (b) a dividend of $2,500 to be paid by Janel Group to the Company. At September 30, 2022, outstanding borrowings under the Santander Facility were $26,396, representing 75.4% of the $35,000 available thereunder, and interest was accruing at an effective interest rate of 5.79%. 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%. The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both September 30, 2022 and September 30, 2021. (B) First Merchants Bank Credit Facility On March 21, 2016, Indco entered into a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank (“First Merchant”), as amended On August 1, 2022, Indco and First Merchants entered into Amendment No. 3 to the First Merchants Credit Agreement, modifying the terms of Indco’s credit facilities. Under the revised terms, the credit facilities consist of a $5,500 term loan, a $1,000 (limited to the borrowing base and reserves) revolving loan, and the continuation of a mortgage loan in the original principal amount of “First Merchants Facility” As of September 30, 2022, there were no outstanding borrowings under the revolving loan, $5,420 of borrowings under the term loan, and $631 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 6.63% and 4.19%, respectively. 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. Indco was in compliance with the financial covenants define d in the First Merchants Credit Agreement at both September 30, 2022 and September 30, 2021 (in thousands). September 30, 2022 2021 Total Debt * $ 6,051 $ 3,368 Less Current Portion (574 ) (809 ) Long-term Portion $ 5,477 $ 2,559 * Note: Term Loan is due in monthly installments of $46 plus monthly interest, at SOFR 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 2023 $ 574 Fiscal Year 2024 575 Fiscal Year 2025 1,133 Fiscal Year 2026 550 Fiscal Year 2027 3,219 $ 6,051 (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, term loan (“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 $750 revolving credit facility with First Northern which currently bears interest at a variable index rate, currently 7.75% and matures on November 10, 2023 (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”), . Antibodies’ obligations to First Northern are secured by Antibodies’ real property and are guaranteed by Janel As of September 30, 2022, the total amount outstanding under the First Northern Term Loan was $2,084, of which $2,027 is included in long-term debt and $57 is included in the current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%. As of September 30, 2022, the total amount outstanding under the First Northern Solar Loan was $23, of which $15 is included in long-term debt and $8 is included in the current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. 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 the 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 the current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. September 30, 2022 2021 (in thousands) Total Debt * $ 2,107 $ 2,244 Less Current Portion (65 ) (59 ) Long-term Portion $ 2,042 $ 2,185 * 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 2023 $ 66 Fiscal Year 2024 68 Fiscal Year 2025 70 Fiscal Year 2026 66 Fiscal Year 2027 69 Thereafter 1,768 $ 2,107 The Company was in compliance with the financial covenants defined in the First Northern Loan Agreement at September 30, 2022 and September 30, 2021. |
SUBORDINATED PROMISSORY NOTES -
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 12 Months Ended |
Sep. 30, 2022 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 8. SUBORDINATED PROMISSORY NOTES – RELATED PARTY Aves Labs, Inc., a wholly-owned subsidiary of the Company, is the obligor on a fixed 0.5% subordinated promissory note in the amount of $1,850 (the “ICT Subordinated Promissory Note”) issued to the former owner of ImmunoChemistry Technologies, LLC, in connection with a business combination whereby the Company acquired all of the membership interests of ICT. The ICT Subordinated Promissory Note is payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021, matures on December 4, 2024 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 Company’s 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 Santander, First Merchants and the First Northern. As of September 30, 2022, the amount outstanding under the ICT Subordinated Promissory Note was $707, of which $425 is included in the current portion of subordinated promissory notes and $282 is included in the long-term portion of subordinated promissory notes. As of September 30, 2021, the amount outstanding under 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 fixed 4% subordinated promissory notes totaling $6,000 in the aggregate (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 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. In June 2022, the principal amount of the ELFS Subordinated Promissory Notes was adjusted to $5,100 due to a revised working capital adjustment of $900. As of September 30, 2022 and September 30, 2021, the amount outstanding under the ELFS Subordinated Promissory Notes was $5,100 and $4,837, respectively, and was included in the long-term portion of subordinated promissory notes. September 30, 2022 2021 (in thousands) Total subordinated promissory notes $ 5,807 $ 6,075 Less current portion of subordinated promissory notes (425 ) (550 ) Long term portion of subordinated promissory notes $ 5,382 $ 5,525 These obligations mature as follows (in thousands): Total Fiscal Year 2023 $ 395 Fiscal Year 2024 1,957 Fiscal Year 2025 1,755 Fiscal Year 2026 1,700 Total $ 5,807 |
SBA PAYCHECK PROTECTION PROGRAM
SBA PAYCHECK PROTECTION PROGRAM LOANS | 12 Months Ended |
Sep. 30, 2022 | |
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. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY (in thousands, except share per share data) 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) Common Stock On August 10, 2022, the Company issued 88,888 shares of its common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $45 per share (the closing sale price per share of Common Stock on August 9, 2022 as reported on the Pink tier of the OTC market, or an aggregate purchase price of $4,000. The shares were sold to accredited investors in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. (B) 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 Common Stock at any time on a one- share (of Series B Stock) for ten-shares (of Common Stock) basis. The Company had 31 shares of Series B Stock outstanding as of September 30, 2021. On March 31, 2022, the Company, on behalf of two holders, converted the remaining 31 shares of Series B Stock into 306 shares of the Company’s Common Stock. On March 31, 2022, the Company submitted for filing to the Nevada Secretary of State a Certificate, Amendment or Withdrawal of Designation withdrawing the Company’s Series B Convertible Preferred Stock from the Company’s Articles of Incorporation. As of September 30, 2022, the Company had no shares of Series B Stock outstanding. 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 $500, 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 to the Company’s Certificate of Incorporation on March 31, 2022, 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 will increase by 1% beginning on January 1, 2024. 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, 2022 and 2021 was 5% and 8%, respectively . In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued but unpaid dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued but unpaid dividends thereon. The liquidation value of Series C Stock was $7,429 and $12,907 as of September 30, 2022 and September 30, 2021, respectively. On March 31, 2022, the Company purchased 4,687 shares of the Series C Stock from two holders at a purchase price of $500 per share plus accrued dividends, or an aggregate of $3,000, and exchanged 4,905 shares of Series C Stock plus accrued dividends from one holder, for the issuance of 65,205 shares of the Company’s Common Stock valued at $47.00 per share of Common Stock (the closing price for the Common Stock on March 30, 2022), or a total value of $3,065. As a result of these transactions, the number of issued and outstanding shares of Series C Stock was reduced from 20,960 shares to 11,368 shares. 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. Such shares issued on March 31, 2022 and September 30, 2021, 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, 2022 and 2021, the Company declared dividends on Series C Stock of $586 and $766, respectively. At September 30, 2022 and 2021, the Company had accrued dividends of $1,745 and $2,427, respectively. (C) Equity Incentive Plan On May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to shares of the Company’s common stock may be granted to directors, officers, employees of and consultants to the Company. 