Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 18, 2015 | Mar. 31, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 1,133,062 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 459,477 | ||
Trading Symbol | JANL | ||
Entity Common Stock, Shares Outstanding | 573,951 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 942,748 | $ 664,620 |
Accounts receivable, net of allowance for doubtful accounts of $200,000 in 2015 and $157,999 in 2014 | 13,084,846 | 8,563,522 |
Prepaid expenses and sundry current assets | 200,708 | 221,398 |
TOTAL CURRENT ASSETS | 14,228,302 | 9,449,540 |
Property and equipment, net (Note 3) | 77,492 | 16,650 |
OTHER ASSETS: | ||
Intangible assets, net (Note 4) | 9,302,653 | 7,171,625 |
Security deposits | 103,258 | 76,720 |
TOTAL OTHER ASSETS | 9,405,911 | 7,248,345 |
TOTAL ASSETS | 23,711,705 | 16,714,535 |
CURRENT LIABILITIES | ||
Note payable - bank (Note 5) | 5,983,111 | 4,003,385 |
Accounts payable - trade | 11,901,042 | 8,037,086 |
Accrued expenses and other current liabilities | 860,480 | 314,889 |
Current portion of long-term debt - related party (Note 6), net of imputed interest of $4,040 in 2015 and $32.932 in 2014 | 495,960 | 467,068 |
TOTAL CURRENT LIABILITIES | 19,240,593 | 12,822,428 |
OTHER LIABILITIES: | ||
Long-term debt - related party (Note 6), net of imputed interest of $81,161 in 2015 and $134,596 in 2014 | 918,839 | 865,404 |
Deferred compensation (Note 1) | 78,568 | 78,568 |
TOTAL OTHER LIABILITIES | 997,407 | 943,972 |
STOCKHOLDERS’ EQUITY: | ||
Common Stock. $0.001 par value; 4,500,000 shares authorized; 573,951 and 554,211 shares issued and outstanding, respectively | 574 | 554 |
Paid-in Capital | 8,435,667 | 8,307,962 |
Retained earnings (deficit) | (4,962,563) | (5,360,408) |
STOCKHOLDERS' EQUITY (Note 8) | 3,473,705 | 2,948,135 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 23,711,705 | 16,714,535 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, Value, Issued | 20 | 20 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, Value, Issued | 1 | 1 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, Value, Issued | $ 6 | $ 6 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Allowance for doubtful accounts (in dollars) | $ 200,000 | $ 157,999 |
Imputed interest of long-term debt - related party, current (in dollars) | 4,040 | 32.932 |
Imputed interest of long-term debt - related party, noncurrent (in dollars) | $ 81,161 | $ 134,596 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,500,000 | 4,500,000 |
Common stock, shares issued | 573,951 | 554,211 |
Common stock, shares outstanding | 573,951 | 554,211 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,700 | 5,700 |
Preferred Stock, Shares Issued | 1,271 | 1,271 |
Preferred stock, shares outstanding | 1,271 | 1,271 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred Stock, Shares Issued | 5,500 | 5,500 |
Preferred stock, shares outstanding | 5,500 | 5,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES | $ 74,740,145 | $ 47,940,095 |
COSTS AND EXPENSES: | ||
Forwarding expenses | 63,141,275 | 41,390,621 |
Selling, general and administrative | 10,060,666 | 6,646,604 |
TOTAL COSTS AND EXPENSES | 73,201,941 | 48,037,225 |
OPERATING INCOME (LOSS) | 1,538,204 | (97,130) |
OTHER ITEMS: | ||
Interest expense, net of interest and dividend income | (504,445) | (144,239) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 1,033,759 | (241,369) |
Income taxes (Note 9) | (150,000) | (22,000) |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 883,759 | (263,369) |
Loss from discontinued operations, net of taxes (Note 7) | (244,039) | (71,824) |
NET INCOME (LOSS) | 639,720 | (335,193) |
Preferred stock dividends (Note 8) | (241,875) | (27,262) |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | $ 397,845 | $ (362,455) |
Income (loss) per share from continuing operations: | ||
Basic (in dollars per share) | $ 1.58 | $ (0.46) |
Diluted (in dollars per share) | 1.49 | (0.45) |
Income (loss) per share from discontinued operations: | ||
Basic (in dollars per share) | (0.44) | (0.13) |
Diluted (in dollars per share) | (0.41) | (0.13) |
Income(Loss) per share available to common shareholders: | ||
Basic (in dollars per share) | 0.71 | (0.67) |
Diluted (in dollars per share) | $ 0.67 | $ (0.63) |
Basic weighted average number of shares Outstanding (in shares) | 559,411 | 541,559 |
Fully diluted weighted average number of shares outstanding (in shares) | 592,116 | 574,264 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | CAPITAL STOCK [Member] | PREFERRED STOCK [Member] | ADDITIONAL PAID-IN CAPITAL [Member] | RETAINED EARNINGS [Member] |
BALANCE at Sep. 30, 2013 | $ (179,260) | $ 400 | $ 21 | $ 4,818,272 | $ (4,997,953) |
BALANCE (in shares) at Sep. 30, 2013 | 400,358 | 21,271 | |||
Net Income (loss) | (335,193) | $ 0 | (335,193) | ||
Dividends to preferred shareholders | (27,262) | 0 | $ 0 | 0 | (27,262) |
Stock options issued | 239,850 | 0 | 0 | 239,850 | 0 |
Common stock issuance | 500,000 | $ 154 | $ 0 | 499,846 | 0 |
Common stock issuance (in shares) | 153,846 | 0 | |||
Preferred stock issuance | 2,750,000 | $ 0 | $ 6 | 2,749,994 | 0 |
Preferred stock issuance (in shares) | 0 | 5,500 | |||
BALANCE at Sep. 30, 2014 | 2,948,135 | $ 554 | $ 27 | 8,307,962 | (5,360,408) |
BALANCE (in shares) at Sep. 30, 2014 | 554,204 | 26,771 | |||
Net Income (loss) | 639,720 | $ 0 | 639,720 | ||
Dividends to preferred shareholders | (241,875) | 0 | $ 0 | 0 | (241,875) |
