Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2019 | Feb. 09, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | BIOANALYTICAL SYSTEMS INC | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0000720154 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | BASi | |
Entity Common Stock, Shares Outstanding | 10,818,057 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 511 | $ 606 |
Accounts receivable | ||
Trade, net of allowance of $425 at December 31, 2019 and $1,759 at September 30, 2019 | 9,498 | 7,178 |
Unbilled revenues and other | 1,848 | 2,342 |
Inventories, net | 1,034 | 1,095 |
Prepaid expenses | 1,990 | 1,200 |
Total current assets | 14,881 | 12,421 |
Property and equipment, net | 27,037 | 22,828 |
Operating lease right-of use-assets, net | 4,739 | 0 |
Finance lease right-to use assets, net | 4,641 | 0 |
Goodwill | 6,619 | 3,617 |
Other intangible assets, net | 2,781 | 2,874 |
Lease rent receivable | 133 | 130 |
Deferred tax asset | 31 | |
Other assets | 87 | 79 |
Total assets | 60,918 | 41,980 |
Current liabilities: | ||
Accounts payable | 5,592 | 4,941 |
Restructuring liability | 304 | 349 |
Accrued expenses | 3,403 | 2,620 |
Customer advances | 9,578 | 6,726 |
Revolving line of credit | 725 | 1,063 |
Capex line of credit | 1,383 | 655 |
Current portion on long-term operating lease | 864 | 0 |
Current portion of long-term finance lease | 4,616 | 18 |
Current portion of long-term debt | 1,153 | 1,109 |
Total current liabilities | 27,618 | 17,481 |
Long-term operating leases, net | 4,044 | 0 |
Long-term finance leases, net | 17 | 18 |
Long-term debt, less current portion, net of debt issuance costs | 18,804 | 13,771 |
Deferred tax liabilities | 65 | 0 |
Total liabilities | 50,548 | 31,270 |
Shareholders' equity: | ||
Preferred shares, authorized 1,000,000 shares, no par value: 35 Series A shares at $1,000 stated value issued and outstanding at December 31, 2019 and at September 30, 2019 | 35 | 35 |
Common shares, no par value: Authorized 19,000,000 shares; 10,805,057 issued and outstanding at December 31, 2019 and 10,510,694 at September 30, 2019 | 2,663 | 2,589 |
Additional paid-in capital | 26,323 | 25,183 |
Accumulated deficit | (18,651) | (17,097) |
Total shareholders' equity | 10,370 | 10,710 |
Total liabilities and shareholders' equity | $ 60,918 | $ 41,980 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Allowance for Doubtful Accounts Receivable, Current | $ 425 | $ 1,759 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 19,000,000 | 19,000,000 |
Common Stock, Shares, Issued | 10,805,057 | 10,510,694 |
Common Stock, Shares, Outstanding | 10,805,057 | 10,510,694 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Issued | 35 | 35 |
Preferred Stock, Shares Outstanding | 35 | 35 |
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 12,918 | $ 8,625 |
Total cost of revenue | 9,441 | 6,206 |
Gross profit | 3,477 | 2,419 |
Operating expenses: | ||
Selling | 882 | 653 |
Research and development | 162 | 124 |
General and administrative | 3,453 | 1,601 |
Total operating expenses | 4,497 | 2,378 |
Operating (loss) income | (1,020) | 41 |
Interest expense | (311) | (126) |
Other income | 2 | 1 |
Loss before income taxes | (1,329) | (84) |
Income taxes expense | 97 | 1 |
Net loss | (1,426) | (85) |
Comprehensive loss | $ (1,426) | $ (85) |
Basic net loss per share: | $ (0.13) | $ (0.01) |
Diluted net loss per share: | $ (0.13) | $ (0.01) |
Weighted common shares outstanding: | ||
Basic (in shares) | 10,669 | 10,245 |
Diluted (in shares) | 10,669 | 10,245 |
Service [Member] | ||
Total revenue | $ 12,142 | $ 7,735 |
Total cost of revenue | 8,911 | 5,597 |
Product [Member] | ||
Total revenue | 776 | 890 |
Total cost of revenue | $ 530 | $ 609 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Shares [Member] | Common Shares [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Total |
Balance at Sep. 30, 2018 | $ 35 | $ 2,523 | $ 24,557 | $ (16,231) | $ 10,884 |
Balance (in shares) at Sep. 30, 2018 | 35 | 10,245,277 | |||
Comprehensive loss: | |||||
Adoption of accounting standard | (76) | (76) | |||
Net loss | (85) | (85) | |||
Stock based compensation expense | 25 | 25 | |||
Balance at Dec. 31, 2018 | $ 35 | $ 2,523 | 24,582 | (16,392) | 10,748 |
Balance (in shares) at Dec. 31, 2018 | 35 | 10,245,277 | |||
Balance at Sep. 30, 2019 | $ 35 | $ 2,589 | 25,183 | (17,097) | 10,710 |
Balance (in shares) at Sep. 30, 2019 | 35 | 10,510,694 | |||
Comprehensive loss: | |||||
Adoption of accounting standard | (128) | (128) | |||
Net loss | (1,426) | (1,426) | |||
Stock issued in acquisition | $ 60 | 1,073 | 1,133 | ||
Stock issued in acquisition (In shares) | 240,000 | ||||
Stock based compensation expense | $ 14 | 67 | 81 | ||
Stock based compensation (in shares) | 54,363 | ||||
Balance at Dec. 31, 2019 | $ 35 | $ 2,663 | $ 26,323 | $ (18,651) | $ 10,370 |
Balance (in shares) at Dec. 31, 2019 | 35 | 10,805,057 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (1,426) | $ (85) |
Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisition: | ||
Depreciation and amortization | 732 | 713 |
Amortization finance lease | 32 | |
Employee stock compensation expense | 81 | 25 |
Gain on disposal of property and equipment | (3) | |
Unrealized foreign currency gains | 18 | (146) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,013) | 516 |
Inventories | 61 | 10 |
Income tax accruals | 97 | |
Prepaid expenses and other assets | (774) | (227) |
Accounts payable | 479 | (532) |
Accrued expenses | 666 | 317 |
Customer advances | 2,501 | 319 |
Net cash provided by operating activities | 1,454 | 907 |
Investing activities: | ||
Capital expenditures | (4,000) | |
Cash paid in acquisition | (2,165) | (684) |
Net cash used by investing activities | (6,165) | (684) |
Financing activities: | ||
Payments on finance lease liability | (37) | |
Payments of long-term debt | (250) | (224) |
Payments of debt issuance costs | (110) | (11) |
Payments on revolving line of credit | (10,531) | (5,892) |
Borrowings on revolving line of credit | 10,194 | 5,892 |
Borrowing on construction loan | 1,183 | |
Borrowing on capex line of credit | 728 | |
Payments on capital lease obligations | (38) | |
Borrowing on long-term loan | 3,439 | |
Net cash provided by (used in) financing activities | 4,616 | (273) |
Net decrease in cash and cash equivalents | (95) | (50) |
Cash and cash equivalents at beginning of period | 606 | 773 |
Cash and cash equivalents at end of period | 511 | 723 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 270 | $ 116 |
Preclinical Research Services acquisition: | ||
Assets acquired | 6,435 | |
Liabilities assumed | (1,302) | |
Common shares issued | (1,133) | |
Cash paid | 4,000 | |
Smithers Avanza Toxicology Services LLC acquisition | ||
Operating activities: | ||
Net loss | $ 31 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2019 | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | BIOANALYTICAL SYSTEMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands except per share data or as otherwise indicated) (Unaudited) 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Bioanalytical Systems, Inc. and its subsidiaries, including as operating under the trade name “Inotiv” (“We,” “Our,” “Us,” the “Company,” “BASi” and “Inotiv”) engage in contract laboratory research services and other services related to pharmaceutical development. We also manufacture scientific instruments for life sciences research, which we sell with related software for use by pharmaceutical companies, universities, government research centers and medical research institutions. Our customers are located throughout the world. We have prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with our audited consolidated financial statements, and the notes thereto, included in the Company’s annual report on Form 10-K for the year ended September 30, 2019. In the opinion of management, the condensed consolidated financial statements for the three months ended December 31, 2019 and 2018 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of our financial position at December 31, 2019. The results of operations for the three months ended December 31, 2019 may not be indicative of the results for the year ending September 30, 2020. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 2. STOCK-BASED COMPENSATION The Company’s 2008 Stock Option Plan (the “Plan”) was used to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees and aligning their interests with those of our shareholders. The Plan is described more fully in Note 9 in the Notes to the Consolidated Financial Statements in our Form 10‑K for the fiscal year ended September 30, 2019. In March 2018, our shareholders approved the amendment and restatement of the Plan in the form of the Amended and Restated 2018 Equity Incentive Plan (the "Equity Plan") and the Company currently grants equity awards from the Equity Plan. The purpose of the Equity Plan is to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees. The maximum number of common shares that may be granted under the Equity Plan is 700 shares plus the remaining shares from the 2008 Stock Option Plan. All options granted under the Plan and the Equity Plan had an exercise price equal to the fair market value of the underlying common shares on the date of grant. We expense the estimated fair value of stock options over the vesting periods of the grants. We recognize expense for awards subject to graded vesting using the straight-line attribution method, reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment is recognized at that time. Stock based compensation expense for the three months ended December 31, 2019 was $81. Stock based compensation expense for the three months ended December 31, 2018 was $25. The additional expense in the three months ending December 31, 2019 was due to the grants issued to our Chief Executive Officer in January 2019, option grants to all employees that were issued in 2019 as well as option grants for employees related to the Smithers Avanza acquisition, as described in Note 10. A summary of our stock option activity for the three months ended December 31, 2019 is as follows (in thousands except for share prices): Weighted- Weighted- Average Average Options Exercise Grant Date (shares) Price Fair Value Outstanding - October 1, 2019 776 $ 1.61 $ 1.22 Exercised — Granted 11 $ 4.64 $ 3.14 Forfeited (2) $ 1.56 Outstanding - December 31, 2019 785 $ 1.65 $ 1.25 Exercisable at December 31, 2019 223 The weighted-average assumptions used to compute the fair value of the options granted in the three months ended December 31, 2019 were as follows: Risk-free interest rate 1.77 % Dividend yield 0.00 % Volatility of the expected market price of the Company's common shares 71.0%-71.5 % Expected life of the options (years) 8.0 As of December 31, 2019, our total unrecognized compensation cost related to non-vested stock options was $452 and is expected to be recognized over a weighted-average service period of 1.1 years. During the three months ended December 31, 2019, we granted a total of 54 restricted shares to members of the Company's leadership team. A summary of our restricted share activity for the three months ended December 31, 2019 is as follows: Restricted Shares Outstanding – September 30, 2019 20 Granted 54 Forfeited — Outstanding - December 31, 2019 74 As of December 31, 2019, our total unrecognized compensation cost related to non-vested restricted shares was $208 and is expected to be recognized over a weighted-average service period of 1.75 years. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 3 Months Ended |
Dec. 31, 2019 | |
INCOME (LOSS) PER SHARE | |
INCOME (LOSS) PER SHARE | 3. INCOME (LOSS) PER SHARE We compute basic income (loss) per share using the weighted average number of common shares outstanding. The Company has two categories of dilutive potential common shares: Series A preferred shares issued in May 2011 in connection with our registered direct offering and shares issuable upon exercise of options. We compute diluted earnings per share using the if-converted method for preferred shares and the treasury stock method for stock options, respectively. Shares issuable upon exercise of 297 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2018 because they were anti-dilutive. Shares issuable upon exercise of 785 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2019 because they were anti-dilutive. The following table reconciles our computation of basic net loss per share to diluted loss per share: Three Months Ended December 31, 2019 2018 Basic net loss per share: Net loss applicable to common shareholders $ (1,426) $ (85) Weighted average common shares outstanding 10,669 10,245 Basic net loss per share $ (0.13) $ (0.01) Diluted net loss per share: Diluted net loss applicable to common shareholders $ (1,426) $ (85) Weighted average common shares outstanding 10,669 10,245 Plus: Incremental shares from assumed conversions: Series A preferred shares — — Dilutive stock options/shares — — Diluted weighted average common shares outstanding 10,669 10,245 Diluted net loss per share $ (0.13) $ (0.01) |
INVENTORIES
INVENTORIES | 3 Months Ended |
Dec. 31, 2019 | |
INVENTORIES | |
INVENTORIES | 4. INVENTORIES Inventories consisted of the following: December 31, September 30, 2019 2019 Raw materials $ 784 $ 858 Work in progress 87 89 Finished goods 371 346 1,242 1,293 Obsolescence reserve (208) (198) $ 1,034 $ 1,095 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Dec. 31, 2019 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 5. SEGMENT INFORMATION We operate in two principal segments - research services and research products. Our Services segment provides research and development support on a contract basis directly to pharmaceutical companies. Our Products segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. Our accounting policies in these segments are the same as those described in the summary of significant accounting policies found in Note 2 to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended September 30, 2019. Three Months Ended December 31, 2019 2018 Revenue: Service $ 12,142 $ 7,735 Product 776 890 $ 12,918 $ 8,625 Operating income (loss): Service $ 1,263 $ 636 Product (271) (80) Corporate (2,012) (515) $ (1,020) $ 41 Interest expense (311) (126) Other income 2 1 Loss before income taxes $ (1,329) $ (84) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 6. INCOME TAXES We use the asset and liability method of accounting for income taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. We measure deferred tax assets and liabilities 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. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. We record valuation allowances based on a determination of the expected realization of tax assets. On December 22, 2017, the United States ("U.S.") enacted significant changes to the U.S. tax law following the passage and signing of H.R.1, "An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018" (the "Tax Act") (previously known as "The Tax Cuts and Jobs Act"). The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%. Accordingly, the Company's income tax provision as of December 31, 2017 reflects the current year impacts of the U.S. Tax Act on the estimated annual effective tax rate. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. The impact from the permanent reduction to the U.S. federal corporate income tax rate from 35% to 21% is effective January 1, 2018 (the "Effective Date"). When a U.S. federal tax rate change occurs during a fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment and as a result the Company calculated a U.S. federal statutory income tax rate of 21% for the current fiscal year end September 30, 2019. The difference between the enacted federal statutory rate of 21% and our effective rate of (7.32) % for the quarterly period ended December 31, 2019 is due to changes in our valuation allowance on our net deferred tax assets. The impact of the newly enacted federal statutory rate as a result of the Tax Act to the net deferred tax assets is a $1,648 decrease with any offsetting decrease to the valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. We measure the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon settlement of the position. At December 31, 2019 and September 30, 2019, we had no liability for uncertain income tax positions. We record interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense. Any changes in the liability for uncertain tax positions would impact our effective tax rate. We do not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. We file income tax returns in the U.S. and several U.S. states. We remain subject to examination by taxing authorities in the jurisdictions in which we have filed returns for years after 2013. |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2019 | |
DEBT | |
DEBT | 7. DEBT Credit Facility On December 1, 2019, in connection with the PCRS Acquisition (as described in Note 10), we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (“FIB”). The Credit Agreement includes five term loans (the “Initial Term Loan,” “Second Term Loan,” “Third Term Loan,” “Fourth Term Loan,” and “Fifth Term Loan,” respectively), a revolving line of credit (the “Revolving Facility”), a construction draw loan (the “Construction Draw Loan”), an equipment draw loan (the “Equipment Draw Loan”), and two capital expenditure lines of credit (the “Initial Capex Line” and the “Second Capex Line,” respectively). The Initial Term Loan for $4,500 bears interest at a fixed rate of 3.99%, with monthly principal and interest payments of approximately $33. The Initial Term Loan matures June 23, 2022. The balance on the Initial Term Loan at December 31, 2019 was $3,930. We used the proceeds from the Initial Term Loan to satisfy our indebtedness with Huntington Bank and terminated the related interest rate swap. The Second Term Loan for $5,500 was used to fund a portion of the cash consideration for the Seventh Wave Acquisition (as described in Note 10). Amounts outstanding under the Second Term Loan bear interest at a fixed per annum rate of 5.06%, with monthly principal and interest payments equal to $78. The Second Term Loan matures July 2, 2023 and the balance on the Second Term Loan at December 31, 2019 was $4,541. The