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, 2022 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION (in thousands, except share per share data) 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 September 21, 2021, the board of directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended and Restated Plan”), which amended and restated the prior 2017 plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company’s Common Stock may be granted to directors, officers, employees of and consultants to the Company and its subsidiaries. The Amended and Restated Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended and Restated 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 and Restated Plan are in the discretion of the Company’s Compensation Committee. Total stock-based compensation for the fiscal year ended September 30, 2022 and 2021 amounted to $832 and $115, 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: 2022 2021 Risk-free interest rate 1.10 % 0.46 % Expected option term in years 5.5 - 6.5 5.5 - 6.5 Expected volatility 100.3% - 110.3 % 100.3% - 105.4 % Dividend yield — % — % Weighted average grant date fair value $ 5.57 - $6.66 $ 6.90 - $7.19 Options for Employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance September 30, 2021 98,994 $ 5.93 4.5 $ 1,689.38 Granted 10,000 $ 23.00 9.0 $ — Exercised (78,001 ) $ 5.44 — $ — Outstanding balance at September 30, 2022 30,993 $ 12.68 6.8 $ 1,251.45 Exercisable at September 30, 2022 13,497 $ 7.08 4.6 $ 620.53 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, 2022 of $53.06 per share and the exercise price of the stock options that had strike prices below such closing price. As of September 30, 2022, there was approximately $133 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. Liability classified share-based awards During the fiscal year ended September 30, 2022, 7,018 options were granted and 10,372 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: 2022 2021 Risk-free interest rate 1.10 % 0.46 % Expected option term in years 5.5 - 6.5 5.5 - 6.5 Expected volatility 39 % 35 % Dividend yield — % — % Grant date fair value $ 17.60 - $19.07 $ 9.66 - $10.00 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2021 38,961 $ 10.28 6.62 $ 78.16 Granted 7,018 $ 17.16 9.25 $ — Exercised (10,372 ) $ 8.30 — $ — Outstanding balance at September 30, 2022 35,607 $ 12.22 6.67 $ 175.98 Exercisable at September 30, 2022 21,663 $ 10.72 5.75 $ 139.47 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, 2022 of $17.16 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 $311 and $361 as of September 30, 2022 and September 30, 2021, respectively, and is included in other liabilities in the condensed consolidated financial statement. The compensation cost related to these options was approximately $42 and $67 for the fiscal years ended September 30, 2022 and September 30, 2021, 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. As of September 30, 2022, there was approximately $39 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 On March 30, 2022, the Board of Directors of the Company approved an equity grant of 15,000 shares of restricted stock to an employee of the Company pursuant to the Company’s Amended and Restated Plan, vesting immediately. The compensation cost related to this award was approximately $705 for the year ended September 30, 2022 and was included in selling, general and administrative expense in the Company’s statements of operations. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 (in thousands, except share and per share data): Year Ended September 30, 2022 2021 (Loss) Income: Net (loss) income $ (2,138 ) $ 5,203 Preferred stock dividends (586 ) (766 ) Non-controlling interest dividends (404 ) — Net (loss) income available to common stockholders $ (3,128 ) $ 4,437 Common Shares: Basic - weighted average common shares 1,030.8 938.5 Effect of dilutive stock options — 51 Diluted - weighted average common stock 1,030.8 989.5 (Loss) Income per Common Share: Basic - Net (loss) income $ (2.07 ) $ 5.54 Preferred stock dividends (0.57 ) (0.81 ) Non-controlling interest dividends (0.39 ) — Net (loss) income attributable to common stockholders $ (3.03 ) $ 4.73 Diluted - Net (loss) income $ (2.07 ) $ 5.26 Preferred stock dividends (0.57 ) (0.78 ) Non-controlling interest dividends (0.39 ) — Net (loss) income available to common stockholders $ (3.03 ) $ 4.48 The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive. There were 48,293 anti-dilutive shares for the fiscal years ended September 30, 2022 and Potentially diluted securities as of September 30, 2022 and 2021 are as follows: September 30, 2022 2021 Employee stock options (Note 11) 30,993 98,994 Convertible preferred stock — 310 30,993 99,304 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows (in thousands): Year Ended September 30, 2022 2021 Federal taxes at statutory rates $ 11 $ 1,295 Permanent differences 1,477 (600 ) State and local taxes, net of Federal benefit 702 199 Other — 67 Total $ 2,190 $ 961 The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2022 2021 Current $ 1,948 $ 232 Deferred 242 729 Total $ 2,190 $ 961 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2022 2021 Deferred tax assets - net operating loss carryforwards $ — $ 508 Lease liability 1,755 850 Other 690 (16 ) Stock based compensation 406 360 Total deferred tax assets 2,851 1,702 Valuation allowance — — Total deferred tax assets net of valuation allowance 2,851 1,702 Deferred tax liabilities - depreciation and amortization 3,648 3,124 Prepaid expenses 1,706 52 Right of use asset 38 825 Total deferred tax liabilities 5,392 4,001 Net deferred tax liability $ (2,541 ) $ (2,299 ) The Company has no net operating loss carryforwards for income tax purposes as of September 30, 2022. The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 30, 2022, 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. 2017 through 2021 On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate minimum tax rate applied to certain large corporations and a 1% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements. |
PROFIT SHARING AND 401(K) PLANS
PROFIT SHARING AND 401(K) PLANS | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 were $379 and $288, respectively. The administrative expense charged to operations for the years ended September 30, 2022 and 2021 aggregated $64 and $59, respectively. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2022 | |
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, Life Sciences and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. 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, 2022 and 2021: For the year ended September 30, 2022 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 316,863 $ 295,343 $ 11,625 $ 9,895 $ — Forwarding expenses and cost of revenues 250,666 242,946 2,933 4,787 — Gross profit 66,197 52,397 8,692 5,108 — Selling, general and administrative 54,723 40,075 5,421 3,095 6,132 Amortization of intangible assets 1,976 — — — 1,976 Income (loss) from operations 9,498 12,322 3,271 2,013 (8,108 ) Interest expense 1,276 988 123 146 19 Identifiable assets 126,532 64,630 10,884 4,324 46,694 Capital expenditures, net of disposals $ 551 $ 300 $ 198 $ 53 $ — For the year ended September 30, 2021 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 146,419 $ 125,863 $ 11,992 $ 8,564 $ — Forwarding expenses and cost of revenues 113,986 106,139 3,864 3,983 — Gross profit 32,433 19,724 8,128 4,581 — Selling, general and administrative 27,362 16,656 4,469 2,696 3,541 Amortization of intangible assets 1,120 — — — 1,120 Income (loss) from operations 3,951 3,068 3,659 1,885 (4,661 ) Interest expense 589 294 117 156 22 Identifiable assets 115,924 59,026 9,344 3,905 43,649 Capital expenditures, net of disposals $ 234 $ 20 $ 174 $ 40 $ — Goodwill and intangible assets are recorded at the Corporate level and are included in identifiable assets. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
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 30, 2022, the remaining terms of the Company’s operating leases were between one The components of lease cost for the years ended September 30, 2022 and 2021 are as follows: 2022 2021 Operating lease cost $ 1,869 $ 789 Short-term lease cost 353 240 T otal lease cost $ 2,222 $ 1,029 Rent expense for the year ended September 30, 2022 and 2021 was $2,222 and $1,029, 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, 2022 were $5,660, $1,825 and $4,001, 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. During the twelve months ended September 30, 2022 and 2021, the Company entered into new operating leases and recorded an additional $4,397 and $ 1,075, respectively in operating lease right of use assets and corresponding lease liabilities. As of September 30, 2022 and 2021, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 4.6 years and 3.05% and 2.9 years and 3.89% respectively. Cash paid for amounts included in the measurement of operating lease obligations were $1,797 and $785 for the twelve months ended September 30, 2022 and 2021. Future minimum lease payments under non-cancelable operating leases as of September 30, 2022 are as follows (in thousands) Year End September 30, 2022 Fiscal Year 2023 $ 1,793 Fiscal Year 2024 1,425 Fiscal Year 2025 1,066 Fiscal Year 2026 617 Fiscal Year 2027 629 Thereafter 696 Total undiscounted loan payments 6,226 Less imputed interest (400 ) Total lease obligation $ 5,826 |
RUBICON INVESTMENT
RUBICON INVESTMENT | 12 Months Ended |
Sep. 30, 2022 | |
RUBICON INVESTMENT [Abstract] | |