Stock options issued | 62,225 | 0 | 0 | 62,225 | 0 |
Common stock issuance as compensation | 20,000 | $ 6 | $ 0 | 19,994 | 0 |
Common stock issuance as compensation (in shares) | 5,715 | 0 | |||
Stock options exercised | 45,500 | $ 14 | $ 0 | 45,486 | 0 |
Stock options exercised (in shares) | 14,000 | 0 | |||
BALANCE at Sep. 30, 2015 | $ 3,473,705 | $ 574 | $ 27 | $ 8,435,667 | $ (4,962,563) |
BALANCE (in shares) at Sep. 30, 2015 | 573,919 | 26,771 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net Income (loss) | $ 639,720 | $ (335,193) |
Add (loss) from discontinued operations | 244,039 | 71,824 |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | ||
Bad debt reserve | 42,001 | 291,874 |
Depreciation | 401,153 | 28,315 |
Stock-based compensation | 82,225 | 239,850 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,885,983) | (2,250,241) |
Prepaid expenses and sundry current assets | 65,548 | (105,963) |
Accounts payable and accrued expenses | 1,481,357 | 495,647 |
Security deposits | (22,938) | 3,154 |
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS | 1,047,122 | (1,560,733) |
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS | (244,039) | 160,645 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 803,083 | (1,400,088) |
INVESTING ACTIVITIES: | ||
Acquisition of property and equipment, net | (40,540) | (9,152) |
Acquisition of subsidiaries (Note 2) | (2,494,641) | (4,358,773) |
NET CASH USED IN INVESTING ACTIVITIES | (2,535,181) | (4,367,925) |
FINANCING ACTIVITIES: | ||
Dividends paid | (15,000) | (15,000) |
Proceeds, net of payments, from bank loan | 1,979,726 | 2,572,049 |
Repayments, net of proceeds, of bank loan | 0 | 0 |
Repayments of long-term debt | 0 | 0 |
Proceeds from the sale of common stock (Note 9) | 45,500 | 500,000 |
Proceeds from the sale of preferred stock (Note 9) | 2,750,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,010,226 | 5,807,049 |
INCREASE IN CASH AND CASH EQUIVALENTS | 278,128 | 39,036 |
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | 664,620 | 625,584 |
CASH AND CASH EQUIVALENTS - END OF YEAR | 942,748 | 664,620 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 424,539 | 144,239 |
Cash paid during the period for: Income taxes | 21,971 | 26,236 |
Non-cash financing activities: | ||
Dividends declared to preferred shareholders | 241,875 | 27,262 |
Intangible assets acquired | 2,436,570 | 7,184,069 |
Long-term debt incurred, net of imputed interest | $ 0 | $ (1,332,472) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Janel Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding via air, ocean and land-based carriers custom brokerage services, warehousing and distribution services, and other value-added logistics services. On April 15 2015 a Certificate of Amendment to The Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., , PCL Transport, LLC, Janel Alpha GP, LLC, and Liberty International Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $ 250,000 The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. The Company operates as one reportable segment which is full service cargo transportation logistics management. Full service cargo transportation logistics management Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis. Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. 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 unrestricted shares; the expense is recognized over the service period for awards expected to vest. Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2015 and 2014 there was no accumulated other comprehensive income. 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 to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. 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 its 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. 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. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. 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 adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Deferred compensation of $ 78,568 Rental expense Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2015 amounted to $ 7,887 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. On April 15, 2015, the Company filed with the Nevada Secretary of State: (1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), such change which took effect on April 21, 2015 As a result of the above, all relevant information relating to the number of shares, options and per share information have been retrospectively adjusted within these consolidated financial statements to reflect the Reverse Stock Split for all periods presented. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 2 ACQUISITIONS ( A) ALPHA INTERNATIONAL, LP. AND PCL TRANSPORT, LLC. On August 18, 2014 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries, The Janel Group Inc., Janel Alpha GP, LLC, Alpha Logistics, LLC, Alpha International, LP (“AILP”), PCL Transport, LLC (“PCL”), and the principal owners of AILP and PCL, John Joseph Gonzalez II and Cathleen Margaret Gonzalez. On September 10, 2014, the Company completed the acquisition of all of the equity interests of AILP and PCL pursuant to the terms of the EIPA. As consideration for the equity interests, the Company paid $4,358,773 to the former owners of AILP and PCL at closing. The former owners of AILP and PCL may receive additional consideration over the next three years for their equity interests as follows: (i) $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date); (ii) $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million; and $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. The purchase price for the acquired assets was $ 5,691,245 4,358,773 1,332,472 167,528 In addition, the Company entered into an employment agreement with Mr. Gonzalez. Pursuant to the terms of the employment agreement, Mr. Gonzalez was (i) employed by the Company at an annual salary of $ 200,000 40,000 3.25 (B) Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, September 10, 2014. