Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | JANEL CORP | |
Entity Central Index Key | 0001133062 | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Address, State or Province | NY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 901,154 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Current Assets: | ||
Cash | $ 3,509 | $ 3,349 |
Accounts receivable, net of allowance for doubtful accounts | 24,310 | 20,245 |
Inventory, net | 3,689 | 3,666 |
Prepaid expenses and other assets | 446 | 433 |
Total current assets | 31,954 | 27,693 |
Property and Equipment, net | 4,965 | 4,977 |
Other Assets: | ||
Intangible assets, net | 14,750 | 13,333 |
Goodwill | 15,955 | 14,146 |
Operating lease right of use asset | 2,456 | 2,621 |
Security deposits and other long-term assets | 301 | 265 |
Total other assets | 33,462 | 30,365 |
Total assets | 70,381 | 63,035 |
Current Liabilities: | ||
Line of credit | 11,561 | 8,447 |
Accounts payable - trade | 22,772 | 20,769 |
Accrued expenses and other current liabilities | 3,241 | 3,007 |
Dividends payable | 2,030 | 1,661 |
Current portion of Paycheck Protection Program (PPP) loan | 1,068 | 1,913 |
Current portion of deferred acquisition payments | 176 | 178 |
Current portion of subordinated promissory note-related party | 1,145 | 504 |
Current portion of long-term debt | 866 | 866 |
Current portion of operating lease liabilities | 809 | 720 |
Total current liabilities | 43,668 | 38,065 |
Other Liabilities: | ||
Long-term debt | 5,947 | 6,432 |
Long-term portion of Paycheck Protection Program (PPP) loan | 1,683 | 960 |
Subordinated promissory notes-related party | 934 | 39 |
Long-term portion of deferred acquisition payments | 374 | 372 |
Mandatorily redeemable non-controlling interest | 690 | 604 |
Deferred income taxes | 1,822 | 1,569 |
Long-term operating lease liabilities | 1,671 | 1,924 |
Other liabilities | 385 | 388 |
Total other liabilities | 13,506 | 12,288 |
Total liabilities | 57,174 | 50,353 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 4,500,000 shares authorized, 921,154 issued and 901,154 outstanding as of March 31, 2021 and 918,652 issued and 898,652 outstanding as of September 30, 2020 | 1 | 1 |
Paid-in capital | 14,278 | 14,604 |
Treasury stock, at cost, 20,000 shares | (240) | (240) |
Accumulated deficit | (832) | (1,683) |
Total stockholders' equity | 13,207 | 12,682 |
Total liabilities and stockholders' equity | 70,381 | 63,035 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series C [Member] | ||
Current Liabilities: | ||
Dividends payable | 2,030 | 1,661 |
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 4,500,000 | 4,500,000 |
Common stock, shares issued (in shares) | 921,154 | 918,652 |
Common stock, shares outstanding (in shares) | 901,154 | 898,652 |
Treasury stock, at cost (in shares) | 20,000 | 20,000 |
Series B [Member] | ||
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,700 | 5,700 |
Preferred Stock, shares issued (in shares) | 31 | 31 |
Preferred stock, shares outstanding (in shares) | 31 | 31 |
Series C [Member] | ||
Stockholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred Stock, shares issued (in shares) | 20,000 | 20,000 |
Preferred stock, shares outstanding (in shares) | 19,760 | 19,760 |
Preferred stock, liquidation value | $ 11,911 | $ 11,541 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenue | $ 30,142 | $ 19,121 | $ 56,620 | $ 38,942 |
Forwarding expenses and cost of revenues | 22,593 | 13,125 | 42,622 | 26,659 |
Gross profit | 7,549 | 5,996 | 13,998 | 12,283 |
Cost and Expenses: | ||||
Selling, general and administrative | 6,415 | 6,584 | 12,124 | 12,669 |
Amortization of intangible assets | 293 | 243 | 544 | 486 |
Total Costs and Expenses | 6,708 | 6,827 | 12,668 | 13,155 |
Income (Loss) from Operations | 841 | (831) | 1,330 | (872) |
Other Items: | ||||
Interest expense net of interest income | (158) | (141) | (277) | (304) |
Gain on Paycheck Protection Program loan forgiveness | 135 | 0 | 135 | 0 |
Income (Loss) Before Income Taxes | 818 | (972) | 1,188 | (1,176) |
Income tax (expense) benefit | (222) | 35 | (337) | 119 |
Net Income (Loss) | 596 | (937) | 851 | (1,057) |
Preferred stock dividends | (195) | (175) | (369) | (326) |
Net Income (Loss) Available to Common Stockholders | $ 401 | $ (1,112) | $ 482 | $ (1,383) |
Net income (loss) per share | ||||
Basic (in dollars per share) | $ 0.64 | $ (1.08) | $ 0.91 | $ (1.22) |
Diluted (in dollars per share) | 0.61 | (1.08) | 0.87 | (1.22) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | 0.42 | (1.29) | 0.51 | (1.60) |
Diluted (in dollars per share) | $ 0.41 | $ (1.29) | $ 0.49 | $ (1.60) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 936,154 | 865,985 | 936,045 | 865,630 |
Diluted (in shares) | 983,784 | 865,985 | 975,328 | 865,630 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Earnings (Deficit) [Member] | Total |
Balance at Sep. 30, 2019 | $ 0 | $ 1 | $ 15,075 | $ (240) | $ 42 | $ 14,878 |
Balance (in shares) at Sep. 30, 2019 | 20,631 | 863,812 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | $ 0 | $ 0 | 0 | $ 0 | (120) | (120) |
Dividends to preferred stockholders | 0 | 0 | (151) | 0 | 0 | (151) |
Stock-based compensation | 0 | 0 | 55 | 0 | 0 | 55 |
Stock option exercise | $ 0 | $ 0 | 31 | 0 | 0 | 31 |
Stock option exercise (in shares) | 0 | 3,840 | ||||
Balance at Dec. 31, 2019 | $ 0 | $ 1 | 15,010 | $ (240) | (78) | 13,637 |
Balance (in shares) at Dec. 31, 2019 | 20,631 | 867,652 | 20,000 | |||
Balance at Sep. 30, 2019 | $ 0 | $ 1 | 15,075 | $ (240) | 42 | 14,878 |
Balance (in shares) at Sep. 30, 2019 | 20,631 | 863,812 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | (1,057) | |||||
Balance at Mar. 31, 2020 | $ 0 | $ 1 | 14,891 | $ (240) | (1,015) | 13,637 |
Balance (in shares) at Mar. 31, 2020 | 20,631 | 867,652 | 20,000 | |||
Balance at Dec. 31, 2019 | $ 0 | $ 1 | 15,010 | $ (240) | (78) | 13,637 |
Balance (in shares) at Dec. 31, 2019 | 20,631 | 867,652 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | $ 0 | $ 0 | 0 | $ 0 | (937) | (937) |
Dividends to preferred stockholders | 0 | 0 | (175) | 0 | 0 | (175) |
Stock-based compensation | 0 | 0 | 56 | 0 | 0 | 56 |
Balance at Mar. 31, 2020 | $ 0 | $ 1 | 14,891 | $ (240) | (1,015) | 13,637 |
Balance (in shares) at Mar. 31, 2020 | 20,631 | 867,652 | 20,000 | |||
Balance at Sep. 30, 2020 | $ 0 | $ 1 | 14,604 | $ (240) | (1,683) | 12,682 |
Balance (in shares) at Sep. 30, 2020 | 19,791 | 918,652 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | $ 0 | $ 0 | 0 | $ 0 | 255 | 255 |
Dividends to preferred stockholders | 0 | 0 | (174) | 0 | 0 | (174) |
Stock-based compensation | 0 | 0 | 10 | 0 | 0 | 10 |
Stock option exercise | $ 0 | $ 0 | 21 | 0 | 0 | 21 |
Stock option exercise (in shares) | 0 | 2,502 | ||||
Balance at Dec. 31, 2020 | $ 0 | $ 1 | 14,461 | $ (240) | (1,428) | 12,794 |