RUBICON INVESTMENT | 17. RUBICON INVESTMENT (in thousands, except per share data) On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon, at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon. Pursuant to the terms of the Purchase Agreement, the Acquired Shares represented 44.99% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. The purchase price for the acquired Rubicon shares was $22,160 and was paid from the Company’s cash on hand, proceeds of the Bridge Loan, funds available under the Santander Credit Facility and funds available under the First Merchant Facility. On August 12, 2022 Rubicon announced that, in connection with the cash tender offer by the Company for up to 45% of Rubicon’s issued and outstanding common stock, par value $0.001 per share, the Rubicon Board of Directors set August 23, 2022 (the “Record Date”) as the record date for its cash distribution of $11.00 per share of Common Stock (the “Distribution”). The Distribution and the Record Date was conditioned upon the consummation of the cash tender offer on August 19, 2022, and the Distribution in the amount of $12,188 was paid to the Company on August 29, 2022. The Company revalued the investment in Rubicon’s securities on September 30, 2022 and recorded a loss of $19,789 within other income (loss), net of dividends on the Company’s consolidated. Below is reconciliation for the changes to the investment in Rubicon for the year ended September 30, 2022. Balance as of September 30, 2021 $ — Purchase of Rubicon investment 22,160 Fair value adjustments to Rubicon investment (19,789 ) Total $ 2,371 The summarized financial information of Rubicon as of and for the twelve months ended September 30, 2022 is as follows: total assets $5,340, total liabilities $2,337, total revenues $3,883, gross profit $1,505 and net income $810. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 18. 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 assets and liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): Total fair value at September 30, 2022 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Investment in Rubicon at fair value $ 2,371 $ 2,371 $ — $ — $ 2,371 $ 2,371 $ — $ — Liabilities: Contingent earnout liabilities $ 4,580 $ — $ — $ 4,580 $ 4,580 $ — $ — $ 4,580 Total fair value at September 30, 2021 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities: Contingent earnout liabilities $ 3,600 $ — $ — $ 3,600 $ 3,600 $ — $ — $ 3,600 Investment in Rubicon at fair value As of September 30, 2022, the Company held approximately 45% of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC 320. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment is traded on the NASDAQ stock exchange and has daily trading activity and is a better indicator of value. The investment in Rubicon is re-measured at the end of each quarter based on the trading price and any change in the value is reported on the income statement as a realized gain or loss in other income (expense). Refer to Note 17 to Consolidated Financial Statements for reconciliation of changes to the investment in Rubicon for the year ended September 30, 2022. Contingent earnout liabilities This liability relates to the estimated fair value of earnout payments to former ELFS owners for the earnout period ending September 30, 2022. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2022 were $1,664 and $2,916, respectively. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2021 were $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, 2022 2021 Balance at beginning of year $ 3,600 $ — Fair value of contingent consideration recorded in connection with business combinations 980 3,600 Total $ 4,580 $ 3,600 The Company determined the fair value of the contingent earnout liability at September 30, 2022, using forecasted results through the expected earnout period. The principal inputs to the approach include expectations of the specific business’s revenue in fiscal years 2023 through 2025 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent liability is classified within Level 3 of the fair value hierarchy. There were no significant changes to this methodology during the year ended September 30, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has various employment agreements, including employment agreements with the previous owners of ELFS and PhosphoSolutions. |
RISK AND UNCERTAINTIES
RISK AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2022 | |
RISK AND UNCERTAINTIES [Abstract] | |
RISK AND UNCERTAINTIES | 20. 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 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 we 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, 2022 and 2021. No customer accounted for 10% or more of consolidated accounts receivable at September 30, 2022 and 2021. (E) 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, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation (“IBS”), which we include in our Life Sciences segment. The aggregate purchase price for the outstanding stock was $4,000, subject to certain closing adjustments, as set forth in the related stock purchase agreement. At closing, $3,000 was paid in cash, while $250 is due to the former stockholder of IBS as a deferred acquisition payment upon integration. Further earnout payments—in an amount not to exceed $750—will be due to the former stockholder of IBS, based on applicable sales targets achieved during the three years post-close. IBS is a developer and manufacturer of high-quality reagents used by research and diagnostic customers. IBS was founded in 2007 and is headquartered in Mukilteo, Washington. The acquisition of IBS was completed to expand our product offerings in our Life Sciences segment . |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Recent Investment | Recent Investment On August 19, 2022, the Company acquired 1,108,000 shares (the “Acquired Shares”) of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Acquired Shares represented 44.99% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. Rubicon is a vertically integrated, advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. Rubicon uses proprietary crystal growth technology to produce high-quality sapphire products to meet customers exacting specifications. |
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 90.23%, 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, 2022 and September 30, 2021 was $1,547 and $812, 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 Sciences business. The products of the Life Sciences business require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. |
Property and equipment and depreciation policy | Property and equipment and depreciation policy Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are recorded as expenses when incurred. |
Goodwill | Goodwill The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually 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. 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, 2022 and 2021. |
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, 2022 and 2021. |
Equity-Method Investments | Equity-Method Investments The Company has determined that its investment in Rubicon is subject to the equity method of accounting, and the Company has elected the fair value option under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825-10, Financial Instruments (“ASC 825-10”) to account for the equity method investment. In accordance with ASC 825-10, the Company will present its equity method investment in Rubicon at fair value each reporting period with changes in fair value and dividends received from Rubicon recorded to income from investment in unconsolidated affiliate on the Company’s statements of operations. See Note 17 for further information about the Company’s investment in Rubicon’s equity securities accounted for under the fair value option. |
Business segment information | Business segment information The Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance |
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, trucking, air freight, custom brokerage and other. A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2022 and 2021 was as follows: Year Ended September 30, Service Type 2022 2021 Ocean freight $ 123,989 $ 61,436 Trucking 95,333 22,198 Air freight 48,312 26,970 Custom brokerage 12,518 14,424 Other 15,191 835 Total $ 295,343 $ 125,863 Life Sciences and Manufacturing 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 from the Company’s Manufacturing segment, which is comprised of Indco, a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries, are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Revenues for Life Sciences and Manufacturing are recognized when products are shipped, |
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. 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. |
Equity classified share-based awards | 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 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, 2022, the holders had not exercised their redemption rights. On December 13, 2021, two minority owners of Indco exercised 7,000 and 3,372 options to purchase Indco’s common stock at an exercise price of $6.48 and $12.07 for an aggregate purchase price of $45 and $41, respectively. Indco issued related party promissory notes in the amount of $45 and $41, respectively, which bear interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2024. 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. These notes are included in security deposits and other long-term assets. The fair value of the shares issued of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.77% and 9.32% as of September 30, 2022 and 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, 2022 amounted to $353. |
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 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), and ASU No. 2021-01, “Reference Rate Reform: Scope” (“ASU 2021-01”), respectively. Together, ASU 2020-04 and ASU 2021-01 provide temporary optional expedients and exceptions for the application of U.S. GAAP, if certain criteria are met, to contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates, towards new reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. We are currently evaluating the effect that the new guidance will have on our financial position, results of operations and related disclosures. 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) |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Disaggregation of Revenue | A summary of the Company’s revenues disaggregated by major service lines for the fiscal year ended September 30, 2022 and 2021 was as follows: Year Ended September 30, Service Type 2022 2021 Ocean freight $ 123,989 $ 61,436 Trucking 95,333 22,198 Air freight 48,312 26,970 Custom brokerage 12,518 14,424 Other 15,191 835 Total $ 295,343 $ 125,863 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | In . Fair Value Accounts Receivable $ 11,017 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 2,643 Intangible assets 10,000 Accounts payable (2,399 ) Current portion of operating lease liabilities (445 ) Accrued expenses and other current liabilities (2,194 ) Long-term operating lease liabilities (456 ) Total Consideration Paid $ 21,700 |