Third Term Loan for $1,271 was used to fund the cash consideration for the Smithers Avanza Acquisition (as described in Note 10). Amounts outstanding under the Third Term Loan bear interest at a fixed per annum rate of 4.63%. The Third Term Loan required monthly interest only payments until December 1, 2019, from which time payments of principal and interest in monthly installments of $20 are required, with all accrued but unpaid interest, cost and expenses due and payable at the maturity date. The Third Term Loan matures November 1, 2025 and the balance on the Third Term Loan at December 31, 2019 was $1,255. The Fourth Term Loan in the principal amount of $1,500 has a maturity of June 1, 2025. Interest accrues on the Fourth Term Loan at a fixed per annum rate equal to 4%, with interest payments only commencing January 1, 2020 through June 1, 2020, with monthly payments of principal and interest thereafter through maturity. The balance on the Fourth Term Loan at December 31, 2019 was $1,500. The Fifth Term loan in the principal amount of $1,939 has a maturity of December 1, 2024. Interest accrues on the Fifth Term Loan at a fixed per annum rate equal to 4%, with payments of principal and interest due monthly through maturity. The balance on the Fifth Term Loan at December 31, 2019 was $1,939. We entered into the Fourth Term Loan and the Fifth Term Loan in connection with the PCRS Acquisition. The Revolving Facility provides a line of credit for up to $5,000, which the Company may borrow from time to time, subject to the terms of the Credit Agreement, including as may be limited by the amount of the Company’s outstanding eligible receivables. The Revolving Facility has a maturity of January 31, 2021 and requires monthly accrued and unpaid interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Zero Basis Points (0.0)%, which rate shall change concurrently with the Prime Rate. The balance on the Revolving Facility was $725 as of December 31, 2019. The Construction Draw Loan provides for borrowings up to a principal amount not to exceed $4,445 and the Equipment Draw Loan provides for borrowings up to a principal amount not to exceed $1,429. The Construction Draw Loan and Equipment Draw Loan each mature on March 28, 2025. As of December 31, 2019, there was a $4,247 balance on the Construction Draw Loan and a $1,237 balance on the Equipment Draw Loan. Subject to certain conditions precedent, the Construction Draw Loan and an Equipment Draw Loan each permit the Company to obtain advances aggregating up to the maximum principal amount available for such loan through March 28, 2020. Amounts outstanding under these loans bear interest at a fixed per annum rate of 5.20%. The Construction Draw Loan and the Equipment Draw Loan each require monthly payments of accrued interest on amounts outstanding through March 28, 2020, and thereafter monthly payments of principal and interest on amounts then outstanding through maturity. We have utilized funds from the Construction Draw Loan and the Equipment Draw Loan in connection with the Evansville facility expansion. The Initial Capex Line provides for borrowings up to the principal amount of $1,100, which the Company may borrow from time to time, subject to the terms of the Credit Agreement. The Initial Capex Line matures on June 30, 2020, and as of December 31, 2019, had a balance of $948. Interest accrues on the principal balance of the Initial Capex Line at a floating per annum rate equal to the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. The Company is required to pay accrued but unpaid interest on the Initial Capex Line on a monthly basis until June 30, 2020, at which time the entire balance of the Capex Line, together with accrued but unpaid interest, costs and expenses, shall be due and payable in full. The Second Capex Line provides for borrowings up to the principal amount of $3,000, subject to the terms of the Credit Agreement, with a maturity of December 31, 2020 and interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. At December 31, 2019, the balance on the Second Capex Line was $435. The Company’s obligations under the Credit Agreement are guaranteed by BAS Evansville, Inc. (“BASEV”), Seventh Wave Laboratories, LLC, BASi Gaithersburg LLC, as well as Bronco Research Services LLC (“Bronco”), each a wholly owned subsidiary of the Company (collectively, the "Guarantors"). The Company’s obligations under the Credit Agreement and the Guarantor's obligations under their respective guaranties are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors, respectively, mortgages on the Company’s, BASEV’s and Bronco’s facilities in West Lafayette, Indiana, Evansville, Indiana, and Fort Collins, Colorado, respectively, and pledges of the Company’s ownership interests in its subsidiaries. The Credit Agreement includes financial covenants consisting of (i) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.0, tested quarterly and measured on a trailing twelve (12) month basis and (ii) beginning March 31, 2020 a Cash Flow Leverage Ratio (as defined in the Credit Agreement), tested quarterly, as follows: not to exceed (a) as of March 31, 2020, 5.00 to 1.00, (b) as of June 30, 2020, 4.50 to 1.00, (c) as of September 30, 2020, 4.25 to 1.00 and (d) as of December 31, 2020 and each quarter thereafter, 4.00 to 1.00. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, FIB may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company has also agreed to obtain a life insurance policy in an amount not less than $5,000 for its President and Chief Executive Officer and to provide FIB an assignment of such life insurance policy as collateral. In addition to the indebtedness under our Credit Agreement, as part of the Smithers Avanza Acquisition, we have an unsecured promissory note payable to the Smithers Avanza Seller in the initial principal amount of $810 made by BASi Gaithersburg and guaranteed by the Company. The promissory note bears interest at 6.5% with monthly payments and maturity date of May 1, 2022. As part of the PCRS Acquisition, we also have an unsecured promissory note payable to the Preclinical Research Services Seller in the initial principal amount of $800. The promissory note bears interest at 4.5% with monthly payments and a maturity date of December 1, 2024. Long term debt is detailed in the table below. As of: December 31, 2019 September 30, 2019 Initial term loan $ 3,930 $ 3,990 Subsequent term loan 4,541 4,715 Third term loan 1,255 1,271 New term loan 1,500 — PCRS building loan 1,939 — Subtotal term loans 13,165 9,662 Construction and Equipment loans 5,484 4,301 Seller Note – Smithers Avanza 810 810 Seller Note – Preclinical Research Services 800 — 20,259 15,087 Less: Current portion (1,153) (1,109) Less: Debt issue costs not amortized (302) (207) Total Long-term debt $ 18,804 $ 13,771 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Dec. 31, 2019 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES As part of a fiscal 2012 restructuring, we accrued for lease payments at the cease use date for our United Kingdom facility and have considered free rent, sublease rentals and the number of days it would take to restore the space to its original condition prior to our improvements. Based on these matters, we had a $1,117 reserve for lease related costs and for legal and professional fees and other costs to remove improvements previously made to the facility. During the first quarter of fiscal 2020, the Company released a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. At December 31, 2019 and September 30, 2019, respectively, we had $304 and $349 reserved for the remaining liability. The reserve is classified as a current liability on the condensed consolidated balance sheets. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Dec. 31, 2019 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | 9. NEW ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. On October 1, 2019, the Company adopted ASC 842 Leases (ASU No.2016-02) and all the related amendments to its lease contracts using the modified retrospective method. The effective date was used as the Company’s date of initial application with no restatement of prior periods. As such prior periods continue to be reported under the accounting standards in effect for those periods. The Company recorded upon adoption a right-of -use asset and lease liability on the consolidated condensed balance sheet of $9,558 and $9,686, respectively. The lease liability reflects the present value of the Company’s estimated future minimum lease payments over the term of the lease, which includes options that are reasonably certain to be exercised, discounted utilizing a collateralized incremental borrowing rate. The impact of the new lease standard does not affect the Company’s cash flows. See Note 12 Leases for additional information. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument” “CECL”). ASU 2016-13 requires an allowance for expected credit losses on financial assets be recognized as early as day one of the instrument. This ASU departs from the incurred loss model which means the probability threshold is removed. It considers more forward-looking information and requires the entity to estimate its credit losses as far as it can reasonably estimate. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing this pronouncement and does not expect a material impact to the financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Dec. 31, 2019 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 10. BUSINESS COMBINATIONS Smithers Avanza Toxicology Services LLC acquisition Overview On May 1, 2019, the Company, through its wholly-owned subsidiary BASi Gaithersburg LLC (f/k/a Oriole Toxicology Services LLC) (the " Smithers Avanza Purchaser"), acquired (the "Smithers Avanza Acquisition") from Smithers Avanza Toxicology Services LLC (the "Smithers Avanza Seller"), a consulting-based contract research laboratory located in Gaithersburg, Maryland, substantially all of the assets used by the Smithers Avanza Seller in connection with the performance of in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial chemicals, under the terms and conditions of an Asset Purchase Agreement, dated May 1, 2019, among the Smithers Avanza Purchaser, the Company, the Smithers Avanza Seller and the member of the Smithers Avanza Seller (the "Smithers Avanza Purchase Agreement"). The total consideration for the Smithers Avanza Acquisition was $2,595, which consisted of $1,271 in cash, subject to certain adjustments and an indemnity escrow of $125, 200 of the Company's common shares valued at $394 using the closing price of the Company's common shares on April 30, 2019 and an unsecured promissory note in the initial principal amount of $810 made by the Smithers Avanza Purchaser and guaranteed by the Company. The promissory note bears interest at 6.5%. The Company funded the cash portion of the purchase price for the Smithers Avanza Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB. The Smithers Avanza Purchase Agreement contains customary representations, warranties, covenants (including non-competition requirements applicable to the selling parties for a 5-year period) and indemnification provisions. As contemplated by the Smithers Avanza Purchase Agreement, on May 1, 2019 the Smithers Avanza Purchaser assumed amended lease arrangements for certain premises in Gaithersburg, Maryland (the "Lease Arrangements"). Under the Lease Arrangements, the Smithers Avanza Purchaser agreed to lease the premises for a term of 5 years and 8 months, with two 5 year extensions at the Smithers Avanza Purchaser's option. Annual minimum rental payments under the initial term of the Lease Arrangements range from $400 to $600, provided that the Lease Arrangements provide the Smithers Avanza Purchaser with the option to purchase the premises. The Lease Arrangements include customary rights upon a default by landlord or tenant. Accounting for the Transaction The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company's results from the acquisition date of May 1, 2019. The Company's allocation of the $2,595 purchase price to Smithers Avanza's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of May 1, 2019, and is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The purchase price allocation as of September 30, 2019 was as follows: Allocation as of September 30, 2019 Assets acquired and liabilities assumed: Receivables $ 1,128 Property and equipment 1,564 Prepaid expenses 147 Goodwill 545 Accrued expenses (219) Customer advances (570) $ 2,595 The allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment. Smithers Avanza recorded revenues of $2,695 and net income of $31 for the three month period ending December 31, 2019. PCRS acquisition Overview On November 8, 2019, the Company and Bronco Research Services LLC, a wholly owned subsidiary of the Company (the “PCRS Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pre-Clinical Research Services, Inc., a Colorado corporation (the “PCRS Seller”), and its shareholder. Pursuant to the Purchase Agreement, on December 1, 2019, the Company indirectly acquired (the “PCRS Acquisition”) substantially all of the assets of PCRS Seller used or useful by PCRS Seller in connection with PCRS Seller's provision of GLP and non-GLP preclinical testing for the pharmaceutical and medical device industries. The total consideration for the PCRS Acquisition was $5,857, which consisted of $1,500 in cash, subject to certain adjustments, 240 of the Company’s common shares valued at $1,133 using the closing price of the Company’s common shares on November 29, 2019 and an unsecured promissory note in the initial principal amount of $800 made by PCRS Purchaser. The promissory note bears interest at 4.5%. The Company also purchased certain real property located in Fort Collins, Colorado, comprising the main facility for the PCRS Seller’s business and additional property located next to the facility available for future expansion, for $2,500. The Company funded the cash portion of the purchase price for the PCRS Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB, as described in Note 7. As contemplated by the Purchase Agreement, the Company also entered into a lease arrangement for an ancillary property used by Seller’s business, located in Livermore, Colorado. Accounting for the Transaction The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company’s results from the acquisition date of December 1, 2019. The Company’s allocation of the $5,857 purchase price to PCRS's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of December 1, 2019, is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The preliminary purchase price allocation as of December 31, 2019 is as follows: Preliminary Allocation as of December 31, 2019 Assets acquired and liabilities assumed: Receivables $ 578 Property and equipment 2,666 Unbilled revenues 162 Prepaid expenses 27 Goodwill 3,002 Accounts payable (109) Accrued expenses (118) Customer advances (351) $ 5,857 The preliminary allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment. The Company incurred transaction costs of $214 for the three months ended December 31, 2019 related to the PCRS Acquisition. These costs were expensed as incurred and were primarily recorded as selling, general, and administrative expenses on the Company’s consolidated statements of operations and comprehensive loss. PCRS recorded revenues of $381 and net income of $66 for the three month period ending December 31, 2019. Pro Forma Results The Company’s unaudited pro forma results of operations for the three months ended December 31, 2018 assuming the Smithers Avanza Acquisition and the PCRS Acquisition had occurred as of October 1, 2018 are presented for comparative purposes below. These amounts are based on available information of the results of operations of the Smithers Avanza Seller's operations and the PCRS Seller’s operations prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the Smithers Avanza Acquisition and PCRS Acquisition been completed on October 1, 2018. The unaudited pro forma information is as follows: Three Months Ended December 31, 2019 Total revenues $ 11,345 Net loss (1,173) Pro forma basic net loss per share $ (0.11) Pro forma diluted net loss per share $ (0.11) |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Dec. 31, 2019 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 11. REVENUE RECOGNITION In accordance with ASC 606, which the Company adopted as of October 1, 2018 using the modified retrospective approach, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. Service revenue The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers free archive storage services on certain contracts. Clients can also enter into separate archive storage contracts after the expiration of the free storage period. The Company’s drug discovery and development services contracts that include a free storage period are considered a single performance obligation because the Company provides a highly integrated service. The inclusion of free storage fees in the measurement of progress under the discovery and development service contracts creates a timing difference between the amounts the Company is entitled to receive in reimbursement of cost incurred and amount of revenue recognized on such costs, which is recognized as deferred revenue and classified as client advances on the condensed consolidated balance sheet. The Company’s fixed fee arrangements may involve bioanalytical and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred , including hours, to total estimated direct costs since this best depicts the transfer of assets to the client over the life of the contract. For contracts that involve method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheet. Unbilled revenues represent revenues earned under contracts in advance of billings. Archive services provide climate controlled archiving for client’s data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements typically include only one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed. Certain costs are incurred in obtaining new contracts for our services business. Since these costs would otherwise be amortized within one year or less due to the average length of contracts, the Company chose to adopt the practical expedient and expense these incremental costs as incurred. Product revenue The Company’s products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. In situations which the Company is responsible for shipping before control is transferred to the client, the Company elected the practical expedient to consider the shipment as a fulfillment activity and not a separate performance obligation. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue and recognized ratably over the applicable maintenance period. Certain products manufactured by the Company have a standard limited one year warranty offered. Warranty expenses, though, are immaterial; thus, we have not established a separate warranty liability. The following table presents changes in the Company's contract liabilities for the quarter ended December 31, 2019. Balance at Balance at September 30, 2019 Additions Deductions December 31, 2019 Contract liabilities: Customer advances $ 6,726 $ 14,058 $ (11,206) $ 9,578 |