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: Fair Value Accounts receivable, net $ 2,987,487 Security deposits 19,150 Prepaid expenses and other current assets 654 Fixed assets 1,446 Accounts payable and other liabilities (4,501,561) Customer relationships 4,480,000 Goodwill 2,704,069 Purchase price $ 5,691,245 ( C) LIBERTY INTERNATIONAL INC On August 14, 2015 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries and the principal owners of Liberty International Inc. (“Liberty”) and its principal Owners. The Company completed the acquisition of all of the equity interests of Liberty pursuant to the terms of the EIPA on that day. As consideration for the equity interests, the Company paid $ 2,494,641 In addition, the Company entered into an employment agreement with Mr. Cioe and Mr. Charnley. Pursuant to the terms of the employment agreement, they were) employed by the Company at an annual salary of $ 30,000 (D) Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, August 14, 2015. Fair Value Cash $ 133,077 Accounts receivable, net 2,677,492 Prepaid expenses and other current assets 48,308 Fixed assets 33,585 Accounts payable and other liabilities (2,834,390) Trademarks 320,000 Customer relationships 780,000 Goodwill 1,336,570 Purchase price $ 2,494,642 The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2015 and 2014 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. (Unaudited) Pro Forma Results Year ended September 30, 2015 2014 Revenues $ 99,604,524 $ 86,810,194 Income (Loss) before income taxes $ 989,442 $ (123,704) Fully diluted earnings (loss) per share $ 1.67 $ (.22) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT September 30, 2015 2014 Life Furniture and fixtures $ 131,112 $ 23,204 5-7 Computer equipment 61,594 63,531 5 Warehouse equipment 36,609 - 5-7 Leasehold improvements 13,718 - 5 243,033 86,735 Less accumulated depreciation 165,541 70,085 $ 77,492 $ 16,650 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4 INTANGIBLE ASSETS Customer relationships $ 4,480,000 15 years Goodwill 2,704,069 7,184,069 Less accumulated amortization 12,444 $ 7,171,625 A summary of intangible assets resulting from the Liberty acquisition and the estimated useful lives used in the computation of amortization is as follows: Trademarks $ 320,000 20 years Customer relationships 780,000 20 years Goodwill 1,336,570 2,436,570 Less accumulated amortization 6,875 $ 2,429,695 2015 Balance beginning of year $ 7,171,625 Additions 2,436,570 Amortization (305,542) Balance end of year $ 9,302,653 |
NOTE PAYABLE - BANK
NOTE PAYABLE - BANK | 12 Months Ended |
Sep. 30, 2015 | |
Notes Payable to Bank [Abstract] | |
Notes Payable To Bank [Text Block] | NOTE PAYABLE BANK On March 27, 2014, the Company and its wholly-owned subsidiaries, entered into a Loan and Security Agreement with Presidential Financial Corporation (“Presidential”) with respect to a three year $ 3.5 1,282,673 On September 10, 2014 in conjunction with the acquisition of AILP and PCL, the Company, AILP and PCL entered into a First Amendment to the Presidential Facility (“Loan Amendment”), with Presidential, which Loan Amendment among other things, (1) added AILP and PCL as co-borrowers, (2) increased the line of credit available (including AILP and PCL) from $ 3.5 5.0 70 85 1,800,000 On September 25, 2014 there was a Second Amendment and the Presidential Facility was temporarily increased to $ 5.5 7.0 th 10.0 85 3.25 March 27, 2018 5,983,111 59.8 10,000,000 The agreement requires, among other things, that the Company, on a monthly basis, maintain a “minimum fixed charge covenant ratio” and “tangible net worth,” both as defined. |
LONG-TERM DEBT - RELATED PARTY
LONG-TERM DEBT - RELATED PARTY | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 6 LONG-TERM DEBT RELATED PARTY September 30, 2015 2014 Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). $ 1,414,799 $ 1,332,472 Less current portion (495,960) (467,068) $ 918,839 $ 865,404 2015 $ 495,960 2016 474,481 2017 444,357 $ 1,414,798 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DISCONTINUED OPERATIONS On August 28, 2013, the Company, and its wholly-owned subsidiary, The Janel Group Inc. (collectively, the “Seller”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Allports Logistics Anchor Warehouse, LLC (the “Purchaser”), an entity affiliated with Nicholas V. Ferrara, a former director of the Company. Under the terms of the Agreement, the Purchaser purchased certain of the Seller’s assets (the “NJ Assets”) used by the Seller in the Company’s Hillside, New Jersey freight forwarding and logistics operations (the “NJ Business”). The Company had originally acquired its New Jersey operations from an affiliate of Mr. Ferrara in two transactions in 2008 and 2010. The sale price of the NJ Assets consisted of $ 401,067 229,241 58,245 110,000 34,286 1,167,070 1,562,061 As a result of the above, the Company elected to discontinue the operations of the NJ Business. Also, during June 2012 the Company elected to discontinue the operations of the food sales segment. 