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 assuming the acquisition of ELFS was made on October 1, 2020 (in thousands). 2021 Revenues $ 199,017 Forwarding expense 158,859 Gross profit 40,158 Selling, general and administrative expenses 34,011 Income from operations $ 6,147 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Life Building and improvements $ 3,076 $ 3,065 12-30 years Land and improvements 1,385 1,286 Indefinite Furniture and Fixture 298 298 3-7 years Computer Equipment 907 684 3-5 years Machinery & Equipment 1,357 1,253 3-15 years Leasehold Improvements 137 109 3-5 years 7,160 6,695 Less Accumulated Depreciation (2,116 ) (1,718 ) $ 5,044 $ 4,977 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INVENTORY [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): Year End September 30, 2022 2021 Finished goods $ 1,823 $ 919 Work-in-process 763 968 Raw materials 2,260 1,365 Gross inventory 4,846 3,252 Less – reserve for inventory valuation (44 ) (25 ) Inventory net $ 4,802 $ 3,227 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Life Customer relationships $ 23,625 $ 23,482 12-24 Years Trademarks/names 4,539 4,490 1-20 Years Trademarks/names 521 521 Indefinite Other 1,180 1,149 2-22 Years 29,865 29,642 Less: Accumulated Depreciation (7,445 ) (5,469 ) $ 22,420 $ 24,173 The composition of the intangible assets balance at September 30, 2022 and 2021 is as follows (in thousands) September 30, 2022 2021 Logistics $ 18,174 $ 18,174 Life Sciences 3,991 3,768 Manufacturing 7,700 7,700 29,865 29,642 Less: Accumulated Depreciation (7,445 ) (5,469 ) $ 22,420 $ 24,173 |
Future Amortization of Intangible Assets | The future amortization of these intangible assets is expected to be as follows (in thousands): Fiscal Year 2023 $ 1,941 Fiscal Year 2024 1,915 Fiscal Year 2025 1,912 Fiscal Year 2026 1,912 Fiscal Year 2027 1,892 Thereafter 12,327 $ 21,899 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL [Abstract] | |
Composition of Goodwill | The composition of the goodwill balance at September 30, 2022 and 2021 is as follows (in thousands) September 30, 2022 2021 Logistics $ 9,175 $ 9,063 Life Sciences 4,401 4,377 Manufacturing 5,046 5,046 Total $ 18,622 $ 18,486 |
NOTES PAYABLE - BANKS (Tables)
NOTES PAYABLE - BANKS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
First Merchants Bank Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Indco was in compliance with the financial covenants define d in the First Merchants Credit Agreement at both September 30, 2022 and September 30, 2021 (in thousands). September 30, 2022 2021 Total Debt * $ 6,051 $ 3,368 Less Current Portion (574 ) (809 ) Long-term Portion $ 5,477 $ 2,559 * Note: Term Loan is due in monthly installments of $46 plus monthly interest, at SOFR 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 2023 $ 574 Fiscal Year 2024 575 Fiscal Year 2025 1,133 Fiscal Year 2026 550 Fiscal Year 2027 3,219 $ 6,051 |
First Northern Bank of Dixon [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | 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 the current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. September 30, 2022 2021 (in thousands) Total Debt * $ 2,107 $ 2,244 Less Current Portion (65 ) (59 ) Long-term Portion $ 2,042 $ 2,185 * 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 2023 $ 66 Fiscal Year 2024 68 Fiscal Year 2025 70 Fiscal Year 2026 66 Fiscal Year 2027 69 Thereafter 1,768 $ 2,107 |
SUBORDINATED PROMISSORY NOTES_2
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
Amounts Outstanding | As of September 30, 2022 and September 30, 2021, the amount outstanding under the ELFS Subordinated Promissory Notes was $5,100 and $4,837, respectively, and was included in the long-term portion of subordinated promissory notes. September 30, 2022 2021 (in thousands) Total subordinated promissory notes $ 5,807 $ 6,075 Less current portion of subordinated promissory notes (425 ) (550 ) Long term portion of subordinated promissory notes $ 5,382 $ 5,525 |
Maturities of Subordinated Promissory Notes | These obligations mature as follows (in thousands): Total Fiscal Year 2023 $ 395 Fiscal Year 2024 1,957 Fiscal Year 2025 1,755 Fiscal Year 2026 1,700 Total $ 5,807 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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: 2022 2021 Risk-free interest rate 1.10 % 0.46 % Expected option term in years 5.5 - 6.5 5.5 - 6.5 Expected volatility 39 % 35 % Dividend yield — % — % Grant date fair value $ 17.60 - $19.07 $ 9.66 - $10.00 |
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, 2021 38,961 $ 10.28 6.62 $ 78.16 Granted 7,018 $ 17.16 9.25 $ — Exercised (10,372 ) $ 8.30 — $ — Outstanding balance at September 30, 2022 35,607 $ 12.22 6.67 $ 175.98 Exercisable at September 30, 2022 21,663 $ 10.72 5.75 $ 139.47 |
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: 2022 2021 Risk-free interest rate 1.10 % 0.46 % Expected option term in years 5.5 - 6.5 5.5 - 6.5 Expected volatility 100.3% - 110.3 % 100.3% - 105.4 % Dividend yield — % — % Weighted average grant date fair value $ 5.57 - $6.66 $ 6.90 - $7.19 |
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 September 30, 2021 98,994 $ 5.93 4.5 $ 1,689.38 Granted 10,000 $ 23.00 9.0 $ — Exercised (78,001 ) $ 5.44 — $ — Outstanding balance at September 30, 2022 30,993 $ 12.68 6.8 $ 1,251.45 Exercisable at September 30, 2022 13,497 $ 7.08 4.6 $ 620.53 |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME PER COMMON SHARE [Abstract] | |
Reconciliation of Basic and Diluted Earnings 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, 2022 and 2021 (in thousands, except share and per share data): Year Ended September 30, 2022 2021 (Loss) Income: Net (loss) income $ (2,138 ) $ 5,203 Preferred stock dividends (586 ) (766 ) Non-controlling interest dividends (404 ) — Net (loss) income available to common stockholders $ (3,128 ) $ 4,437 Common Shares: Basic - weighted average common shares 1,030.8 938.5 Effect of dilutive stock options — 51 Diluted - weighted average common stock 1,030.8 989.5 (Loss) Income per Common Share: Basic - Net (loss) income $ (2.07 ) $ 5.54 Preferred stock dividends (0.57 ) (0.81 ) Non-controlling interest dividends (0.39 ) — Net (loss) income attributable to common stockholders $ (3.03 ) $ 4.73 Diluted - Net (loss) income $ (2.07 ) $ 5.26 Preferred stock dividends (0.57 ) (0.78 ) Non-controlling interest dividends (0.39 ) — Net (loss) income available to common stockholders $ (3.03 ) $ 4.48 |
Potentially Diluted Securities | Potentially diluted securities as of September 30, 2022 and 2021 are as follows: September 30, 2022 2021 Employee stock options (Note 11) 30,993 98,994 Convertible preferred stock — 310 30,993 99,304 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES [Abstract] | |
Income Tax Reconciliation | The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows (in thousands): Year Ended September 30, 2022 2021 Federal taxes at statutory rates $ 11 $ 1,295 Permanent differences 1,477 (600 ) State and local taxes, net of Federal benefit 702 199 Other — 67 Total $ 2,190 $ 961 |
Provisions for Income Taxes | The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2022 2021 Current $ 1,948 $ 232 Deferred 242 729 Total $ 2,190 $ 961 |
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): 2022 2021 Deferred tax assets - net operating loss carryforwards $ — $ 508 Lease liability 1,755 850 Other 690 (16 ) Stock based compensation 406 360 Total deferred tax assets 2,851 1,702 Valuation allowance — — Total deferred tax assets net of valuation allowance 2,851 1,702 Deferred tax liabilities - depreciation and amortization 3,648 3,124 Prepaid expenses 1,706 52 Right of use asset 38 825 Total deferred tax liabilities 5,392 4,001 Net deferred tax liability $ (2,541 ) $ (2,299 ) |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021: For the year ended September 30, 2022 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 316,863 $ 295,343 $ 11,625 $ 9,895 $ — Forwarding expenses and cost of revenues 250,666 242,946 2,933 4,787 — Gross profit 66,197 52,397 8,692 5,108 — Selling, general and administrative 54,723 40,075 5,421 3,095 6,132 Amortization of intangible assets 1,976 — — — 1,976 Income (loss) from operations 9,498 12,322 3,271 2,013 (8,108 ) Interest expense 1,276 988 123 146 19 Identifiable assets 126,532 64,630 10,884 4,324 46,694 Capital expenditures, net of disposals $ 551 $ 300 $ 198 $ 53 $ — For the year ended September 30, 2021 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 146,419 $ 125,863 $ 11,992 $ 8,564 $ — Forwarding expenses and cost of revenues 113,986 106,139 3,864 3,983 — Gross profit 32,433 19,724 8,128 4,581 — Selling, general and administrative 27,362 16,656 4,469 2,696 3,541 Amortization of intangible assets 1,120 — — — 1,120 Income (loss) from operations 3,951 3,068 3,659 1,885 (4,661 ) Interest expense 589 294 117 156 22 Identifiable assets 115,924 59,026 9,344 3,905 43,649 Capital expenditures, net of disposals $ 234 $ 20 $ 174 $ 40 $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LEASES [Abstract] | |