LEASES
LEASES | 3 Months Ended |
Dec. 31, 2019 | |
LEASES | |
LEASES | 12. LEASES The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land, the company uses to conduct its operations. Facilities leases range in duration from two to ten years, with either renewal options for additional terms as the initial lease term expires, or purchase options. Facilities leases are considered as either operating or financing leases. Equipment leases provide for office equipment, laboratory equipment or services the company uses to conduct its operations. Equipment leases range in duration from 27 to 60 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options. Effective October 1, 2019 the Company adopted ASC 842 Leases using a modified retrospective transition approach which applies the standard to leases existing at the effective date with no restatement of prior periods. The Company’s operating leases have been included in operating lease right-of--use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities in the consolidated balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the leases. The Company’s finance leases are included in property, plant and equipment and current portion of long-term debt. The Company elected to apply the following practical expedients and accounting policy elections permitted by the standard at transition: · The Company has elected that it will not reassess contracts that have expired or existed at the date of adoption for 1) leases under the new definition of a lease, 2) lease classification, 3) whether previously capitalized initial direct costs would qualify for capitalization under the standard. · The Company elected not to separate lease and non-lease components. · The Company elected not to assess whether any land easements are, or contain, leases. · The Company elected to record leases with an initial term of 12 months or less directly in the condensed consolidated statement of comprehensive loss. Right-of-use lease assets and lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows: As of December 31, 2019 Operating right-of-use assets, net $ 4,739 Current portion of operating lease liabilities 864 Long-term operating lease liabilities 4,044 Total operating lease liabilities $ 4,908 Finance right-of-use assets, net 4,641 Current portion of finance lease liabilities 4,616 Long-term finance lease liabilities 17 Total finance lease liabilities $ 4,633 During the three months ended December 31, 2019, the Company had operating lease and finance lease amortizations of $210 and $32 respectively. Finance lease interest recorded in the quarter was $67. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the first quarter ended December 31, 2019 were: As of December 31, 2019 Operating lease costs: Fixed operating lease costs $ 214 Short-term lease costs 14 Variable lease costs 1 Sublease income (159) Finance lease costs: Amortization of right-of-use asset expense 32 Interest on finance lease liability 67 Total lease cost $ 169 The Company serves as lessor to a sublessee in one facility through the end of calendar year 2024. The gross rental income and underlying lease expense are presented gross in the Company’s statement of financial position. The Company received rental income of $159 during the first fiscal quarter of 2020. Supplemental cash flow information related to leases was as follows: Three months Ended December 31, 2019 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 58 Operating cash flows from finance leases 32 Finance cash flows from finance leases 37 Non-cash lease activity: Right-of-use assets obtained in exchange for new operating lease liabilities $ 377 The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of December 31, 2019 were: As of December 31, 2019 Weighted-average remaining lease term (in years) Operating lease 64.95 Finance lease 7.09 Weighted-average discount rate (in percentages) Operating lease 5.22 Finance lease 5.95 Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of December 31, 2019, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases 2020 $ 886 $ 4,749 2021 890 17 2022 965 — 2023 969 — 2024 1,504 — Thereafter 508 — Total minimum future lease payments 5,722 4,766 Less interest (814) (133) Total lease liability 4,908 4,633 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 13. SUBSEQUENT EVENT On January 27, 2020, the Company entered into a new Employment Agreement (the “Employment Agreement”) with Robert Leasure, Jr. The Employment Agreement replaces Mr. Leasure’s prior employment agreement, which expired on December 31, 2019. Pursuant to the Employment Agreement, Mr. Leasure agrees to continue to serve as the President and Chief Executive Officer of the Company for a term ending on December 31, 2020, subject to extension for successive one-year periods thereafter upon the mutual agreement of the parties. Under the Employment Agreement, Mr. Leasure will (i) be entitled to receive an annual base salary of $370,000, (ii) have an annual incentive opportunity of up to 50% of his base salary and (iii) be entitled to vacation in accordance with Company policy and reimbursement for ordinary and necessary business expenses. Mr. Leasure will also be entitled to participate in the Company’s benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans. Also under the terms of the Employment Agreement and under the Company’s 2018 Equity Incentive Plan (the “Plan”), on the effective date of the Employment Agreement, Mr. Leasure received (i) 13,000 restricted common shares of the Company and (ii) options to purchase 45,000 of the Company’s common shares, in each case subject to vesting and forfeiture, including in the event of Mr. Leasure’s termination by the Company for cause or Mr. Leasure’s resignation other than for good reason (each as defined in the Employment Agreement). The Employment Agreement provides for certain non-competition, non-solicitation and confidentiality undertakings. Should Mr. Leasure’s employment be terminated by reason of Mr. Leasure’s death, by the Company without cause or in the event of Mr. Leasure’s disability (as defined in the Employment Agreement), or by Mr. Leasure for good reason, Mr. Leasure or his estate would be entitled to his base salary and a prorated portion of his annual incentive award for the year in which termination occurs, in each case through the effective date of the termination of his employment. If Mr. Leasure’s employment is terminated by the Company other than for cause, or by Mr. Leasure for good reason, in either case within 12 months after a change in control (as defined in the Plan) (i) the Company would pay to Mr. Leasure in a lump sum, as severance compensation, an amount equal to one times his base salary then in effect plus one times his annual incentive compensation paid for the Company’s last calendar year, (ii) all unvested outstanding options to purchase the Company’s common shares, unvested awards of restricted shares and unvested awards of restricted share units held by Mr. Leasure would vest immediately prior to the termination and, in the case of any such options, remain exercisable for a period of 30 days following the effective date of the termination, and (iii) Mr. Leasure would be entitled to receive, a pro-rata portion of the number of performance shares that would have been earned by Mr. Leasure if the performance conditions related thereto were satisfied at the target level for such awards and Mr. Leasure had been employed on the date required to earn such shares. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION | |
Schedule of stock option activity | A summary of our stock option activity for the three months ended December 31, 2019 is as follows (in thousands except for share prices): Weighted- Weighted- Average Average Options Exercise Grant Date (shares) Price Fair Value Outstanding - October 1, 2019 776 $ 1.61 $ 1.22 Exercised — Granted 11 $ 4.64 $ 3.14 Forfeited (2) $ 1.56 Outstanding - December 31, 2019 785 $ 1.65 $ 1.25 Exercisable at December 31, 2019 223 |