2015 2014 FOOD SALES DISCONTINUED OPERATIONS: REVENUES - - COSTS AND EXPENSES: Cost of sales - - Selling, general and administrative expenses 244,039 71,824 Depreciation and amortization - - TOTAL COSTS AND EXPENSES 244,039 71,824 Interest expense - - LOSS FROM DISCONTINUED OPERATIONS $ (244,039) $ (71,824) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | STOCKHOLDERS’ EQUITY Janel is authorized to issue 4,500,000 100,000 A. Convertible preferred stock Series A On January 10, 2007, the Company sold 20,000 0.001 500,000 15,000 20,000 Series B On October 18, 2007, the Company issued 5,700 0.001 1,271 Cumulative preferred stock Series C On August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 7,000 0.001 5,000 2,500,000 500 250,000 8.25 10.00 B. Common stock On October 12, 2006, the Company’s Board of Directors authorized the purchase of up to 6,000 5,194 114,703 On October 4, 2010, the Company issued 34,286 17.50 600,000 34,286 On October 6, 2013, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Oaxaca Group LLC, (the “Investor”), for the sale to the Investor of an aggregate 153,847 3.25 500,000 250,000 4.00 On February 27, 2015, the Company’s Board of Directors appointed Brendan Killackey, currently a Director of the Company as Chief Executive Officer. On March 2 2015 Mr. Killackey was issued 5,715 shares of the Company’s Common Stock with an aggregate value of $ 20,000 3.50 On August 13, 2015, Philip Dubato, the former CFO of Janel exercised options to purchase 14,000 3.25 45,500 C. Stock options On October 30, 2013, options to purchase 95,000 3.25 237,492 237,492 On September 10, 2014, in connection with the employment agreement with John Joseph Gonzalez II, options to purchase 40,000 3.25 2016 13,333 September 10, 2017 13,333 169,800 56,600 2,358 On December 29, 2014, options to purchase 5,000 4.50 2016 1,667 December 29, 2017 1,666 22,500 1,875 5,625 D. Stock warrants In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(C), above), the Company issued warrants, all of which are currently outstanding, to purchase an aggregate 250,000 4 The Company has no other stock warrants outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9 INCOME TAXES Year Ended September 30, 2015 2014 Federal taxes (credits) at statutory rates $ 217,000 $ (214,000) Permanent differences 17,000 10,000 State and local taxes, net of Federal benefit 24,000 30,000 Prior Year Under accrual 81,000 - Change in valuation allowance (189,000) 196,000 $ 150,000 $ 22,000 Net operating loss carryforwards $ 2,800,000 $ 2,914,000 Amortization differences (75,000) - Valuation allowance (2,725,000) (2,914,000) Net deferred tax asset $ - $ - During the fiscal years ended September 30, 2015 and 2014, the Company recorded a valuation allowance against deferred tax assets in the amount of ($189,000) and $196,000, respectively, as the result of an evaluation of the Company’s deferred tax assets. The Company assessed the likelihood that its deferred tax assets would be recovered from future taxable income and determined that recovery was not more likely than not based upon all available evidence, both positive and negative. The amount of the non-cash valuation allowance reduction was based on management’s estimates of future taxable income by taking jurisdictions and the period over which the Company believes deferred tax assets will be recoverable. 2032 $ 1,288,000 2033 5,605,000 2034 630,000 $ 7,523,000 |
PROFIT SHARING AND 401(k) PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 10 PROFIT SHARING AND 401(k) PLANS The Company maintains a non-contributory profit sharing plan and contributory 401(k) plans covering substantially all full-time employees. Subject to certain limitations, the 401K Plans allow participants to voluntarily contribute up to 15% of their pay on a pre-tax basis. Under the 401K Plans, the Company may make matching contributions on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s first 5%, 4% or 6% of compensation contributed as Elective Deferrals in the year. All participants are fully vested in their accounts in the 401K Plan with respect to their salary deferral contributions, and are vested in company matching contributions over a seven-, five- or five-year employment term. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 11 COMMITMENTS AND CONTINGENCIES (a) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2015 and 2014 was approximately $ 518,000 360,000 Year ended September 30: 2016 $ 486,478 2017 307,618 2018 255,809 2019 262,072 2020 88,061 $ 1,400,038 (b) Employment Agreements The Company has employment agreements, including the employment agreement with Mr. Gonzalez in Note 2A, and Mr. Cioe and Mr. Charnley in Note 2C with certain employees expiring at various times through September 30, 2017. Such agreements provide for minimum salary levels. The aggregate commitment for future salaries at September 30, 2015, excluding bonuses and commissions, was approximately $ 760,000 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 12 RISKS AND UNCERTAINTIES (a) Currency risks The nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those offices or agents. (b) Concentration of credit risk The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. (c) Legal proceedings (1) 