Components of Lease Cost | The components of lease cost for the years ended September 30, 2022 and 2021 are as follows: 2022 2021 Operating lease cost $ 1,869 $ 789 Short-term lease cost 353 240 T otal lease cost $ 2,222 $ 1,029 |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of September 30, 2022 are as follows (in thousands) Year End September 30, 2022 Fiscal Year 2023 $ 1,793 Fiscal Year 2024 1,425 Fiscal Year 2025 1,066 Fiscal Year 2026 617 Fiscal Year 2027 629 Thereafter 696 Total undiscounted loan payments 6,226 Less imputed interest (400 ) Total lease obligation $ 5,826 |
RUBICON INVESTMENT (Tables)
RUBICON INVESTMENT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
RUBICON INVESTMENT [Abstract] | |
Changes in Equity Method Investments | The Company revalued the investment in Rubicon’s securities on September 30, 2022 and recorded a loss of $19,789 within other income (loss), net of dividends on the Company’s consolidated. Below is reconciliation for the changes to the investment in Rubicon for the year ended September 30, 2022. Balance as of September 30, 2021 $ — Purchase of Rubicon investment 22,160 Fair value adjustments to Rubicon investment (19,789 ) Total $ 2,371 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): Total fair value at September 30, 2022 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Investment in Rubicon at fair value $ 2,371 $ 2,371 $ — $ — $ 2,371 $ 2,371 $ — $ — Liabilities: Contingent earnout liabilities $ 4,580 $ — $ — $ 4,580 $ 4,580 $ — $ — $ 4,580 Total fair value at September 30, 2021 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities: Contingent earnout liabilities $ 3,600 $ — $ — $ 3,600 $ 3,600 $ — $ — $ 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, 2022 2021 Balance at beginning of year $ 3,600 $ — Fair value of contingent consideration recorded in connection with business combinations 980 3,600 Total $ 4,580 $ 3,600 |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Business Description (Details) | 12 Months Ended |
Sep. 30, 2022 Segment | |
Business description [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF BUSINESS AND SIGNI_5
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Recent Investment (Details) - $ / shares | Aug. 19, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Recent Investment [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Rubicon Technology, Inc. [Member] | |||
Recent Investment [Abstract] | |||
Common stock shares acquired (in shares) | 1,108,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Share price (in dollars per share) | $ 20 | ||
Percentage of shares to purchase under cash tender offer | 44.99% |
SUMMARY OF BUSINESS AND SIGNI_6
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Basis of Consolidation (Details) | Sep. 30, 2022 |
Indco [Member] | |
Basis of consolidation [Abstract] | |
Ownership percentage by parent | 90.23% |
SUMMARY OF BUSINESS AND SIGNI_7
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Cash (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Cash [Abstract] | |
Cash balances insured by Federal Deposit Insurance Corporation | $ 250 |
SUMMARY OF BUSINESS AND SIGNI_8
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable and Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accounts receivable and allowance for doubtful accounts receivable [Abstract] | ||
Allowance for doubtful accounts | $ 1,547 | $ 812 |
SUMMARY OF BUSINESS AND SIGNI_9
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Inventory (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Inventory [Abstract] | |
Forecast period | 3 years |
SUMMARY OF BUSINESS AND SIGN_10
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Business Segment Information (Details) | 12 Months Ended |
Sep. 30, 2022 Segment | |
Business segment information [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF BUSINESS AND SIGN_11
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Revenue and Revenue Recognition (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 USD ($) Category | Sep. 30, 2021 USD ($) | |
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 316,863 | $ 146,419 |
Logistics [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Number of primary service categories | Category | 5 | |
Revenue | $ 295,343 | 125,863 |
Logistics [Member] | Ocean Freight [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 123,989 | 61,436 |
Logistics [Member] | Trucking [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 95,333 | 22,198 |
Logistics [Member] | Air Freight [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 48,312 | 26,970 |
Logistics [Member] | Custom Brokerage [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | 12,518 | 14,424 |
Logistics [Member] | Other [Member] | ||
Revenue and revenue recognition [Abstract] | ||
Revenue | $ 15,191 | $ 835 |
SUMMARY OF BUSINESS AND SIGN_12
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Liability Classified Share-based Awards (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Indco [Member] | |
Liability classified share-based awards [Abstract] | |
Vesting period of grant | 3 years |
SUMMARY OF BUSINESS AND SIGN_13
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Mandatorily Redeemable Non-Controlling Interests (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 13, 2021 USD ($) Owner $ / shares shares | Nov. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||
Aggregate purchase price | $ 277 | $ 47 | ||
Indco [Member] | ||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||
Percentage of mandatorily redeemable non-controlling interests to be purchased | 20% | |||
Number of minority owners exercised options to purchase common stock | Owner | 2 | |||
Number of options exercised to purchase common stock (in shares) | shares | 7,000 | |||
Exercise price (in dollars per share) | $ / shares | $ 6.48 | |||
Aggregate purchase price | $ 45 | |||
Promissory note | $ 45 | |||
Interest rate percentage | 1% | |||
Maturity date | Dec. 31, 2023 | |||
Minority interest | 9.77% | 9.32% | ||
Minority Owner [Member] | ||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||
Number of options exercised to purchase common stock (in shares) | shares | 7,000 | |||
Exercise price (in dollars per share) | $ / shares | $ 6.48 | |||
Aggregate purchase price | $ 45 | |||
Promissory note | $ 45 | |||
Interest rate percentage | 1% | |||
Maturity date | Dec. 31, 2024 | |||
Minority Owner [Member] | ||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||
Number of options exercised to purchase common stock (in shares) | shares | 3,372 | |||
Exercise price (in dollars per share) | $ / shares | $ 12.07 | |||
Aggregate purchase price | $ 41 | |||
Promissory note | $ 41 | |||
Interest rate percentage | 1% | |||
Maturity date | Dec. 31, 2024 |
SUMMARY OF BUSINESS AND SIGN_14
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Short-term lease cost | $ 353 | $ 240 |
ACQUISITIONS, 2022 Acquisitions
ACQUISITIONS, 2022 Acquisitions (Details) - USD ($) $ in Thousands | Aug. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Business Combination, Consideration Transferred [Abstract] | |||
Goodwill | $ 18,622 | $ 18,486 | |
ECM Biosciences LLC [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Consideration transferred | $ 850 | ||
Consideration transferred, cash received | 16 | ||
Amount paid to acquire business gross | 600 | ||
Due to the stockholder | 250 | ||
Goodwill | 24 | ||
Identifiable intangibles | $ 222 |
ACQUISITIONS, 2021 Acquisitions
ACQUISITIONS, 2021 Acquisitions, Logistics (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 21, 2021 USD ($) | Dec. 31, 2020 USD ($) Location | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 18,486 | $ 18,622 | |||
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 | $ 5,100 | |||
Working capital adjustment | 1,163 | 263 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Accounts Receivable | 11,017 | ||||
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 | 2,643 | ||||
Intangible assets | 10,000 | ||||
Accounts payable | (2,399) | ||||
Current portion of operating lease liabilities | (445) | ||||
Accrued expenses and other current liabilities | (2,194) | ||||
Long-term operating lease liabilities | (456) | ||||
Total Consideration Paid | 21,437 | $ 21,700 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenues | 199,017 | ||||
Forwarding expense | 158,859 | ||||
Gross profit | 40,158 | ||||
Selling, general and administrative expenses | 34,011 | ||||
Income from operations | $ 6,147 | ||||
ELFS [Member] | Maximum [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Earnout payments due, estimable amount | $ 4,500 | ||||
Logistics Services Provider [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate purchase price | $ 1,282 | ||||
Consideration paid in cash | 1,182 | ||||
Cash held in escrow | $ 100 | ||||
Period of cash held in escrow | 12 months | ||||
Number of locations acquired through business acquisition | Location | 2 | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 304 | ||||
Intangible assets | $ 531 |
ACQUISITIONS, 2021 Acquisitio_2
ACQUISITIONS, 2021 Acquisitions, Life Sciences (Details) - USD ($) $ in Thousands | 22 Months Ended | ||
Dec. 04, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination, Consideration Transferred [Abstract] | |||
Goodwill | $ 18,622 | $ 18,486 | |
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 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 7,160 | $ 6,695 |
Less Accumulated Depreciation and Amortization | (2,116) | (1,718) |
Property and equipment, net | 5,044 | 4,977 |