Schedule of weighted-average assumptions used to compute the fair value of the options granted | The weighted-average assumptions used to compute the fair value of the options granted in the three months ended December 31, 2019 were as follows: Risk-free interest rate 1.77 % Dividend yield 0.00 % Volatility of the expected market price of the Company's common shares 71.0%-71.5 % Expected life of the options (years) 8.0 |
Schedule of restricted share activity | During the three months ended December 31, 2019, we granted a total of 54 restricted shares to members of the Company's leadership team. A summary of our restricted share activity for the three months ended December 31, 2019 is as follows: Restricted Shares Outstanding – September 30, 2019 20 Granted 54 Forfeited — Outstanding - December 31, 2019 74 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
INCOME (LOSS) PER SHARE | |
Schedule of computation of basic net loss per share to diluted income per share | The following table reconciles our computation of basic net loss per share to diluted loss per share: Three Months Ended December 31, 2019 2018 Basic net loss per share: Net loss applicable to common shareholders $ (1,426) $ (85) Weighted average common shares outstanding 10,669 10,245 Basic net loss per share $ (0.13) $ (0.01) Diluted net loss per share: Diluted net loss applicable to common shareholders $ (1,426) $ (85) Weighted average common shares outstanding 10,669 10,245 Plus: Incremental shares from assumed conversions: Series A preferred shares — — Dilutive stock options/shares — — Diluted weighted average common shares outstanding 10,669 10,245 Diluted net loss per share $ (0.13) $ (0.01) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
INVENTORIES | |
Schedule of inventory | Inventories consisted of the following: December 31, September 30, 2019 2019 Raw materials $ 784 $ 858 Work in progress 87 89 Finished goods 371 346 1,242 1,293 Obsolescence reserve (208) (198) $ 1,034 $ 1,095 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
SEGMENT INFORMATION | |
Schedule of operating segments | Three Months Ended December 31, 2019 2018 Revenue: Service $ 12,142 $ 7,735 Product 776 890 $ 12,918 $ 8,625 Operating income (loss): Service $ 1,263 $ 636 Product (271) (80) Corporate (2,012) (515) $ (1,020) $ 41 Interest expense (311) (126) Other income 2 1 Loss before income taxes $ (1,329) $ (84) |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
DEBT | |
Schedule of Long-term debt | Long term debt is detailed in the table below. As of: December 31, 2019 September 30, 2019 Initial term loan $ 3,930 $ 3,990 Subsequent term loan 4,541 4,715 Third term loan 1,255 1,271 New term loan 1,500 — PCRS building loan 1,939 — Subtotal term loans 13,165 9,662 Construction and Equipment loans 5,484 4,301 Seller Note – Smithers Avanza 810 810 Seller Note – Preclinical Research Services 800 — 20,259 15,087 Less: Current portion (1,153) (1,109) Less: Debt issue costs not amortized (302) (207) Total Long-term debt $ 18,804 $ 13,771 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
BUSINESS COMBINATIONS | |
Schedule of Unaudited pro forma information | Three Months Ended December 31, 2019 Total revenues $ 11,345 Net loss (1,173) Pro forma basic net loss per share $ (0.11) Pro forma diluted net loss per share $ (0.11) |
Smithers Avanza Toxicology Services LLC acquisition | |
BUSINESS COMBINATIONS | |
Schedule of Preliminary purchase price allocation | Allocation as of September 30, 2019 Assets acquired and liabilities assumed: Receivables $ 1,128 Property and equipment 1,564 Prepaid expenses 147 Goodwill 545 Accrued expenses (219) Customer advances (570) $ 2,595 |
PCRS acquisition | |
BUSINESS COMBINATIONS | |
Schedule of Preliminary purchase price allocation | The preliminary purchase price allocation as of December 31, 2019 is as follows: Preliminary Allocation as of December 31, 2019 Assets acquired and liabilities assumed: Receivables $ 578 Property and equipment 2,666 Unbilled revenues 162 Prepaid expenses 27 Goodwill 3,002 Accounts payable (109) Accrued expenses (118) Customer advances (351) $ 5,857 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
REVENUE RECOGNITION | |
Schedule of the impact of adoption of ASC 606 to the Company's condensed consolidated financial statements | 11. REVENUE RECOGNITION In accordance with ASC 606, which the Company adopted as of October 1, 2018 using the modified retrospective approach, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements. Service revenue The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers free archive storage services on certain contracts. Clients can also enter into separate archive storage contracts after the expiration of the free storage period. The Company’s drug discovery and development services contracts that include a free storage period are considered a single performance obligation because the Company provides a highly integrated service. The inclusion of free storage fees in the measurement of progress under the discovery and development service contracts creates a timing difference between the amounts the Company is entitled to receive in reimbursement of cost incurred and amount of revenue recognized on such costs, which is recognized as deferred revenue and classified as client advances on the condensed consolidated balance sheet. The Company’s fixed fee arrangements may involve bioanalytical and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred , including hours, to total estimated direct costs since this best depicts the transfer of assets to the client over the life of the contract. For contracts that involve method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheet. Unbilled revenues represent revenues earned under contracts in advance of billings. Archive services provide climate controlled archiving for client’s data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements typically include only one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed. Certain costs are incurred in obtaining new contracts for our services business. Since these costs would otherwise be amortized within one year or less due to the average length of contracts, the Company chose to adopt the practical expedient and expense these incremental costs as incurred. Product revenue The Company’s products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. In situations which the Company is responsible for shipping before control is transferred to the client, the Company elected the practical expedient to consider the shipment as a fulfillment activity and not a separate performance obligation. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue and recognized ratably over the applicable maintenance period. Certain products manufactured by the Company have a standard limited one year warranty offered. Warranty expenses, though, are immaterial; thus, we have not established a separate warranty liability. The following table presents changes in the Company's contract liabilities for the quarter ended December 31, 2019. Balance at Balance at September 30, 2019 Additions Deductions December 31, 2019 Contract liabilities: Customer advances $ 6,726 $ 14,058 $ (11,206) $ 9,578 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
LEASES | |
Summary of right-of-use lease assets and lease liabilities that are reported in the Company's condensed consolidated balance sheets | As of December 31, 2019 Operating right-of-use assets, net $ 4,739 Current portion of operating lease liabilities 864 Long-term operating lease liabilities 4,044 Total operating lease liabilities $ 4,908 Finance right-of-use assets, net 4,641 Current portion of finance lease liabilities 4,616 Long-term finance lease liabilities 17 Total finance lease liabilities $ 4,633 |
Summary of components of lease expense | As of December 31, 2019 Operating lease costs: Fixed operating lease costs $ 214 Short-term lease costs 14 Variable lease costs 1 Sublease income (159) Finance lease costs: Amortization of right-of-use asset expense 32 Interest on finance lease liability 67 Total lease cost $ 169 |
Summary of supplemental cash flow information related to leases | Three months Ended December 31, 2019 Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 58 Operating cash flows from finance leases 32 Finance cash flows from finance leases 37 Non-cash lease activity: Right-of-use assets obtained in exchange for new operating lease liabilities $ 377 |
Summary of weighted average remaining lease term and discount rate | As of December 31, 2019 Weighted-average remaining lease term (in years) Operating lease 64.95 Finance lease 7.09 Weighted-average discount rate (in percentages) Operating lease 5.22 Finance lease 5.95 |
Summary of maturities of operating lease liabilities for each of the following five years and a total thereafter | Operating Leases Finance Leases 2020 $ 886 $ 4,749 2021 890 17 2022 965 — 2023 969 — 2024 1,504 — Thereafter 508 — Total minimum future lease payments 5,722 4,766 Less interest (814) (133) Total lease liability 4,908 4,633 |
Summary of maturities of finance lease liabilities for each of the following five years and a total thereafter | Operating Leases Finance Leases 2020 $ 886 $ 4,749 2021 890 17 2022 965 — 2023 969 — 2024 1,504 — Thereafter 508 — Total minimum future lease payments 5,722 4,766 Less interest (814) (133) Total lease liability 4,908 4,633 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock option activity (Details) - Employee Stock Option [Member] | 3 Months Ended |