Balance (in shares) at Dec. 31, 2020 | 19,791 | 921,154 | 20,000 | |||
Balance at Sep. 30, 2020 | $ 0 | $ 1 | 14,604 | $ (240) | (1,683) | 12,682 |
Balance (in shares) at Sep. 30, 2020 | 19,791 | 918,652 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | 851 | |||||
Balance at Mar. 31, 2021 | $ 0 | $ 1 | 14,278 | $ (240) | (832) | 13,207 |
Balance (in shares) at Mar. 31, 2021 | 19,791 | 921,154 | 20,000 | |||
Balance at Dec. 31, 2020 | $ 0 | $ 1 | 14,461 | $ (240) | (1,428) | 12,794 |
Balance (in shares) at Dec. 31, 2020 | 19,791 | 921,154 | 20,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | $ 0 | $ 0 | 0 | $ 0 | 596 | 596 |
Dividends to preferred stockholders | 0 | 0 | (195) | 0 | 0 | (195) |
Stock-based compensation | 0 | 0 | 12 | 0 | 0 | 12 |
Balance at Mar. 31, 2021 | $ 0 | $ 1 | $ 14,278 | $ (240) | $ (832) | $ 13,207 |
Balance (in shares) at Mar. 31, 2021 | 19,791 | 921,154 | 20,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 851 | $ (1,057) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
(Recovery of) provision for uncollectible accounts | (28) | 164 |
Depreciation | 175 | 92 |
Deferred income tax provision | 252 | (183) |
Amortization of intangible assets | 544 | 486 |
Amortization of acquired inventory valuation | 505 | 447 |
Amortization of loan costs | 5 | 14 |
Stock-based compensation | 54 | 149 |
Gain on Paycheck Protection Program loan forgiveness | (135) | 0 |
Changes in fair value of mandatorily redeemable noncontrolling interest | 86 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (3,288) | 7,510 |
Inventory | (302) | (254) |
Prepaid expenses and current assets | (13) | 182 |
Security deposits and other long-term assets | (32) | (166) |
Accounts payable and accrued expenses | 2,042 | (6,166) |
Other liabilities | (2) | (9) |
Net cash provided by operating activities | 714 | 1,209 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment, net of disposals | (85) | (131) |
Acquisitions, net of cash aquired | (2,874) | (116) |
Net cash used in investing activities | (2,959) | (247) |
Cash Flows From Financing Activities: | ||
Repayments of term loan | (476) | (282) |
Proceeds from stock option exercise | 21 | 31 |
Line of credit, proceeds, net | 3,115 | (873) |
Repayment of subordinated promissory notes | (255) | (73) |
Net cash provided by (used in) in financing activities | 2,405 | (1,197) |
Net increase (decrease) in cash | 160 | (235) |
Cash at beginning of the period | 3,349 | 2,163 |
Cash at end of period | 3,509 | 1,928 |
Cash paid during the period for: | ||
Interest | 210 | 309 |
Income taxes | 16 | 9 |
Noncash operating activities: | ||
Gain on Paycheck Protection Program loan forgiveness | 135 | 0 |
Non-cash investing activities: | ||
Due to seller 338 election | 30 | 0 |
Subordinated promissory notes of ICT | 1,760 | 0 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | $ 369 | $ 326 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying interim unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of Article 8 of Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Janel Corporation (the “Company” or “Janel”) believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full fiscal year, or any other period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission. Business description Janel is a holding company with subsidiaries in three business segments: Global Logistics Services, Manufacturing and Life Sciences. A management group at the holding company level focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power. Global Logistics Services The Company’s Global Logistics Services segment is comprised of several wholly-owned subsidiaries, collectively known as “Janel Group.” Janel Group is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air-, ocean- and land-based carriers, customs brokerage services, warehousing and distribution services, and other value-added logistics services. On December 31, 2020, we completed a business combination whereby we acquired substantially all of the assets and certain liabilities of a global logistics services provider with two U.S. locations See On July 23, 2020, we completed a business combination whereby we acquired substantially all of the outstanding common stock of a global logistics services provider with two U.S. locations. See note 2. Manufacturing The Company’s Manufacturing segment is comprised of Indco, Inc. (“Indco”), a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries. Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production orders. Life Sciences The Company’s Life Sciences segment, which is comprised of several wholly-owned subsidiaries, manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists. Our Life Sciences business also produces products for other life science companies on an original equipment manufacturer (“OEM”) basis. On December 4, 2020, the Company, through its wholly owned subsidiary Aves Labs, Inc. (“Aves”), acquired all of the membership interests of ImmunoChemistry Technologies, LLC (“ICT”). See note 2. Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, of which Janel owns 90.68%, with a non-controlling interest held by existing Indco management. The Indco non-controlling interest is mandatorily redeemable and is recorded as a liability. All intercompany transactions and balances have been eliminated in consolidation. Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to accounts receivables valuation, the useful lives of long-term assets, accrual of cost related to ancillary services the Company provides, accrual of tax expense on an interim basis and potential impairment of goodwill and intangible assets with indefinite lives and long-lived assets impairment. Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. Accounts receivable and allowance for doubtful accounts receivable Accounts receivable are recorded at the contractual amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The allowance for doubtful accounts as of March 31, 2021 and September 30, 2020 was $415 and $496, respectively. Inventory Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration for its Life Sciences business. The products of the Life Sciences business require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. Property and equipment and depreciation Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are recorded as expenses when incurred. Goodwill The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually (on September 30) as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. The fair value of our reporting units was in excess of carrying value and goodwill was not deemed to be impaired as of September 30, 2020. There were no indicators of impairment of goodwill as of March 31, 2021. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future. Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. During the fourth quarter ended September 30, 2020, we considered the COVID-19 pandemic as a triggering event in the assessment of recoverability of the indefinite-lived intangibles, and long-lived assets. We performed an impairment test as of September 30, 2020 and concluded that the fair value of intangibles and long-lived assets was not deemed to be impaired as of September 30, 2020. There were no indicators of impairment of long-lived assets as of March 31, 2021. Business segment information The Company operates in three reportable segments: Global Logistics Services, Manufacturing and Life Sciences. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. Revenues and revenue recognition The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customers Global Logistics Services Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Global Logistics Services segment, the Company has determined that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services. The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one- to two-month period. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Generally, revenue is recorded on a gross basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenue is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or in establishing rates with the carrier. In the Global Logistics Services segment, the Company disaggregates its revenues by its four primary service categories: ocean freight, air freight, custom brokerage and trucking and other. A summary of the Company’s revenues disaggregated by major service lines for the three and six months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, Three Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, Service Type 2021 2020 2021 2020 Ocean freight $ 11,435 $ 5,880 $ 20,474 $ 11,737 Trucking and other 4,747 2,653 9,111 6,462 Customs brokerage 3,320 3,111 5,975 5,305 Air freight 4,871 3,684 11,073 7,903 Total $ 24,373 $ 15,328 $ 46,633 $ 31,407 Manufacturing Revenues from Indco are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Indco receives customer product orders via telephone, email, internet or fax. The pricing of each standard product sold is listed in Indco’s print and web-based catalog. Customer specific products are priced by quote. A sales order acknowledgement is sent to every customer for every order to confirm pricing and the specifications of the products ordered. The revenue is recognized at a point in time when the product is shipped to the customer. Life Sciences Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Revenues are recognized when products are shipped and risk of loss is transferred to the carrier(s) used. Income (loss) per common share Basic net income (loss) per common share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding, excluding unvested restricted stock, during the period. Diluted net income (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or warrants or the vesting of restricted stock units. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive. Stock-based compensation to employees Equity classified share-based awards The Company recognizes compensation expense for stock-based payments granted based on the grant-date fair value estimated in accordance with ASC Topic 718, “Compensation-Stock Compensation.” For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for restricted shares; the expense is recognized over the service period for awards expected to vest. Stock-based compensation to non-employees Liability classified share-based awards The Company maintains other share unit compensation grants for shares of Indco, which vest over a period of up to three years following their grant. The shares contain certain put features where the Company is either required or expects to settle vested awards on a cash basis. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 11. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. Non-employee share-based awards Nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. Mandatorily Redeemable Non-Controlling Interests The non-controlling interests that are reflected as mandatorily redeemable non-controlling interests in the consolidated financial statements consist of non-controlling interests related to the Indco acquisition whose owners have certain redemption rights that allow them to require the Company to purchase the non-controlling interests of those owners upon certain events outside the control of the Company, including upon the death of the holder. The Company is required to purchase 20% per year of the mandatorily redeemable non-controlling interest at the option of the holder beginning on the third anniversary of the date of the Indco acquisition, which was March 21, 2019. As of March 31, 2021 and September 30, 2020, the holder had not exercised the redemption rights. On November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco’s common stock at an exercise price of $6.48 for an aggregate purchase price of $45. Indco issued a related party promissory note in the amount of $45, which bears interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2023. This note is included in security deposits and other long-term assets. The fair value of the 7,000 shares of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of 7,000 options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.32% as of March 31, 2021. On the date the Company acquires the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term liabilities section of the consolidated balance sheet under the caption “ Mandatorily redeemable non-controlling interest change in fair value of mandatorily redeemable non-controlling interest Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. Recently issued accounting pronouncements not yet adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Mar. 31, 2021 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS Fiscal 2021 Acquisitions Life Sciences On December 4, 2020, through Aves, the Company completed a business combination whereby we acquired all of the membership interests of ImmunoChemistry Technologies, LLC for an aggregate purchase price of $3,419, net of $105 cash received. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for ICT to the net tangible and identifiable intangible assets based on their estimated fair values. The Company’s preliminary valuation of assets acquired and liabilities assumed, and the fair value amounts noted, are reflected in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Fair Value Accounts receivable $ 177 Inventory 226 Prepaids and other current assets 3 Property & equipment, net 64 Intangibles - customer relationships 1,360 Intangibles - trademark 70 Goodwill 1,438 Accounts payable & accrued expenses (24 ) Purchase price, net of cash received $ 3,314 Global Logistics Services On December 31, 2020, through Janel Group, the Company completed a business combination whereby we acquired substantially all of the assets and certain liabilities of a global logistics services provider with two U.S. locations. The aggregate purchase price for this acquisition was $1,282 . At closing, $1,182 was paid in cash and $100 was placed in escrow for a period of twelve months for the purpose of securing the indemnification obligations of former stockholders. along with a note to the former owner. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. This acquisition was completed to expand our product offerings in our Global Logistics Services segment. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration paid for this acquisition to the net tangible and identifiable intangible assets based on their estimated fair values. The Company’s preliminary valuation of assets acquired and liabilities assumed, and the fair value amounts noted, are reflected in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Fair Value Accounts receivable $ 573 Property & equipment, net 13 Intangibles – customer relationships 480 Intangibles - trademark 20 Intangibles - other 31 Goodwill 304 Accounts payable & accrued expenses (139 ) Purchase price $ 1,282 Fiscal 2020 Acquisition Effective July 23, 2020, through Janel Group, the Company acquired all of the outstanding common stock of Atlantic Customs Brokers, Inc. (“ACB”), |
INVENTORY
INVENTORY | 6 Months Ended |
Mar. 31, 2021 | |
INVENTORY [Abstract] | |
INVENTORY | 3. INVENTORY Inventories consisted of the following: March 31, 2021 September 30, 2020 Finished Goods $ 1,418 $ 1,246 Work-in-Process 1,043 1,406 Raw Materials 1,259 1,039 Gross Inventory 3,720 3,691 Less - Reserve for Inventory Valuation (31 ) (25 ) Inventory, Net $ 3,689 $ 3,666 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: March 31, 2021 September 30, 2020 Life Building and Improvements $ 3,120 $ 3,096 15-30 Years Land and Improvements 1,247 1,235 Indefinite Furniture & Fixtures 232 282 3-7 Years Computer Equipment 571 385 3-5 Years Machinery & Equipment 1,207 1,288 3-15 Years Leasehold Improvements 105 115 3-5 Years 6,482 6,401 Less: Accumulated Depreciation (1,517 ) (1,424 ) Property and equipment, net $ 4,965 $ 4,977 Depreciation expense for the six months ended March 31, 2021 and 2020 was $175 and $92, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2021 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows: March 31, 2021 September 30, 2020 Life Customer Relationships $ 16,232 $ 14,392 15-24 Years Trademarks / Names 1,840 1,820 1-20 Years Trademarks / Names 521 451 Indefinite Other 1,049 1,018 2-5 Years 19,642 17,681 Less: Accumulated Amortization (4,892 ) (4,348 ) Intangible assets, net $ 14,750 $ 13,333 March 31, 2021 September 30, 2020 Global Logistics Services $ 8,174 $ 7,643 Manufacturing 7,700 7,700 Life Sciences 3,768 2,338 19,642 17,681 Less: Accumulated Amortization (4,892 ) (4,348 ) Intangible assets, net $ 14,750 $ 13,333 Amortization expense for the six months ended March 31, 2021 and 2020 was $544 and $486, respectively. |
GOODWILL
GOODWILL | 6 Months Ended |
Mar. 31, 2021 | |
GOODWILL [Abstract] | |
GOODWILL | 6. GOODWILL The Company’s goodwill carrying amounts relate to the acquisitions in the Global Logistics Services, Manufacturing and Life Sciences businesses. The composition of the goodwill balance at March 31, 2021 and September 30, 2020 was as follows: March 31, 2021 September 30, 2020 Global Logistics Services $ 6,532 $ 6,161 Manufacturing 5,046 5,046 Life Sciences 4,377 2,939 $ 15,955 $ 14,146 |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 6 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE - BANKS [Abstract] | |
NOTES PAYABLE - BANKS | 7. NOTES PAYABLE – BANKS (A) Santander Bank Facility On October 17, 2017, the Janel Group subsidiaries (collectively the “Janel Group Borrowers”), with the Company as a guarantor, entered into a Loan and Security Agreement (the “Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) with respect to a revolving line of credit facility (the “Santander Facility”). As amended in March 2018, November 2018, March 2020, July 2020 and December 2020, the Santander Facility currently provides that the Janel Group Borrowers can borrow up to $17,000 limited to 85% of the Janel Group Borrowers’ aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Santander Loan Agreement. Interest accrues on the Santander Facility at an annual rate equal to, at the Janel Group Borrowers’ option, prime plus 0.50%, or LIBOR (30, 60 or 90 day) plus 2.25% subject to a LIBOR floor of 75 basis points. The Janel Group Borrowers’ obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan Agreement contains customary terms and covenants. The Santander Facility matures on October 17, 2022, unless earlier terminated or renewed. As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet. At September 30, 2020, outstanding borrowings under the Santander Facility were $8,447, and interest was accruing at an effective interest rate of 2.40%. At March 31, 2021, outstanding borrowings under the Santander Facility were $11,561, and interest was accruing at an effective interest rate of 3.0%. The Janel Group Borrowers were in compliance with the covenants contained in the Santander Loan Agreement at March 31, 2021 and September 30, 2020. (B) First Merchants Bank Credit Facility On March 21, 2016, as amended in August 2019 and July 2020, Indco executed a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank with respect to a $5,500 term loan, a $1,000 (limited to the borrowing base and reserves) revolving loan and a $680 mortgage loan (together, the “First Merchant Facility”). Interest accrues on the term loan at an annual rate equal to the one-month LIBOR plus either 2.75% (if Indco’s total funded debt to EBITDA ratio is less than 2:1), or 3.5% (if Indco’s total funded debt to EBITDA ratio is greater than or equal to 2:1). Interest accrues on the revolving loan at an annual rate equal to the one-month LIBOR plus 2.75%. Interest accrues on the mortgage loan at an annual rate of 4.19%. Indco’s obligations under the First Merchants Bank Facility are secured by all of Indco’s real property and other assets, and are guaranteed by Janel. Additionally, Janel’s guarantee of Indco’s obligations is secured by a pledge of Janel’s Indco shares. The term loan and revolving loan portions of the First Merchants Facility will expire on August 30, 2024, and the mortgage loan will mature on July 1, 2025 (subject to earlier termination as provided in the First Merchants Credit Agreement), unless renewed or extended. As of September 30, 2020, there were no outstanding borrowings under the revolving loan, $4,349 of borrowings under the term loan, and $676 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 3.66% and 4.19%, respectively. As of March 31, 2021, there were no outstanding borrowings under the revolving loan, $3,875 of borrowings