Depreciation | 484 | 371 |
Building and Improvements [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 3,076 | 3,065 |
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 | $ 1,385 | 1,286 |
Furniture and Fixture [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 298 | 298 |
Furniture and Fixture [Member] | Minimum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Life | 3 years | |
Furniture and Fixture [Member] | Maximum [Member] | ||
Property and Equipment, Net [Abstract] | ||
Life | 7 years | |
Computer Equipment [Member] | ||
Property and Equipment, Net [Abstract] | ||
Property and Equipment, gross | $ 907 | 684 |
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 | $ 1,357 | 1,253 |
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 | $ 137 | $ 109 |
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, 2022 | Sep. 30, 2021 |
INVENTORY [Abstract] | ||
Finished goods | $ 1,823 | $ 919 |
Work-in-process | 763 | 968 |
Raw materials | 2,260 | 1,365 |
Gross inventory | 4,846 | 3,252 |
Less - reserve for inventory valuation | (44) | (25) |
Inventory net | $ 4,802 | $ 3,227 |
INTANGIBLE ASSETS, Summary of I
INTANGIBLE ASSETS, Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 29,865 | $ 29,642 |
Less: Accumulated Depreciation | (7,445) | (5,469) |
Intangible assets, net | 22,420 | 24,173 |
Amortization expense | 1,976 | 1,120 |
Logistics [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 18,174 | 18,174 |
Life Sciences [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 3,991 | 3,768 |
Manufacturing [Member] | ||
Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | 7,700 | 7,700 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Finite lived intangible assets, gross | $ 23,625 | 23,482 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Life | 12 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 | $ 4,539 | 4,490 |
Indefinite-lived intangible assets, gross | $ 521 | 521 |
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 | $ 1,180 | $ 1,149 |
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, 2022 USD ($) |
Future Amortization of Intangible Assets [Abstract] | |
Fiscal Year 2023 | $ 1,941 |
Fiscal Year 2024 | 1,915 |
Fiscal Year 2025 | 1,912 |
Fiscal Year 2026 | 1,912 |
Fiscal Year 2027 | 1,892 |
Thereafter | 12,327 |
Intangible assets, net | $ 21,899 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Composition of Goodwill [Abstract] | ||
Goodwill | $ 18,622 | $ 18,486 |
Logistics [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 9,175 | 9,063 |
Life Sciences [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 4,401 | 4,377 |
Manufacturing [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | $ 5,046 | $ 5,046 |
NOTES PAYABLE - BANKS, Santande
NOTES PAYABLE - BANKS, Santander Bank Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2022 | Aug. 12, 2022 | Jul. 13, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 20, 2021 | |
Revolving Line of Credit Facility [Abstract] | ||||||
Outstanding borrowings | $ 26,396 | $ 29,637 | ||||
Rubicon Technology, Inc. [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Dividend payable | $ 2,500 | |||||
Bridge Term Loan [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Face amount of debt | $ 12,000 | |||||
Maturity term of facility | 20 days | |||||
Maximum [Member] | Rubicon Technology, Inc. [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Percentage of shares to purchase under cash tender offer | 45% | 45% | ||||
Santander Bank Facility [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Maximum borrowing capacity | $ 35,000 | $ 35,000 | $ 31,500 | 30,000 | $ 17,000 | |
Percentage of accounts receivable | 85% | |||||
Permitted distribution amount | $ 3,000 | 1,000 | ||||
Maturity date of facility | Sep. 21, 2026 | |||||
Indebtedness guaranty | $ 5,000 | 2,920 | ||||
Outstanding borrowings | $ 26,396 | $ 29,637 | ||||
Percentage of outstanding borrowings | 75.40% | 98.80% | ||||
Effective interest rate | 5.79% | 3% | ||||
Santander Bank Facility [Member] | LIBOR [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Variable rate term | 30, 60 or 90 day | |||||
Basis spread on variable rate | 2.25% | |||||
Interest rate floor | 0.75% | |||||
Reduction of Interest rate floor | 0.25% | |||||
Santander Bank Facility [Member] | SOFR [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Variable rate term | one-month | |||||
Basis spread on variable rate | 2.75% | |||||
Santander Bank Facility [Member] | Maximum [Member] | ||||||
Revolving Line of Credit Facility [Abstract] | ||||||
Permitted distribution amount | $ 1,000 |
NOTES PAYABLE - BANKS, First Me
NOTES PAYABLE - BANKS, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Note Payable - Bank [Abstract] | ||||
Less Current Portion | $ (639) | $ (868) | ||
Long-term Portion | 7,519 | 4,744 | ||
First Merchants Bank Credit Facility [Member] | ||||
Note Payable - Bank [Abstract] | ||||
Total Debt | [1] | 6,051 | 3,368 | |
Less Current Portion | (574) | (809) | ||
Long-term Portion | 5,477 | 2,559 | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Fiscal Year 2023 | 574 | |||
Fiscal Year 2024 | 575 | |||
Fiscal Year 2025 | 1,133 | |||
Fiscal Year 2026 | 550 | |||
Fiscal Year 2027 | 3,219 | |||
Long-term Debt | $ 6,051 | |||
Term Loan [Member] | ||||
Long Term Debt [Abstract] | ||||
Maximum borrowing capacity | $ 5,500 | |||
Variable rate term | one-month | |||
Outstanding borrowings | $ 5,420 | $ 2,713 | ||
Effective interest rate | 6.63% | 2.83% | ||
Note Payable - Bank [Abstract] | ||||
Debt instrument installment | $ 46 | |||
Frequency of debt instrument installment | monthly | |||
Term Loan [Member] | SOFR [Member] | Minimum [Member] | ||||
Long Term Debt [Abstract] | ||||
Basis spread on variable rate | 2.75% | 2.75% | ||
EBITDA ratio | 2 | |||
Term Loan [Member] | SOFR [Member] | Maximum [Member] | ||||
Long Term Debt [Abstract] | ||||
Basis spread on variable rate | 3.50% | 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] | SOFR [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. 01, 2025 | |||
Outstanding borrowings | $ 631 | $ 655 | ||
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. 01, 2027 | |||
[1]Note: Term Loan is due in monthly installments of $46 plus monthly interest, at SOFR 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, 2022 USD ($) Agreement | Sep. 30, 2021 USD ($) | ||
Note Payable - Bank [Abstract] | |||
Less Current Portion | $ (639) | $ (868) | |
Long-term Portion | $ 7,519 | 4,744 | |
First Northern Loan Agreement [Member] | |||
Long Term Debt [Abstract] | |||
Number of business loan agreements | Agreement | 2 | ||
Note Payable - Bank [Abstract] | |||
Total Debt | [1] | $ 2,107 | 2,244 |
Less Current Portion | (65) | (59) | |
Long-term Portion | 2,042 | $ 2,185 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
Fiscal Year 2023 | 66 | ||
Fiscal Year 2024 | 68 | ||
Fiscal Year 2025 | 70 | ||
Fiscal Year 2026 | 66 | ||
Fiscal Year 2027 | 69 | ||
Thereafter | 1,768 | ||
Long-term Debt | 2,107 | ||
Term Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 2,235 | ||
Annual interest rate percentage | 4% | ||
Maturity date of facility | Nov. 14, 2029 | ||
Effective interest rate | 4.18% | 4.18% | |
Note Payable - Bank [Abstract] | |||
Total Debt | $ 2,084 | $ 2,139 | |
Less Current Portion | (57) | (55) | |
Long-term Portion | 2,027 | $ 2,084 | |
Debt instrument installment | $ 12 | ||
Frequency of debt instrument installment | monthly | ||
Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Annual interest rate percentage | 7.75% | ||
Maturity date of facility | Nov. 10, 2023 | ||
Maximum borrowing capacity | $ 750 | ||
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] | |||
Total Debt | $ 23 | $ 105 | |
Less Current Portion | (8) | (4) | |
Long-term Portion | 15 | 101 | |
Generator Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 60 | ||
Maturity date of facility | Nov. 05, 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, 2022 USD ($) Note Installment qtr | Sep. 30, 2021 USD ($) | |
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Current portion of subordinated promissory notes | $ 425 | $ 550 |
Long-term portion of subordinated promissory notes | $ 5,382 | 5,525 |
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 | Dec. 04, 2024 | |
Number of consecutive installments | Installment | 16 | |
Frequency of debt instrument installment | quarterly | |
Outstanding amount | $ 707 | 1,237 |
Current portion of subordinated promissory notes | 425 | 550 |
Long-term portion of subordinated promissory notes | $ 282 | 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% | |
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 | $ 5,100 | |
Long-term portion of subordinated promissory notes | 5,100 | $ 4,837 |
Working capital adjustment | $ (900) |
SUBORDINATED PROMISSORY NOTES_4
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Amounts Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Subordinated Promissory Notes [Abstract] | ||
Less current portion of subordinated promissory notes | $ (425) | $ (550) |
Long term portion of subordinated promissory notes | 5,382 | 5,525 |
Subsidiary of Common Parent [Member] | Subordinated Debt [Member] | ||
Subordinated Promissory Notes [Abstract] | ||
Total subordinated promissory notes | 5,807 | 6,075 |
Less current portion of subordinated promissory notes | (425) | (550) |
Long term portion of subordinated promissory notes | $ 5,382 | $ 5,525 |
SUBORDINATED PROMISSORY NOTES_5
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Obligation Maturity (Details) - Subsidiary of Common Parent [Member] - Subordinated Debt [Member] $ in Thousands | Sep. 30, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Fiscal 2023 | $ 395 |