Dec. 31, 2019$ / sharesshares | |
STOCK-BASED COMPENSATION | |
Options (shares) Outstanding | shares | 776 |
Options (shares) Granted | shares | 11 |
Options (shares) Forfeited | shares | (2) |
Options (shares) Outstanding | shares | 785 |
Options (shares) Exercisable | shares | 223 |
Weighted-Average Exercise Price Outstanding | $ 1.61 |
Weighted-Average Exercise Price Granted | 4.64 |
Weighted-Average Exercise Price Forfeited | 1.56 |
Weighted-Average Exercise Price Outstanding | 1.65 |
Weighted-Average Grant Date Fair Value Outstanding | 1.22 |
Weighted-Average Grant Date Fair Value Granted | 3.14 |
Weighted-Average Grant Date Fair Value Outstanding | $ 1.25 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average fair value (Details) | 3 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION | |
Risk-free interest rate | 1.77% |
Dividend yield | 0.00% |
Expected life of the options (years) | 8 years |
Maximum | |
STOCK-BASED COMPENSATION | |
Volatility of the expected market price of the Company's common shares | 71.50% |
Minimum | |
STOCK-BASED COMPENSATION | |
Volatility of the expected market price of the Company's common shares | 71.00% |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted share activity (Details) - Restricted common shares | 3 Months Ended |
Dec. 31, 2019shares | |
Outstanding - September 30, 2019 | 20 |
Granted | 54 |
Forfeited | 0 |
Outstanding - December 30, 2019 | 74 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Two Thousand Eighteen Equity Incentive Plan [Member] | ||
STOCK-BASED COMPENSATION | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 700 | |
Employee Stock Option [Member] | ||
STOCK-BASED COMPENSATION | ||
Employee Service Share-based Compensation, Non-vested Awards, Compensation Not yet Recognized, Stock Options | $ 452 | |
Employee Service Share-based Compensation, Non-vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days | |
Allocated Share-based Compensation Expense | $ 81 | $ 25 |
Restricted common shares | ||
STOCK-BASED COMPENSATION | ||
Employee Service Share-based Compensation, Non-vested Awards, Compensation Not yet Recognized, Stock Options | $ 208 | |
Employee Service Share-based Compensation, Non-vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 54 |
INCOME (LOSS) PER SHARE - Addit
INCOME (LOSS) PER SHARE - Additional Information (Details) - shares | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Option [Member] | ||
LOSS PER SHARE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 785 | 297 |
INCOME (LOSS) PER SHARE - Basic
INCOME (LOSS) PER SHARE - Basic net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic net loss per share: | ||
Net loss applicable to common shareholders | $ (1,426) | $ (85) |
Weighted average common shares outstanding | 10,669 | 10,245 |
Basic net loss per share | $ (0.13) | $ (0.01) |
Diluted net loss per share: | ||
Diluted net loss applicable to common shareholders | $ (1,426) | $ (85) |
Weighted average common shares outstanding | 10,669 | 10,245 |
Plus: Incremental shares from assumed conversions: | ||
Series A preferred shares | 0 | 0 |
Dilutive stock options/shares | 0 | 0 |
Diluted weighted average common shares outstanding | 10,669 | 10,245 |
Diluted net loss per share | $ (0.13) | $ (0.01) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
INVENTORIES | ||
Raw materials | $ 784 | $ 858 |
Work in progress | 87 | 89 |
Finished goods | 371 | 346 |
Gross inventories | 1,242 | 1,293 |
Obsolescence reserve | (208) | (198) |
Inventories | $ 1,034 | $ 1,095 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SEGMENT INFORMATION | ||
Revenue: | $ 12,918 | $ 8,625 |
Operating income (loss): | (1,020) | 41 |
Interest expense | (311) | (126) |
Other income | 2 | 1 |
Loss before income taxes | (1,329) | (84) |
Corporate Segment [Member] | ||
SEGMENT INFORMATION | ||
Operating income (loss): | (2,012) | (515) |
Products Segment [Member] | ||
SEGMENT INFORMATION | ||
Revenue: | 776 | 890 |
Operating income (loss): | (271) | (80) |
Services Segment [Member] | ||
SEGMENT INFORMATION | ||
Revenue: | 12,142 | 7,735 |
Operating income (loss): | $ 1,263 | $ 636 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2019 | |
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 1,648 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
Effective Income Tax Rate Reconciliation, Percent | (7.32%) | |
Liability for uncertain tax positions | $ 0 | $ 0 |
Scenario, Plan [Member] | ||
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 21.00% | |
Maximum | ||
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Minimum | ||
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 20,259 | $ 15,087 |
Less: Current portion | (1,153) | (1,109) |
Less: Debt issue costs not amortized | (302) | (207) |
Total Long-term debt | 18,804 | 13,771 |
Construction and Equipment loans [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 5,484 | 4,301 |
Term Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 13,165 | 9,662 |
Initial Term Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 3,930 | 3,990 |
Subsequent Term Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 4,541 | 4,715 |
Third Term Loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 1,255 | 1,271 |
Fourth Term Loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 1,500 | 0 |
Fifth Term loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 1,939 | 0 |
Smithers Avanza Toxicology Services LLC acquisition | Unsecured promissory note | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 810 | 810 |
PCRS acquisition | Unsecured promissory note | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 800 | $ 0 |
DEBT - Additional Information (
DEBT - Additional Information (Details) | 3 Months Ended | |
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | |
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 20,259,000 | $ 15,087,000 |
Minimum | President and Chief Executive Officer [Member] | ||
DEBT ARRANGEMENTS | ||
Life Insurance, Corporate or Bank Owned, Amount | $ 5,000,000 | |
Credit Arrangements [Member] | Maximum | ||
DEBT ARRANGEMENTS | ||
Minimum Debt Service Coverage Ratio One | 1.25 | |
Minimum Debt Service Coverage Ratio Two | 5 | |
EBITDA Ratio One | 4.50 | |
EBITDA Ratio Two | 4.25 | |
Credit Arrangements [Member] | Minimum | ||
DEBT ARRANGEMENTS | ||
Minimum Debt Service Coverage Ratio One | 1 | |
Minimum Debt Service Coverage Ratio Two | 1 | |
EBITDA Ratio One | 1 | |
EBITDA Ratio Two | 1 | |
First Internet Bank of Indiana [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Periodic Payment | $ 33,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.99% | |
Debt Instrument, Face Amount | $ 4,500,000 | |
Long-term Debt, Gross | 3,930,000 | |
First Internet Bank of Indiana [Member] | Equipment Draw Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 1,237,000 | |
Line of Credit Facility, Additional Borrowing Capacity | 1,429,000 | |
First Internet Bank of Indiana [Member] | Construction Draw Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 4,247,000 | |
Line of Credit Facility, Additional Borrowing Capacity | 4,445,000 | |
First Internet Bank of Indiana [Member] | Revolving Credit Facility [Member] | ||
DEBT ARRANGEMENTS | ||
Line of Credit Facility, Additional Borrowing Capacity | $ 5,000,000 | |
Basis points deducted from prime rate | 0.00% | |
Long-term Line of Credit | $ 725,000 | |
Smithers Avanza Toxicology Services LLC acquisition | Unsecured promissory note | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
Debt Instrument, Face Amount | $ 810,000 | |
PCRS acquisition | Unsecured promissory note | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Periodic Payment | $ 800,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |
Subsequent Term Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 4,541,000 | 4,715,000 |
Subsequent Term Loan [Member] | First Internet Bank of Indiana [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Periodic Payment | $ 78,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.06% | |
Debt Instrument, Face Amount | $ 5,500,000 | |
Long-term Debt | 4,541,000 | |
Third Term Loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | 1,255,000 | 1,271,000 |
Third Term Loan | First Internet Bank of Indiana [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Periodic Payment | $ 20,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.63% | |
Debt Instrument, Face Amount | $ 1,271,000 | |
Long-term Debt | 1,255,000 | |
Fourth Term Loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 1,500,000 | 0 |
Fourth Term Loan | First Internet Bank of Indiana [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |
Debt Instrument, Face Amount | $ 1,500,000 | |
Long-term Debt | 1,500,000 | |
Fifth Term loan | ||
DEBT ARRANGEMENTS | ||
Long-term Debt | $ 1,939,000 | $ 0 |
Fifth Term loan | First Internet Bank of Indiana [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |
Debt Instrument, Face Amount | $ 1,939,000 | |
Long-term Debt | $ 1,939,000 | |