under the term loan, and $665 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 3.62% and 4.19%, respectively. Indco was in compliance with the covenants contained in the First Merchants Credit Agreement at both March 31, 2021 and September 30, 2020. March 31, 2021 September 30, 2020 Long-Term Debt * $ 4,540 $ 5,025 Less Current Portion (808 ) (808 ) $ 3,732 $ 4,217 * Under the First Merchant Credit Agreement, the t erm loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, and the mortgage loan is due in monthly installments of $4, including interest at 4.19%. The First Merchant Facility is collateralized by all of Indco’s assets and guaranteed by Janel. (C) First Northern Bank of Dixon On June 21, 2018, as amended November 2019 and October 2, 2020, Antibodies Incorporated (“Antibodies”), a wholly-owned subsidiary of the Company (by succession), entered into a Business Loan Agreement (the “First Northern Loan Agreement”) with First Northern Bank of Dixon (“First Northern”), with respect to a $2,235 term loan (the “First Northern Term Loan”) which bears interest at an annual rate of 4.00% and matures on November 14, 2029. In addition, Antibodies has a $500 revolving credit facility with First Northern which currently bears interest at the annual rate of 4.0%, and matures on October 5, 2021 (the “First Northern Revolving Loan”). Antibodies also entered into a two separate business loan agreements with First Northern: a $125 term loan in connection with a potential expansion of solar generation capacity on the Antibodies property (“First Northern Solar Loan”) bearing interest at the annual rate of 4.43% (subject to adjustment in five years) and maturing on November 14, 2029; and a $60 term loan in connection with a potential expansion of generator capacity on the Antibodies property (“Generator Loan”) bearing interest at the annual rate of 4.25% and maturing on November 5, 2025. There were no outstanding borrowings under the Generator Loan as March 31, 2021. As of September 30, 2020, the total amount outstanding under the First Northern Term Loan was $2,192, of which $2,139 is included in long-term debt and $53 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%. As of March 31, 2021, the total amount outstanding under the First Northern Term Loan was $2,166, of which $2,112 is included in long-term debt and $54 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%. As of September 30, 2020, the total amount outstanding under the First Northern Solar Loan was $81, of which $76 is included in long-term debt and $5 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. As of March 31, 2021, the total amount outstanding under the First Northern Solar Loan was $107, of which $103 is included in long-term debt, and $4 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%. As of March 31, 2021, and September 30, 2020, there were no outstanding borrowings under the First Northern Revolving Loan. March 31, 2021 September 30, 2020 Long-Term Debt * $ 2,273 $ 2,273 Less Current Portion (58 ) (58 ) $ 2,215 $ 2,215 * Long-term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. The Company was in compliance with the covenants contained in the First Northern Loan Agreement at March 31, 2021 and September 30, 2020. |
SUBORDINATED PROMISSORY NOTES -
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 6 Months Ended |
Mar. 31, 2021 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY | 8. SUBORDINATED PROMISSORY NOTES - RELATED PARTY Antibodies is the obligor on two 4% subordinated promissory notes (together, the “AB HoldCo Subordinated Promissory Notes”) payable to certain former shareholders of Antibodies. Both of the AB HoldCo Subordinated Promissory Notes are guaranteed by the Company, are unsecured and are subordinate to the terms of the Company’s debt to any federal or state bank or other institutional lender. Interest on the AB HoldCo Subordinated Promissory Notes is payable in arrears on the last business day of each calendar quarter, the full outstanding principal balance and accrued, unpaid interest are due on June 22, 2021 and may be prepaid, in whole or in part, without premium or penalty. As of each of March 31, 2021 and September 30, 2020, the amount outstanding on the two AB HoldCo Subordinated Promissory Notes was $344, which is included in the current portion of subordinated promissory notes. Janel Group is the obligor on a 6.75% subordinated promissory note (the “Honor Subordinated Promissory Note”) with a former owner of Honor Worldwide Logistics LLC (“Honor”). The Honor Subordinated Promissory Note is guaranteed by the Company. The Honor Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other amounts payable to the Santander Bank Facility and the First Merchants Bank Credit Facility. The Honor Subordinated Promissory Note is payable in twelve equal consecutive quarterly installments of principal and interest of $42 each, on the last day of January, April, July and October beginning in January 2019. The outstanding principal and accrued and unpaid interest are payable on November 20, 2021 and may be repaid, in whole or in part, without premium or penalty. As of March 31, 2021, the total amount outstanding under the Honor Subordinated Promissory Note was $121 which is included in the current portion of subordinated promissory notes. As of September 30, 2020, the total amount outstanding under the Honor Subordinated Promissory Note was $199, of which $160 is included in the current portion of subordinated promissory notes and $39 is included in long-term portion of subordinated promissory notes. Aves is the obligor on a 0.5% subordinated promissory note in the amount of $1,850 issued to the former owner of ICT (the “ICT Subordinated Promissory Note”). The ICT Subordinated Promissory Note is payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021, matures on March 21, 2025, and may be prepaid, in whole or in part, without premium or penalty. The ICT Subordinated Promissory Note is guaranteed by the Company and is secured by the membership interests in ICT. The ICT Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other amounts payable to the Santander Bank Facility, First Merchants Bank Credit Facility and the First Northern Bank of Dixon. As of March 31, 2021, the amount outstanding under the ICT Subordinated Promissory Note was $1,614, of which $680 (In thousands) March 31, 2021 September 30, 2020 Total Subordinated Promissory Notes-related party $ 2,079 $ 543 Less Current Portion of Subordinated Promissory Notes-related party (1,145 ) (504 ) Long Term Portion of Subordinated Promissory Notes-related party $ 934 $ 39 |
SBA PAYCHECK PROTECTION PROGRAM
SBA PAYCHECK PROTECTION PROGRAM LOANS | 6 Months Ended |
Mar. 31, 2021 | |
SBA PAYCHECK PROTECTION PROGRAM LOANS [Abstract] | |