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 predicated 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 financial position or results of operations. (2) The Company and/or its subsidiaries have been named as defendants in one lawsuit filed in New Jersey state court, alleging non-payment of food product purchases by the Company’s discontinued food segment subsidiary. The total claimed in the lawsuit in the aggregate (exclusive of any interest and costs) is approximately $ 1,080,000 75,000 91,000 16,000 (d) Concentration of customers Sales to two major customers were approximately 39.2 52.3 946,000 1,134,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. There have been no other events that would require adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business description Janel Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding via air, ocean and land-based carriers custom brokerage services, warehousing and distribution services, and other value-added logistics services. On April 15 2015 a Certificate of Amendment to The Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation. |
Consolidation, Policy [Policy Text Block] | Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., , PCL Transport, LLC, Janel Alpha GP, LLC, and Liberty International Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $ 250,000 |
Receivables, Policy [Policy Text Block] | Accounts receivable and allowance for doubtful accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment and depreciation policy Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. |
Segment Reporting, Policy [Policy Text Block] | Business segment information The Company operates as one reportable segment which is full service cargo transportation logistics management. |
Revenue Recognition, Policy [Policy Text Block] | Revenues and revenue recognition Full service cargo transportation logistics management Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis. |
Earnings Per Share, Policy [Policy Text Block] | Income per common share Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. 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 unrestricted shares; the expense is recognized over the service period for awards expected to vest. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2015 and 2014 there was no accumulated other comprehensive income. |
Income Tax, Policy [Policy Text Block] | 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 to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Goodwill, other intangibles and long-lived assets 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 its 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. 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. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. 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. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Deferred Compensation [Policy Text Block] | Deferred compensation Deferred compensation of $ 78,568 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
Reverse Stock Split [Policy Text Block] | Reverse Stock Split On April 15, 2015, the Company filed with the Nevada Secretary of State: (1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), such change which took effect on April 21, 2015 As a result of the above, all relevant information relating to the number of shares, options and per share information have been retrospectively adjusted within these consolidated financial statements to reflect the Reverse Stock Split for all periods presented. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: Fair Value Accounts receivable, net $ 2,987,487 Security deposits 19,150 Prepaid expenses and other current assets 654 Fixed assets 1,446 Accounts payable and other liabilities (4,501,561) Customer relationships 4,480,000 Goodwill 2,704,069 Purchase price $ 5,691,245 Fair Value Cash $ 133,077 Accounts receivable, net 2,677,492 Prepaid expenses and other current assets 48,308 Fixed assets 33,585 Accounts payable and other liabilities (2,834,390) Trademarks 320,000 Customer relationships 780,000 Goodwill 1,336,570 Purchase price $ 2,494,642 |
Business Acquisition, Pro Forma Information [Table Text Block] | Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. (Unaudited) Pro Forma Results Year ended September 30, 2015 2014 Revenues $ 99,604,524 $ 86,810,194 Income (Loss) before income taxes $ 989,442 $ (123,704) Fully diluted earnings (loss) per share $ 1.67 $ (.22) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: September 30, 2015 2014 Life Furniture and fixtures $ 131,112 $ 23,204 5-7 Computer equipment 61,594 63,531 5 Warehouse equipment 36,609 - 5-7 Leasehold improvements 13,718 - 5 243,033 86,735 Less accumulated depreciation 165,541 70,085 $ 77,492 $ 16,650 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | A summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation of amortization is as follows: Customer relationships $ 4,480,000 15 years Goodwill 2,704,069 7,184,069 Less accumulated amortization 12,444 $ 7,171,625 A summary of intangible assets resulting from the Liberty acquisition and the estimated useful lives used in the computation of amortization is as follows: Trademarks $ 320,000 20 years Customer relationships 780,000 20 years Goodwill 1,336,570 2,436,570 Less accumulated amortization 6,875 $ 2,429,695 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | A summary of the changes in intangible assets is as follows: 2015 Balance beginning of year $ 7,171,625 Additions 2,436,570 Amortization (305,542) Balance end of year $ 9,302,653 |