Fiscal 2024 | 1,957 |
Fiscal 2025 | 1,755 |
Fiscal 2026 | 1,700 |
Long-term Debt | $ 5,807 |
SBA PAYCHECK PROTECTION PROGR_2
SBA PAYCHECK PROTECTION PROGRAM LOAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jul. 22, 2021 | Apr. 19, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 23, 2020 | |
CARES Act Loan [Abstract] | |||||
Gain on paycheck protection program loan forgiveness | $ 0 | $ 2,895 | |||
PPP Loans [Member] | |||||
CARES Act Loan [Abstract] | |||||
Face amount of debt | $ 2,726 | ||||
Interest rate percentage | 1% | ||||
Debt instrument maturity date | Apr. 19, 2022 | ||||
Gain on paycheck protection program loan forgiveness | 2,895 | ||||
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 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
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, Common St
STOCKHOLDERS' EQUITY, Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock [Abstract] | |||
Common stock, shares issued (in shares) | 1,206,354 | 962,207 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Aggregate purchase price | $ 277 | $ 47 | |
Common Stock [Member] | |||
Common Stock [Abstract] | |||
Common stock, shares issued (in shares) | 88,888 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Purchase price (in dollars per share) | $ 45 | ||
Aggregate purchase price | $ 4,000 | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Mar. 31, 2022 USD ($) Holder $ / shares shares | Oct. 17, 2017 | Oct. 16, 2017 $ / shares | Sep. 30, 2022 USD ($) Holder $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Mar. 30, 2022 shares | Aug. 01, 2021 shares | Jul. 31, 2021 shares | |
Series B Convertible Preferred Stock [Abstract] | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Aggregate value of preferred stock | $ | $ 4,000 | |||||||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | ||||||
Accrued dividends | $ | $ 1,745 | $ 2,427 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Series B Convertible Preferred Stock [Abstract] | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 10 | |||||||
Number of preferred stock holders converted their stock to common stock | Holder | 2 | |||||||
Shares converted to common stock (in shares) | 31 | |||||||
Shares issued from conversion (in shares) | 306 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 31 | ||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Shares converted to common stock (in shares) | 31 | |||||||
Preferred Stock, shares issued (in shares) | 0 | 31 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 31 | ||||||
Preferred stock, shares authorized (in shares) | 5,700 | 5,700 | ||||||
Series C Cumulative Preferred Stock [Member] | ||||||||
Series B Convertible Preferred Stock [Abstract] | ||||||||
Shares converted to common stock (in shares) | 4,905 | |||||||
Preferred stock, shares outstanding (in shares) | 11,368 | 20,960 | 20,960 | |||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Preferred stock, dividend rate | 5% | 7% | 5% | 8% | ||||
Share price (in dollars per share) | $ / shares | $ 500 | |||||||
Annual increase in dividend rate | 2% | 1% | ||||||
Period of increase in dividend rate | 4 years | |||||||
Preferred stock, liquidation preference, value | $ | $ 7,429 | $ 12,907 | ||||||
Number of shares repurchased (in shares) | 4,687 | |||||||
Repurchase price (in dollars per share) | $ / shares | $ 500 | |||||||
Repurchase of preferred stock | $ | $ 3,000 | |||||||
Shares converted to common stock (in shares) | 4,905 | |||||||
Number of stock holders exchanged their stock in transaction | Holder | 1 | |||||||
Aggregate value of preferred stock | $ | $ 0 | |||||||
Preferred Stock, shares issued (in shares) | 11,368 | 20,960 | 20,960 | |||||
Preferred stock, shares outstanding (in shares) | 11,368 | 20,960 | 20,960 | |||||
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 | 30,000 | 20,000 | ||||
Dividends declared | $ | $ 586 | $ 766 | ||||||
Accrued dividends | $ | $ 1,745 | $ 2,427 | ||||||
Series C Cumulative Preferred Stock [Member] | Private Placement [Member] | ||||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Sale of preferred stock (in shares) | 65,205 | 1,200 | ||||||
Sale price (in dollars per share) | $ / shares | $ 47 | $ 500 | ||||||
Aggregate value of preferred stock | $ | $ 3,065 | $ 600 | ||||||
Series C Cumulative Preferred Stock [Member] | Maximum [Member] | ||||||||
Series C Cumulative Preferred Stock [Abstract] | ||||||||
Preferred stock, dividend rate | 13% | 9% |
STOCKHOLDERS' EQUITY, Equity In
STOCKHOLDERS' EQUITY, Equity Incentive Plan (Details) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 21, 2021 | 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, 2022 | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 20, 2021 | 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 | $ 832 | $ 115 | |||
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, 2022 | Sep. 30, 2021 | |
Indco [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 1.10% | 0.46% |
Expected volatility | 39% | 35% |
Dividend yield | 0% | 0% |
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 |
Weighted average grant date fair value (in dollars per share) | $ 17.6 | $ 9.66 |
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 |
Weighted average grant date fair value (in dollars per share) | $ 19.07 | $ 10 |
Stock Options [Member] | ||
Share-based Payment Award, Fair Value Assumptions [Abstract] | ||
Risk-free interest rate | 1.10% | 0.46% |
Dividend yield | 0% | 0% |
Stock Options [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% | 100.30% |
Weighted average grant date fair value (in dollars per share) | $ 5.57 | $ 6.9 |
Stock Options [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 | 110.30% | 105.40% |
Weighted average grant date fair value (in dollars per share) | $ 6.66 | $ 7.19 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Indco [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 38,961 | |
Granted (in shares) | 7,018 | |
Exercised (in shares) | (10,372) | |
Outstanding, ending balance (in shares) | 35,607 | 38,961 |
Exercisable, ending balance (in shares) | 21,663 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 10.28 | |
Granted (in dollars per share) | 17.16 | |
Exercised (in dollars per share) | 8.3 | |
Outstanding, ending balance (in dollars per share) | 12.22 | $ 10.28 |
Exercisable, ending balance (in dollars per share) | $ 10.72 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years 8 months 1 day | 6 years 7 months 13 days |
Granted | 9 years 3 months | |
Exercisable | 5 years 9 months | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 78,160 | |
Granted | 0 | |
Outstanding, ending balance | 175,980 | $ 78,160 |
Exercisable, ending balance | $ 139,470 | |
Share price (in dollars per share) | $ 17.16 | |
Total unrecognized compensation expense | $ 39,000 | |
Accrued compensation cost | 311,000 | 361,000 |
Stock-based compensation | $ 42,000 | $ 67,000 |
Indco [Member] | Maximum [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Weighted-average vesting period | 2 years | |
Stock Options [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Share price (in dollars per share) | $ 53.06 | |
Total unrecognized compensation expense | $ 133,000 | |
Weighted-average vesting period | 2 years | |
Stock Options [Member] | Employee [Member] | ||
Number of Options [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 98,994 | |
Granted (in shares) | 10,000 | |
Exercised (in shares) | (78,001) | |
Outstanding, ending balance (in shares) | 30,993 | 98,994 |
Exercisable, ending balance (in shares) | 13,497 | |
Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning balance (in dollars per share) | $ 5.93 | |
Granted (in dollars per share) | 23 | |
Exercised (in dollars per share) | 5.44 | |
Outstanding, ending balance (in dollars per share) | 12.68 | $ 5.93 |
Exercisable, ending balance (in dollars per share) | $ 7.08 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 6 years 9 months 18 days | 4 years 6 months |
Granted | 9 years | |
Exercisable | 4 years 7 months 6 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 1,689,380 | |
Granted | 0 | |
Outstanding, ending balance | 1,251,450 | $ 1,689,380 |
Exercisable, ending balance | $ 620,530 |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) - Restricted Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 30, 2022 | Sep. 30, 2022 | |
Restricted Stock [Abstract] | ||
Shares granted (in shares) | 15,000 | |
Compensation cost | $ 705 |
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, 2022 | Sep. 30, 2021 | |
INCOME PER COMMON SHARE [Abstract] | ||
Net (loss) income | $ (2,138) | $ 5,203 |
Preferred stock dividends | (586) | (766) |
Non-controlling interest dividends | (404) | 0 |
Net (Loss) Income Available to Common Stockholders | $ (3,128) | $ 4,437 |
Common Shares [Abstract] | ||
Basic - weighted average common shares (in shares) | 1,030,800 | 938,500 |
Effect of dilutive stock options (in shares) | 0 | 51,000 |
Diluted - weighted average common stock (in shares) | 1,030,800 | 989,500 |
(Loss) Income per Common Share - Basic [Abstract] | ||
Net (loss) income (in dollars per share) | $ (2.07) | $ 5.54 |
Preferred stock dividends (in dollars per share) | (0.57) | (0.81) |
Non-controlling interest dividends (in dollars per share) | (0.39) | 0 |
Net (loss) income attributable to common stockholders (in dollars per share) | (3.03) | 4.73 |
Income (Loss) per Common Share - Diluted [Abstract] | ||
Net (loss) income (in dollars per share) | (2.07) | 5.26 |
Preferred stock dividends (in dollars per share) | (0.57) | (0.78) |
Non-controlling interest dividends (in dollars per share) | (0.39) | 0 |