SBA PAYCHECK PROTECTION PROGRAM LOANS | 9. SBA PAYCHECK PROTECTION PROGRAM LOANS On April 19, 2020, the Company received a loan (the “Company PPP Loan”) in the aggregate amount of $2,726 from Santander, pursuant to the Paycheck Protection Program (the “PPP”) offered by the Small Business Administration (“SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), Section 7(a)(36) of the Small Business Act, which was enacted March 27, 2020, as amended by the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The Company PPP Loan matures on April 19, 2022 and bears interest at a rate of 1.00% per annum. Under the original terms, all principal and interest payments are deferred for six months from the date of the note. The Paycheck Protection Flexibility Act of 2020 P.L. 116-142, extended the deferral period for loan payments to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. In February 2021, the Company applied for forgiveness of the Company PPP Loan in accordance with the terms of the CARES Act. The forgiveness application is subject to approval by the SBA, and the Company PPP Loan may not be forgiven partially or in full. Accordingly, we have recorded the full amount of the Company PPP Loan as debt. On July 23, 2020, as part of the Atlantic Customs Brokers, Inc. (“ACB”) Debt Gain contingency As of March 31, 2021, and September 30, 2020, the total amount outstanding, including accrued interest, under the Company PPP Loan and ACB PPP Loan was $2,751 and $2,873, respectively of which $1,683 and $960, respectively, is included in long-term debt and $1,068 and $1,913, respectively, is included in current portion of long-term debt. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s board of directors or a duly authorized committee thereof, without stockholder approval. The board of directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock Series B Convertible Preferred Stock Shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) are convertible into shares of the Company’s $0.001 par value common stock at any time on a one-share (of Series B Stock) for ten-shares (of common stock) basis. On April 23, 2020, a holder of Series B Stock converted 300 shares of Series B Stock into 3,000 shares of the Company’s Common Stock. On September 25, 2020, a holder of Series B Stock converted 300 shares of Series B Stock into 3,000 shares of the Company’s Common Stock. The Company had 31 shares of Series B Stock outstanding as of March 31, 2021. Series C Cumulative Preferred Stock Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) were initially entitled to receive annual dividends at a rate of 7% per annum of the original issuance price of $10, when and if declared by the Company’s board of directors, with such rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 13%. By the filing of the Certificate of Amendment on October 17, 2017, the annual dividend rate decreased to 5% per annum of the original issuance price, when and if declared by the Company’s board of directors, and increased by 1% beginning on January 1, 2019. Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9%. The dividend rate of the Series C Stock as of March 31, 2021 and September 30, 2020 was 8% and 7%, respectively. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued but unpaid dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued but unpaid dividends thereon. The liquidation value of Series C Stock was $ 11,911 and $11,541 as of March 31, 2021 and September 30, 2020, respectively. On September 13, 2020, the Company purchased 890 shares of the Series C Stock from an accredited investor at a purchase price of $500 per share, or an aggregate of $445. On September 29, 2020, the Company sold 650 shares of the Series C Stock to an accredited investor at a purchase price of $500 per share, or an aggregate of $325. Such shares issued on September 29, 2020 were sold in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. The Company had 19,760 shares of Series C Stock outstanding as of March 31, 2021. For the fiscal year ended September 30, 2020 the Company paid cash dividends of $55 to a holder of Series C Stock. For the six months ended March 31, 2021 and for the fiscal year ended September 30, 2020, the Company declared dividends on Series C Stock of $369 and $675, respectively. At March 31, 2021 and September 30, 2020, the Company had accrued dividends of $2,030 and $1,661, respectively. (B) Equity Incentive Plan On May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”), which was amended on May 8, 2018 as discussed in more detail in note 11. Under the 2017 Plan, as amended, (i) non-statutory stock options, (ii) restricted stock awards and (iii) stock appreciation rights with respect to shares of the Company’s common stock may be granted to directors, officers, employees of and consultants to the Company. Participants and all terms of any awards under the 2017 Plan are at the discretion of the Company’s Compensation Committee of the board of directors. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Mar. 31, 2021 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION On October 30, 2013, the board of directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. On May 12, 2017, the board of directors adopted the Company’s 2017 Plan pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to up to 100,000 shares of the Company’s common stock may be granted to directors, officers, employees of and consultants to the Company. On May 8, 2018, the board of directors of Janel adopted the Amended 2017 Plan. The provisions and terms of the Amended 2017 Plan are the same as those in the 2017 Plan, except that the Amended 2017 Plan removes the ability of Janel to award incentive stock options and removes the requirement for stockholder approval of the 2017 Plan. Total stock-based compensation for the six months ended March 31, 2021 and 2020 amounted to $54 and $149, respectively, and was included in selling, general and administrative expense in the Company’s statements of operations. (A) Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of our share-based awards. In applying this model, we use the following assumptions: • Risk-free interest rate - We determine the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate. • Expected term - We estimate the expected term of our options on the average of the vesting date and term of the option. • Expected volatility - We estimate expected volatility using daily historical trading data of a peer group. • Dividend yield - We have never paid dividends on our common stock and currently have no plans to do so; therefore, no dividend yield is applied. The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: Six Months Ended March 31, 2021 Risk-free Interest Rate 0.46 % Expected Option Term in Years 5.5-6.5 Expected Volatility 103.0% - 105.4 % Dividend Yield 0 % Weighted Average Grant Date Fair Value $ 6.90 - $7.19 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 93,996 $ 5.76 5.24 $ 304.99 Granted 7,500 $ 9.00 9.50 $ — Exercised (2,502 ) $ 8.58 — $ — Outstanding Balance at March 31, 2021 98,994 $ 5.93 5.04 $ 1,144.91 Exercisable on March 31, 2021 83,998 $ 5.42 4.36 $ 1,014.32 As of March 31, 2021, there was approximately $53 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted average period of less than one year. There were no non-employee options awarded, exercised or forfeited during the six-month period ended March 31, 2021. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 Outstanding Balance at March 31, 2021 6,053 $ 4.13 5.50 $ 80.93 Exercisable on March 31, 2021 6,053 $ 4.13 5.50 $ 80.93 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of our common stock at March 31, 2021, of $17.50 As of March 31, 2021, there was no unrecognized compensation expense related to the vested stock options. Liability classified share-based awards During the six months ended March 31, 2021, 6,948 options were granted and 7,000 options were exercised with respect to Indco’s common stock. The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: Six Months Ended March 31, 2021 Risk-free Interest Rate 0.46 % Expected Option Term in Years 5.5 - 6.5 Expected Volatility 103.0% - 105.4 % Dividend Yield 0 % Weighted Average Grant Date Fair Value $ 9.66 - $10.00 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 39,013 $ 9.24 6.81 $ 85.45 Granted 6,948 $ 12.29 9.50 $ — Exercised (7,000 ) $ 6.48 — $ — Outstanding Balance at March 31, 2021 38,961 $ 10.28 7.12 $ 78.16 Exercisable on March 31, 2021 25,153 $ 9.16 6.17 $ 71.25 The aggregate intrinsic value in the above table was calculated as the difference between the valuation price of Indco’s common stock at March 31, 2021 of $12.29 per share and the exercise price of the stock options that had strike prices below such closing price. The liability classified awards were measured at fair value at each reporting date until the final measurement date, which was the date of completion of services required to earn the option. The accrued compensation cost related to these options was approximately $326 and $284 as of March 31, 2021 and September 30, 2020, respectively, and is included in other liabilities in the consolidated financial statement. The compensation cost related to these options was the six-month periods ended March 31, 2021 and 2020, respectively. Upon vesting, the options continue to be accounted for as a liability in accordance with ASC 480-10-25-8 and are measured in accordance with ASC 480-10-35 at every reporting period until the options are settled. Changes in the fair value of the vested options are recognized in earnings in the consolidated financial statements. The options are classified as liabilities, and the underlying shares of Indco’s common stock also contain put options which result in their classification as a mandatorily redeemable security. While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase the shares upon death, which is certain to occur at some point in time. As of March 31, 2021, there was approximately $67 of total unrecognized compensation expense related to the unvested Indco stock options. This expense is expected to be recognized over a weighted average period of less than one year. (B) Restricted Stock During the six months ended March 31, 2021, there were no shares of restricted stock granted. Under the 2017 Plan, each grant of restricted stock vests over a three-year period, and the cost to the recipient is zero. Restricted stock compensation expense, which is a non-cash item, is being recognized in the Company’s financial statements over the vesting period of each restricted stock grant. As of March 31, 2021, there was no unrecognized compensation cost related to non-employee unvested restricted stock. As of March 31, 2021, and September 30, 2020, included in accrued expenses and other current liabilities was $306 which represents 35,000 shares of restricted stock that vested but were not issued. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 6 Months Ended |
Mar. 31, 2021 | |
INCOME PER COMMON SHARE [Abstract] | |
INCOME PER COMMON SHARE | 12. INCOME PER COMMON SHARE The following table provides a reconciliation of the basic and diluted income (loss) per share (“EPS”) computations for the three and six months ended March 31, 2021 and 2020 (in thousands, except share and per share data): For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Income (loss): Net income (loss) $ 596 $ (937 ) $ 851 $ (1,057 ) Preferred stock dividends (195 ) (175 ) (369 ) (326 ) Net Income (loss) available to common stockholders $ 401 $ (1,112 ) $ 482 $ (1,383 ) Common Shares: Basic - weighted average common shares 936,154 865,985 936,045 865,630 Effect of dilutive securities: Stock options 47,320 — 38,973 — Restricted stock — — — — Convertible preferred stock 310 — 310 — Diluted - weighted average common stock 983,784 865,985 975,328 865,630 Income (loss) per Common Share: Basic - Net income (loss) $ 0.64 $ (1.08 ) $ 0.91 $ (1.22 ) Preferred stock dividends (0.22 ) (0.21 ) (0.40 ) (0.38 ) Net Income (loss) available to common stockholders $ 0.42 $ (1.29 ) $ 0.51 $ (1.60 ) Diluted - Net income (loss) $ 0.61 $ (1.08 ) $ 0.87 $ (1.22 ) Preferred stock dividends (0.20 ) (0.21 ) (0.38 ) (0.38 ) Net income (loss) available to common stockholders $ 0.41 $ (1.29 ) $ 0.49 $ (1.60 ) The computation for the diluted number of shares excludes unvested restricted stock and unexercised stock options that are anti-dilutive. There were 39,283 dilutive shares for the six-month periods ended March 31, 2021 and no anti-dilutive shares for the six-month periods ended March 31, 2021 and 2020, respectively. Potentially dilutive securities as of March 31, 2021 and 2020 were as follows: March 31, 2021 2020 Employee Stock Options 98,994 114,496 Non-employee Stock Options 6,053 36,053 Employee Restricted Stock — 5,000 Non-employee Restricted Stock — 26,667 Convertible Preferred Stock 310 6,310 105,357 188,526 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The Company’s estimated fiscal 2021 and 2020 blended U.S. federal statutory corporate income tax rate of 28.4% and 10.1%, respectively, was applied in the computation of the income tax provision for the six months ended March 31, 2021 and 2020, respectively. The reconciliation of income tax computed at the Federal statutory rate to the (provision) benefit for income taxes is as follows: For the Six Months Ended March 31, 2021 For the Six Months Ended March 31, 2020 Federal taxes at statutory rates $ (250 ) $ 247 Permanent differences 7 (28 ) Other - (63 ) State and local taxes (94 ) (37 ) $ (337 ) $ 119 We file income tax returns, including returns for our subsidiaries, with federal, state and local tax jurisdictions. During March 2021 The Company remains subject to U.S. federal income tax examinations for 2016 and subsequent years. The Company remains subject to state tax examination for 2016 and subsequent years in the applicable states. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 6 Months Ended |