LONG-TERM DEBT - RELATED PARTY
LONG-TERM DEBT - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2015 2014 Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). $ 1,414,799 $ 1,332,472 Less current portion (495,960) (467,068) $ 918,839 $ 865,404 |
Schedule of Maturities of Long-term Debt [Table Text Block] | These obligations mature as follows: 2015 $ 495,960 2016 474,481 2017 444,357 $ 1,414,798 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The assets, liabilities and operations associated with the NJ Business and the food sales segment are summarized below. 2015 2014 FOOD SALES DISCONTINUED OPERATIONS: REVENUES - - COSTS AND EXPENSES: Cost of sales - - Selling, general and administrative expenses 244,039 71,824 Depreciation and amortization - - TOTAL COSTS AND EXPENSES 244,039 71,824 Interest expense - - LOSS FROM DISCONTINUED OPERATIONS $ (244,039) $ (71,824) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Reconciliation [Table Text Block] | The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: Year Ended September 30, 2015 2014 Federal taxes (credits) at statutory rates $ 217,000 $ (214,000) Permanent differences 17,000 10,000 State and local taxes, net of Federal benefit 24,000 30,000 Prior Year Under accrual 81,000 - Change in valuation allowance (189,000) 196,000 $ 150,000 $ 22,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of deferred income tax are as follows: Net operating loss carryforwards $ 2,800,000 $ 2,914,000 Amortization differences (75,000) - Valuation allowance (2,725,000) (2,914,000) Net deferred tax asset $ - $ - |
Summary of Operating Loss Carryforwards [Table Text Block] | The Company has net operating loss carryforwards for income tax purposes which expire as follows: 2032 $ 1,288,000 2033 5,605,000 2034 630,000 $ 7,523,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: Year ended September 30: 2016 $ 486,478 2017 307,618 2018 255,809 2019 262,072 2020 88,061 $ 1,400,038 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Deferred Compensation Liability, Classified, Noncurrent | 78,568 | $ 78,568 |
Accrued Rent, Current | $ 7,887 | |
Stockholders' Equity, Reverse Stock Split | (1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (Reverse Stock Split), such change which took effect on April 21, 2015 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Aug. 14, 2015 | Sep. 10, 2014 |
Business Acquisition [Line Items] | ||
Cash | $ 133,077 | |
Accounts receivable, net | 2,677,492 | $ 2,987,487 |
Security deposits | 19,150 | |
Prepaid expenses and other current assets | 48,308 | 654 |
Fixed assets | 33,585 | 1,446 |
Accounts payable and other liabilities | (2,834,390) | (4,501,561) |
Trademarks | 320,000 | |
Customer relationships | 780,000 | 4,480,000 |
Goodwill | 1,336,570 | 2,704,069 |
Purchase price | $ 2,494,642 | $ 5,691,245 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 99,604,524 | $ 86,810,194 |
Income (Loss) before income taxes | $ 989,442 | $ (123,704) |
Fully diluted earnings (loss) per share (in dollars per share) | $ 1.67 | $ (0.22) |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) - USD ($) | Aug. 14, 2015 | Aug. 18, 2014 | Sep. 30, 2015 |
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | $ 5,691,245 | ||
Payments to Acquire Businesses, Gross | 4,358,773 | $ 4,358,773 | |
Employment Agreement, Annual Salary | $ 200,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 40,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.25 | ||
Officers' Compensation | $ 30,000 | ||
Liberty International Inc. member | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 2,494,641 | ||
Contingent Consideration, Future Cash [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 1,332,472 | ||
Contingent Consideration, Imputed Interest [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 167,528 | ||
Contingent Consideration, Year One [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Description | $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date); | ||
Contingent Consideration, Year Two [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million | ||
Contingent Consideration, Year Three [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 243,033 | $ 86,735 |
Less accumulated depreciation | 165,541 | 70,085 |
Property, Plant and Equipment, Net | 77,492 | 16,650 |
Warehouse [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 36,609 | 0 |
Minimum [Member] | Warehouse [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Maximum [Member] | Warehouse [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 61,594 | 63,531 |
Life (in years) | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 131,112 | 23,204 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 13,718 | $ 0 |
Life (in years) | 5 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | 12 Months Ended |
Sep. 30, 2015USD ($) | |
AILP and PCL [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 7,184,069 |
Less accumulated amortization | 12,444 |
Finite-Lived Intangible Assets, Net | 7,171,625 |
Liberty Acquisition [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | 2,436,570 |
Less accumulated amortization | 6,875 |
Finite-Lived Intangible Assets, Net | 2,429,695 |
Liberty Acquisition [Member] | Trademarks [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 320,000 |
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years |