Net (loss) income available to common stockholders (in dollars per share) | $ (3.03) | $ 4.48 |
Number of anti-dilutive securities (in shares) | 48,293 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Sep. 30, 2022 | Sep. 30, 2021 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 30,993 | 99,304 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 310 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 30,993 | 98,994 |
INCOME TAXES, Reconciliation of
INCOME TAXES, Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of Income Tax [Abstract] | ||
Federal taxes at statutory rates | $ 11 | $ 1,295 |
Permanent differences | 1,477 | (600) |
State and local taxes, net of Federal benefit | 702 | 199 |
Other | 0 | 67 |
Total | $ 2,190 | $ 961 |
INCOME TAXES, Provisions for In
INCOME TAXES, Provisions for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES [Abstract] | ||
Current | $ 1,948 | $ 232 |
Deferred | 242 | 729 |
Total | $ 2,190 | $ 961 |
INCOME TAXES, Components of Net
INCOME TAXES, Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets - net operating loss carryforwards | $ 0 | $ 508 |
Lease liability | 1,755 | 850 |
Other | 690 | (16) |
Stock based compensation | 406 | 360 |
Total deferred tax assets | 2,851 | 1,702 |
Valuation allowance | 0 | 0 |
Total deferred tax assets net of valuation allowance | 2,851 | 1,702 |
Deferred tax liabilities - depreciation and amortization | 3,648 | 3,124 |
Prepaid expenses | 1,706 | 52 |
Right of use asset | 38 | 825 |
Total deferred tax liabilities | 5,392 | 4,001 |
Net deferred tax liability | $ (2,541) | $ (2,299) |
INCOME TAXES, Net Operating Los
INCOME TAXES, Net Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
INCOME TAXES [Abstract] | |
Net operating loss carryforwards | $ 0 |
Accrued interest or penalties | 0 |
Unrecognized interest or penalties recognized | $ 0 |
Open tax years | 2017 2018 2019 2020 2021 |
PROFIT SHARING AND 401(K) PLA_2
PROFIT SHARING AND 401(K) PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Contribution Plan [Abstract] | ||
Percentage of participant contributions | 50% | |
Percentage of employer contributions | 50% | |
Percentage of contributions supported by employer | 6% | |
Expense charged to operations | $ 379 | $ 288 |
Defined contribution plan, administrative expense | $ 64 | $ 59 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 3 | |
Revenues | $ 316,863 | $ 146,419 |
Forwarding expenses and cost of revenues | 250,666 | 113,986 |
Gross profit | 66,197 | 32,433 |
Selling, general and administrative | 54,723 | 27,362 |
Amortization of intangible assets | 1,976 | 1,120 |
Income from Operations | 9,498 | 3,951 |
Interest expense | 1,276 | 589 |
Identifiable assets | 126,532 | 115,924 |
Capital expenditures, net of disposals | 551 | 234 |
Corporate [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 0 | 0 |
Forwarding expenses and cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative | 6,132 | 3,541 |
Amortization of intangible assets | 1,976 | 1,120 |
Income from Operations | (8,108) | (4,661) |
Interest expense | 19 | 22 |
Identifiable assets | 46,694 | 43,649 |
Capital expenditures, net of disposals | 0 | 0 |
Logistics [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 295,343 | 125,863 |
Forwarding expenses and cost of revenues | 242,946 | 106,139 |
Gross profit | 52,397 | 19,724 |
Selling, general and administrative | 40,075 | 16,656 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 12,322 | 3,068 |
Interest expense | 988 | 294 |
Identifiable assets | 64,630 | 59,026 |
Capital expenditures, net of disposals | 300 | 20 |
Life Sciences [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 11,625 | 11,992 |
Forwarding expenses and cost of revenues | 2,933 | 3,864 |
Gross profit | 8,692 | 8,128 |
Selling, general and administrative | 5,421 | 4,469 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 3,271 | 3,659 |
Interest expense | 123 | 117 |
Identifiable assets | 10,884 | 9,344 |
Capital expenditures, net of disposals | 198 | 174 |
Manufacturing [Member] | Reportable Segments [Member] | ||
Segment Reporting [Abstract] | ||
Revenues | 9,895 | 8,564 |
Forwarding expenses and cost of revenues | 4,787 | 3,983 |
Gross profit | 5,108 | 4,581 |
Selling, general and administrative | 3,095 | 2,696 |
Amortization of intangible assets | 0 | 0 |
Income from Operations | 2,013 | 1,885 |
Interest expense | 146 | 156 |
Identifiable assets | 4,324 | 3,905 |
Capital expenditures, net of disposals | $ 53 | $ 40 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 1,869 | $ 789 |
Short-term lease cost | 353 | 240 |
Total lease cost | 2,222 | 1,029 |
Rent expense | 2,222 | 1,029 |
Right of use assets | 5,660 | 2,936 |
Current portion of operating lease liabilities | 1,825 | 1,281 |
Long-term lease liabilities | 4,001 | 1,751 |
Increase in operating lease right-of-use assets | $ 4,397 | $ 1,075 |
Weighted-average remaining lease term - operating leases | 4 years 7 months 6 days | 2 years 10 months 24 days |
Weighted-average discount rate - operating leases | 3.05% | 3.89% |
Cash paid for amounts included in the measurement of operating lease obligations | $ 1,797 | $ 785 |
Future Minimum Lease Commitments under Non-cancellable Operating Leases [Abstract] | ||
Fiscal 2023 | 1,793 | |
Fiscal 2024 | 1,425 | |
Fiscal 2025 | 1,066 | |
Fiscal 2026 | 617 | |
Fiscal 2027 | 629 | |
Thereafter | 696 | |
Total undiscounted loan payments | 6,226 | |
Less imputed interest | (400) | |
Total lease obligation | $ 5,826 | |
Minimum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 1 month | |
Maximum [Member] | ||
Operating lease [Abstract] | ||
Operating lease term | 60 months |
RUBICON INVESTMENT (Details)
RUBICON INVESTMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Aug. 29, 2022 | Aug. 19, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 12, 2022 | Jul. 13, 2022 | |
Investment Owned, Balance [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Purchase agreement acquired shares percentage | 45% | |||||
Revalued Investments [Abstract] | ||||||
Balance as of September 30, 2021 | $ 0 | |||||
Investment in Rubicon at fair value | 2,371 | $ 0 | ||||
Equity Method Investment, Summarized Financial Information [Abstract] | ||||||
Total assets | 126,532 | 115,924 | ||||
Total liabilities | 108,205 | 97,805 | ||||
Total revenues | 316,863 | 146,419 | ||||
Gross profit | 66,197 | 32,433 | ||||
Net income | (2,138) | 5,203 | ||||
Rubicon Technology, Inc. [Member] | ||||||
Investment Owned, Balance [Abstract] | ||||||
Common stock shares acquired (in shares) | 1,108,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Share price (in dollars per share) | $ 20 | |||||
Purchase agreement acquired shares percentage | 44.99% | |||||
Cash distribution record date | Aug. 23, 2022 | |||||
Cash distribution (in dollars per share) | $ 11 | |||||
Cash distribution | $ 12,188 | |||||
Cash distribution paid date | Aug. 29, 2022 | |||||
Revalued Investments [Abstract] | ||||||
Balance as of September 30, 2021 | 0 | |||||
Purchase of Rubicon investment | 22,160 | |||||
Fair value adjustments to Rubicon investment | (19,789) | |||||
Investment in Rubicon at fair value | 2,371 | $ 0 | ||||
Equity Method Investment, Summarized Financial Information [Abstract] | ||||||
Total assets | 5,340 | |||||
Total liabilities | 2,337 | |||||
Total revenues | 3,883 | |||||
Gross profit | 1,505 | |||||
Net income | $ 810 | |||||
Rubicon Technology, Inc. [Member] | Maximum [Member] | ||||||
Investment Owned, Balance [Abstract] | ||||||
Percentage of shares to purchase under cash tender offer | 45% | 45% |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liabilities [Abstract] | ||
Percentage of issued and outstanding shares of Rubicon | 45% | |
Contingent earnout liability, current | $ 1,664 | $ 1,054 |
Contingent earnout liability, noncurrent | 2,916 | 2,546 |
Recurring Basis [Member] | ||
Assets [Abstract] | ||
Investment in Rubicon at fair value | 2,371 | |
Assets | 2,371 | |
Liabilities [Abstract] | ||
Contingent earnout liabilities | 4,580 | 3,600 |
Liabilities | 4,580 | 3,600 |
Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets [Abstract] | ||
Investment in Rubicon at fair value | 2,371 | |
Assets | 2,371 | |
Liabilities [Abstract] | ||
Contingent earnout liabilities | 0 | 0 |
Liabilities | 0 | 0 |
Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Investment in Rubicon at fair value | 0 | |
Assets | 0 | |
Liabilities [Abstract] | ||
Contingent earnout liabilities | 0 | 0 |
Liabilities | 0 | 0 |
Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Assets [Abstract] | ||
Investment in Rubicon at fair value | 0 | |
Assets | 0 | |
Liabilities [Abstract] | ||
Contingent earnout liabilities | 4,580 | 3,600 |
Liabilities | $ 4,580 | $ 3,600 |
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, 2022 | Sep. 30, 2021 | |
Change in contingent consideration measured at fair value recurring basis using significant unobservable inputs (Level 3) [Roll Forward] | ||
Balance at beginning of year | $ 3,600 | $ 0 |
Fair value of contingent consideration recorded in connection with business combinations | 980 | 3,600 |
Total | $ 4,580 | $ 3,600 |
RISK AND UNCERTAINTIES (Details
RISK AND UNCERTAINTIES (Details) - Logistics [Member] - Expedited Logistics and Freight Services, LLC [Member] $ in Thousands | Sep. 30, 2022 USD ($) |
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) - IBS [Member] - Subsequent Event [Member] $ in Thousands | Nov. 01, 2022 USD ($) |
Subsequent Events [Abstract] | |
Aggregate purchase price | $ 4,000 |
Consideration paid in cash | 3,000 |
Due to the stockholder | 250 |
Maximum earnout payments due | $ 750 |
Sales targets achievement period | 3 years |