Current Credit Agreement [Member] | First Internet Bank of Indiana [Member] | Equipment Draw Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | |
Current Credit Agreement [Member] | First Internet Bank of Indiana [Member] | Construction Draw Loan [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | |
Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Face Amount | $ 1,100,000 | |
Long-term Debt | $ 948,000 | |
Basis points deducted from prime rate | (0.50%) | |
Second Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member] | ||
DEBT ARRANGEMENTS | ||
Debt Instrument, Face Amount | $ 3,000 | |
Long-term Debt | $ 435,000 | |
Basis points deducted from prime rate | (0.50%) | |
Second Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member] | Base Rate [Member] | ||
DEBT ARRANGEMENTS | ||
Basis points deducted from prime rate | 4.00% |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Current | $ 304 | $ 349 |
Contract Termination [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserves | $ 1,117 |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 01, 2019 | Sep. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of -use asset | $ 4,739 | $ 0 | |
Lease liability | $ 4,908 | ||
Restatement | Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of -use asset | $ 9,558 | ||
Lease liability | $ 9,686 |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary purchase price (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Smithers Avanza Toxicology Services LLC acquisition | ||
Assets acquired and liabilities assumed: | ||
Receivables | $ 1,128 | |
Property and equipment | 1,564 | |
Prepaid expenses | 147 | |
Goodwill | 545 | |
Accrued expenses | (219) | |
Customer advances | (570) | |
Total | $ 2,595 | |
PCRS acquisition | ||
Assets acquired and liabilities assumed: | ||
Receivables | $ 578 | |
Property and equipment | 2,666 | |
Unbilled revenues | 162 | |
Prepaid expenses | 27 | |
Goodwill | 3,002 | |
Accounts payable | (109) | |
Accrued expenses | (118) | |
Customer advances | 351 | |
Total | $ 5,857 |
BUSINESS COMBINATIONS - Unaudit
BUSINESS COMBINATIONS - Unaudited pro forma (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
BUSINESS COMBINATIONS | |
Total revenues | $ | $ 11,345 |
Net (loss) income | $ | $ (1,173) |
Pro forma basic net loss per share | $ / shares | $ (0.11) |
Pro forma diluted net loss per share | $ / shares | $ (0.11) |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) $ in Thousands | Nov. 08, 2019USD ($) | May 01, 2019USD ($)itemshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Nov. 29, 2019USD ($) | Sep. 30, 2019shares | May 31, 2019USD ($) |
BUSINESS COMBINATIONS | |||||||
Common Stock, Shares, Issued | shares | 10,805,057 | 10,510,694 | |||||
Payments to Acquire Businesses, Gross | $ 2,165 | $ 684 | |||||
Finance Lease, Liability, Payment, Due | 4,766 | ||||||
Operating Lease, Payments | 58 | ||||||
Revenues | 12,918 | 8,625 | |||||
Net loss | (1,426) | $ (85) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 2,595 | ||||||
Smithers Avanza Toxicology Services LLC acquisition | |||||||
BUSINESS COMBINATIONS | |||||||
Business Combination, Consideration Transferred | $ 2,595 | ||||||
Escrow Deposit Disbursements Related to Property Acquisition | $ 125 | ||||||
Common Stock, Shares, Issued | shares | 200 | ||||||
Payments to Acquire Businesses, Gross | $ 1,271 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 394 | ||||||
Class of Warrant or Right, Covenants Period | 5 years | ||||||
Revenues | 2,695 | ||||||
Net loss | 31 | ||||||
Smithers Avanza Toxicology Services LLC acquisition | Promissory Note [Member] | |||||||
BUSINESS COMBINATIONS | |||||||
Debt Instrument, Face Amount | $ 810 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.50% | ||||||
PCRS acquisition | |||||||
BUSINESS COMBINATIONS | |||||||
Business Combination, Contingent Consideration, Asset | $ 5,857 | ||||||
Business Combination, Consideration Transferred | 1,500 | ||||||
Payments for purchase of certain real property | $ 2,500 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,133 | ||||||
Business Acquisition, Transaction Costs | 214 | ||||||
Revenues | 381 | ||||||
Net loss | $ 66 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,857 | ||||||
PCRS acquisition | Unsecured promissory note | |||||||
BUSINESS COMBINATIONS | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||||||
Debt Instrument, Face Amount | $ 800 | ||||||
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition | |||||||
BUSINESS COMBINATIONS | |||||||
Lessee, Operating Lease, Term of Contract | 5 years 8 months | ||||||
Number of Lease Extension Terms | item | 2 | ||||||
Lessee, Operating Lease, Renewal Term | 5 years | ||||||
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition | Minimum | |||||||
BUSINESS COMBINATIONS | |||||||
Operating Lease, Payments | $ 400 | ||||||
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition | Maximum | |||||||
BUSINESS COMBINATIONS | |||||||
Operating Lease, Payments | $ 600 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in contract liabilities (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
REVENUE RECOGNITION | |
Customet advances beginning balance | $ 6,726 |
Additions | 14,058 |
Deductions | (11,206) |
Customet advances ending balance | $ 9,578 |
LEASES (Details)
LEASES (Details) | 3 Months Ended |
Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |
Renewal option, operating lease | true |
Renewal option, finance lease | true |
Lease, Practical Expedients, Package [true false] | true |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true |
Lease, Practical Expedient, Land Easement [true false] | true |
Facilities leases | Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating lease | 2 years |
Lease term, finance lease | 2 years |
Facilities leases | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating lease | 10 years |
Lease term, finance lease | 10 years |
Equipment leases | Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating lease | 27 months |
Lease term, finance lease | 27 months |
Equipment leases | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating lease | 60 months |
Lease term, finance lease | 60 months |
LEASES - Right-of-use lease ass
LEASES - Right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Right-of-use lease assets and lease liabilities | ||
Operating lease right-of use-assets, net | $ 4,739 | $ 0 |
Current portion of operating lease liabilities | 864 | 0 |
Long-term operating lease liabilities | 4,044 | 0 |
Total operating lease liabilities | 4,908 | |
Finance right-of-use assets, net | 4,641 | 0 |
Current portion of finance lease liabilities | 4,616 | 18 |
Long-term finance lease liabilities | 17 | $ 18 |
Total lease liability | $ 4,633 |
LEASES - Operating lease (Detai
LEASES - Operating lease (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
LEASES | |
Amortization of operating lease | $ 210 |
Amortization of finance lease | 32 |
Finance lease interest | $ 67 |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease costs: | |
Fixed operating lease costs | $ 214 |
Short-term lease costs | 14 |
Variable lease costs | 1 |
Sublease income | (159) |
Finance lease costs: | |
Amortization of finance lease | 32 |
Interest on finance lease liability | 67 |
Total lease cost | $ 169 |
LEASES - Weighted average remai
LEASES - Weighted average remaining lease (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Cash flows Included in Measurement of Lease Liabilitiest [Abstract] | |
Operating cash flows from operating leases | $ 58 |
Operating cash flows from finance leases | 32 |
Finance cash flows from finance leases | 37 |
Non-cash lease activity: | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 377 |
Operating lease, weighted-average remaining lease term (in years) | 64 years 11 months 12 days |
Finance lease, weighted-average remaining lease term (in years) | 7 years 1 month 2 days |
Operating lease, weighted-average discount rate (in percentages) | 5.22% |
Finance lease, weighted-average discount rate (in percentages) | 5.95% |
LEASES - Maturities of operatin
LEASES - Maturities of operating and finance lease (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 886 |
2021 | 890 |
2022 | 965 |
2023 | 969 |
2024 | 1,504 |
Thereafter | 508 |
Lessee, Operating Lease, Liability, Payments, Due, Total | 5,722 |
Less interest | (814) |
Total operating lease liabilities | 4,908 |
Maturities of finance lease liabilities | |
2020 | 4,749 |
2021 | 17 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total minimum future lease payments | 4,766 |
Less interest | (133) |
Total lease liability | $ 4,633 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands | Jan. 27, 2020 | Dec. 31, 2019 |
Restricted common shares | ||
SUBSEQUENT EVENTS | ||
Number of shares granted | 54 | |
Subsequent event | ||
SUBSEQUENT EVENTS | ||
Extension term for employment | 1 year | |
Annual base salary | $ 370,000 | |
Percentage of annual incentive opportunity | 50.00% | |
Options to purchase Company's common shares | 45,000 | |
Subsequent event | Restricted common shares | ||
SUBSEQUENT EVENTS | ||
Number of shares granted | 13,000 |