Customer Relationships [Member] | AILP and PCL [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 4,480,000 |
Finite-Lived Intangible Asset, Useful Life (in years) | 15 years |
Customer Relationships [Member] | Liberty Acquisition [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 780,000 |
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years |
Goodwill [Member] | AILP and PCL [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 2,704,069 |
Goodwill [Member] | Liberty Acquisition [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $ 1,336,570 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets [Line Items] | |
Balance - beginning of period | $ 7,171,625 |
Additions | 2,436,570 |
Amortization | (305,542) |
Balance - end of period | $ 9,302,653 |
NOTE PAYABLE - BANK (Details Te
NOTE PAYABLE - BANK (Details Textual) - USD ($) | Sep. 10, 2014 | Oct. 09, 2014 | Aug. 18, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Aug. 18, 2015 | Sep. 25, 2014 | Mar. 27, 2014 |
Line of Credit Facility [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 4,358,773 | $ 4,358,773 | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 3,500,000 | |||||||
Presidential Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Expiration Period | 3 years | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 70.00% | 59.80% | ||||||
Long-term Line of Credit | $ 5,983,111 | |||||||
Presidential Facility [Member] | AILP and PCL [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | |||||||
Presidential Facility [Member] | First Amendment [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 85.00% | |||||||
Presidential Facility [Member] | Second Amendment [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,500,000 | |||||||
Presidential Facility [Member] | Thrid Amendment [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | $ 10,000,000 | ||||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 85.00% | |||||||
Line of Credit Facility, Expiration Date | Mar. 27, 2018 | |||||||
Line of Credit Facility, Interest Rate During Period | 3.25% | |||||||
Community National Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of Lines of Credit | $ 1,282,673 | |||||||
Presidential [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 3,500,000 |
LONG-TERM DEBT - RELATED PART36
LONG-TERM DEBT - RELATED PARTY (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | $ 1,414,799 | $ 1,332,472 |
Less current portion | 495,960 | 467,068 |
Loans Payable to Bank, Noncurrent | $ 918,839 | $ 865,404 |
LONG-TERM DEBT - RELATED PART37
LONG-TERM DEBT - RELATED PARTY (Details 1) | Sep. 30, 2015USD ($) |
2,015 | $ 495,960 |
2,016 | 474,481 |
2,017 | 444,357 |
Long-term Debt | $ 1,414,798 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
FOOD SALES DISCONTINUED OPERATIONS: | ||
REVENUES | $ 0 | $ 0 |
COSTS AND EXPENSES: | ||
Cost of sales | 0 | 0 |
Selling, general and administrative expenses | 244,039 | 71,824 |
Depreciation and amortization | 0 | 0 |
TOTAL COSTS AND EXPENSES | 244,039 | 71,824 |
Interest expense | 0 | 0 |
LOSS FROM DISCONTINUED OPERATIONS | $ (244,039) | $ (71,824) |
DISCONTINUED OPERATIONS (Deta39
DISCONTINUED OPERATIONS (Details Textual) | 12 Months Ended |
Sep. 30, 2013USD ($)shares | |
New Jersey Freight Forwarding And Logistics Operations [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from Divestiture of Businesses | $ 401,067 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 229,241 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ 58,245 |
Stock Repurchased and Retired During Period, Shares | shares | 34,286 |
Goodwill, Written off Related to Sale of Business Unit | $ 1,167,070 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 1,562,061 |
Ferrara International Logistics Inc [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from Divestiture of Businesses | $ 110,000 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Aug. 13, 2015 | Sep. 24, 2014 | Sep. 10, 2014 | Oct. 06, 2013 | Oct. 04, 2010 | Jan. 10, 2007 | Mar. 02, 2015 | Dec. 29, 2014 | Aug. 18, 2014 | Oct. 30, 2013 | Aug. 28, 2013 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 25, 2014 | Oct. 18, 2007 | Oct. 12, 2006 |
Common Stock, Shares Authorized | 4,500,000 | 4,500,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||
Dividends, Preferred Stock, Total | $ 241,875 | $ 27,262 | |||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 6,000 | ||||||||||||||||
Stock Repurchased During Period, Shares | 5,194 | ||||||||||||||||
Stock Repurchased During Period, Value | $ 114,703 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | 500,000 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 2,750,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,000 | ||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 45,500 | 45,500 | |||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,715 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 3.50 | ||||||||||||||||
Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 22,500 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,875 | 5,625 | |||||||||||||||
John Joseph Gonzalez II [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 169,800 | ||||||||||||||||
Allocated Share-based Compensation Expense | 56,600 | 2,358 | |||||||||||||||
Share-based Compensation Award, Tranche One [Member] | Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,667 | ||||||||||||||||
Sharebased compensation Award Tranche Period | 2,016 | ||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | John Joseph Gonzalez II [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 13,333 | ||||||||||||||||
Sharebased compensation Award Tranche Period | 2,016 | ||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,666 | ||||||||||||||||
Sharebased compensation Award Tranche Period | December 29, 2017 | ||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | John Joseph Gonzalez II [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 13,333 | ||||||||||||||||
Sharebased compensation Award Tranche Period | September 10, 2017 | ||||||||||||||||
Key Employees [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 237,492 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 95,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.25 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 237,492 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 153,847 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||||||||
Warrant Expiration Period | 5 years | ||||||||||||||||
Sale of Stock, Price Per Share | $ 3.25 | ||||||||||||||||
Warrants To Purchase Of Common Stock | 250,000 | ||||||||||||||||
Warrant Exercise Price Per Share | $ 4 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Dividends, Preferred Stock, Total | $ 0 | $ 0 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 34,286 | ||||||||||||||||
Business Acquisition Equity Interests Issued Or Issuable Par Value | $ 17.50 | ||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 34,286 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 153,846 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 154 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,000 | ||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 14 | ||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 600,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | 20,000 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Value, Issued | $ 500,000 | $ 20 | $ 20 | ||||||||||||||
Dividends, Preferred Stock, Total | $ 15,000 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 20,000 | 20,000 | |||||||||||||||
Preferred Stock, Shares Issued | 20,000 | 20,000 | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Shares Authorized | 7,000 | 7,000 | |||||||||||||||
Preferred Stock, Value, Issued | $ 6 | $ 6 | |||||||||||||||
Preferred Stock, Shares Outstanding | 5,500 | 5,500 | |||||||||||||||
Preferred Stock, Shares Issued | 5,500 | 5,500 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | ||||||||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 10 | ||||||||||||||||
Preferred Stock, Dividend Payment Rate, Variable | rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25% | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Shares Authorized | 5,700 | 5,700 | 5,700 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Value, Issued | $ 1 | $ 1 | |||||||||||||||
Preferred Stock, Shares Outstanding | 1,271 | 1,271 | |||||||||||||||
Preferred Stock, Shares Issued | 1,271 | 1,271 | |||||||||||||||
Series C Cumulative Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Issued | 500 | 5,000 | |||||||||||||||
Preferred Stock, Shares Designated | 7,000 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 250,000 | $ 2,500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Federal taxes (credits) at statutory rates | $ 217,000 | $ (214,000) |
Permanent differences | 17,000 | 10,000 |
State and local taxes, net of Federal benefit | 24,000 | 30,000 |
Prior Year Under accrual | 81,000 | 0 |
Change in valuation allowance | (189,000) | 196,000 |
Income Tax Expense (Benefit) | $ 150,000 | $ 22,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Net operating loss carryforwards | $ 2,800,000 | $ 2,914,000 |
Amortization differences | (75,000) | 0 |
Valuation allowance | (2,725,000) | (2,914,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Sep. 30, 2015USD ($) |
Operating Loss Carryforwards | $ 7,523,000 |
2,032 | |
Operating Loss Carryforwards | 1,288,000 |
2,033 | |
Operating Loss Carryforwards | 5,605,000 |
2,034 | |
Operating Loss Carryforwards | $ 630,000 |
PROFIT SHARING AND 401(k) PLA44
PROFIT SHARING AND 401(k) PLANS (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Contribution Plan, Administrative Expenses | $ 53,000 | $ 45,000 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 15.00% | |
Defined Contribution Plan, Employer Contribution, Percent Description | the Company may make matching contributions on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s first 5%, 4% or 6% of compensation contributed as Elective Deferrals in the year. |
COMMITMENTS AND CONTINGENCIES45
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2015USD ($) |
2,016 | $ 486,478 |
2,017 | 307,618 |
2,018 | 255,809 |
2,019 | 262,072 |
2,020 | 88,061 |
Operating Leases, Future Minimum Payments Due, Total | $ 1,400,038 |
COMMITMENTS AND CONTINGENCIES46
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Leases, Rent Expense, Net | $ 518,000 | $ 360,000 |
Commitment For Future Salaries | $ 760,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Loss Contingency, Damages Sought, Value | $ 1,080,000 | |
Loss Contingency Accrual, Beginning Balance | 75,000 | |
Litigation Settlement, Expense | 91,000 | |
Gain (Loss) Related to Litigation Settlement | 16,000 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Receivables from Customers | $ 946,000 | $ 1,134,000 |
Concentration Risk, Percentage | 39.20% | 52.30% |