Mar. 31, 2021 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
BUSINESS SEGMENT INFORMATION | 14. BUSINESS SEGMENT INFORMATION As discussed above in note 1, the Company operates in three reportable segments: Global Logistics Services, Manufacturing and Life Sciences. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. The following table presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2021: For the three months ended March 31, 2021 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 30,142 $ 24,373 $ 2,529 $ 3,240 $ — Forwarding expenses and cost of revenues 22,593 20,250 1,163 1,180 — Gross profit 7,549 4,123 1,366 2,060 — Selling, general and administrative 6,415 3,743 683 1,213 776 Amortization of intangible assets 293 — — — 293 Operating income (loss) 841 380 683 847 (1,069 ) Interest expense 158 81 43 27 7 Identifiable assets 70,381 23,743 4,078 10,557 32,003 Capital expenditures $ 30 $ 24 $ 3 $ 3 $ — For the six months ended March 31, 2021 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 56,620 $ 46,633 $ 4,398 $ 5,589 $ — Forwarding expenses and cost of revenues 42,622 38,645 2,041 1,936 — Gross profit 13,998 7,988 2,357 3,653 — Selling, general and administrative 12,124 7,117 1,325 2,189 1,493 Amortization of intangible assets 544 — — — 544 Operating income (loss) 1,330 871 1,032 1,464 (2,037 ) Interest expense 277 118 90 55 14 Identifiable assets 70,381 23,743 4,078 10,557 32,003 Capital expenditures $ 85 $ 43 $ 15 $ 27 $ — The following table presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2020: For the three months ended March 31, 2020 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 19,121 $ 15,328 $ 2,056 $ 1,737 $ — Forwarding expenses and cost of revenues 13,125 11,615 908 602 — Gross profit 5,996 3,713 1,148 1,135 — Selling, general and administrative 6,584 3,952 701 1,071 860 Amortization of intangible assets 243 — — — 243 Operating (loss) income (831 ) (239 ) 447 64 (1,103 ) Interest expense 141 54 66 24 (3 ) Identifiable assets 52,868 14,012 2,425 9,650 26,781 Capital expenditures $ 34 $ 17 $ — $ 17 $ — For the six months ended March 31, 2020 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 38,942 $ 31,407 $ 3,926 $ 3,609 $ — Forwarding expenses and cost of revenues 26,659 23,702 1,753 1,204 — Gross profit 12,283 7,705 2,173 2,405 — Selling, general and administrative 12,669 7,590 1,383 2,051 1,645 Amortization of intangible assets 486 — — — 486 Operating (loss) income (872 ) 115 790 354 (2,131 ) Interest expense 304 120 138 51 (5 ) Identifiable assets 52,868 14,012 2,425 9,650 26,781 Capital expenditures $ 131 $ 64 $ 23 $ 44 $ — |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 6 Months Ended |
Mar. 31, 2021 | |
RISKS AND UNCERTAINTIES [Abstract] | |
RISKS AND UNCERTAINTIES | 15. RISKS AND UNCERTAINTIES (A) Currency Risks The nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. As a result, the Company is exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations. The Company attempts to compensate for these exposures by accelerating international currency settlements among those agents. (B) Concentration of Credit Risk The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. We have continued to experience heightened customer credit risk as a result of the negative impact to customers’ financial condition, employment levels and consumer confidence arising from economic disruptions related to the COVID-19 pandemic, and expect that our risk in this area will remain high as long as the disruptions persist. (C) Legal Proceedings Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows. (D) Concentration of Customers No customer accounted for 10% or more of consolidated sales for the six months ended March 31, 2021 and 2020. No customer accounted for 10% or more of consolidated accounts receivable at March 31, 2021 and September 30, 2020. (E) COVID-19 The worldwide outbreak of COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has impacted and may continue to impact our business operations, including employees, customers, financial condition, liquidity and cash flow for an extended period of time. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, supply chain logistical changes, and closure of nonessential businesses, which measures adversely impacted our business operations in the fiscal year 2020 and may continue to do so in 2021. Although there are effective vaccines for COVID-19 that have been approved for use, we are unable to predict how widely utilized the vaccines will be, whether they will be effective in preventing the spread of COVID-19 (including its variant strains), and when or if normal economic activity and business operations will resume. As such, the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations remains uncertain. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. |
LEASES
LEASES | 6 Months Ended |
Mar. 31, 2021 | |
LEASES [Abstract] | |
LEASES | 16. LEASES The Company has operating leases for office and warehouse space in all districts where it conducts business. As of March 31, 2021, the remaining terms of the Company’s operating leases were between one and 60 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement. The components of lease cost for the six-month period ended March 31, 2021 and 2020 are as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Operating lease cost $ 486 $ 353 Short-term lease cost 14 68 Total lease cost $ 500 $ 421 Operating lease right-of-use assets, the current portion of operating lease liabilities and long-term operating lease liabilities reported in the consolidated balance sheets for operating leases as of March 31, 2021 and September 30, 2020 were $2,456, $809 and $1,671 and $2,621, $720 and $1,924, respectively. During the six months ended March 31, 2021, the Company entered into new operating leases and recorded an additional $164 in operating lease right-of-use assets and corresponding lease liabilities. As of March 31, 2021, and September 30, 2020, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 4.3 years and 4.6% and 4.2 years and 4.6%, respectively. Cash paid for amounts included in the measurement of operating lease obligations were $872 for the six months ended March 31, 2021. Future minimum lease payments under non-cancelable operating leases as of March 31, 2021 are as follows: 2021 $ 809 2022 730 2023 512 2024 496 2025 123 Total undiscounted lease payments 2,670 Less: Imputed interest (191 ) Total lease obligations $ 2,479 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and concluded that there were no subsequent events requiring adjustment or disclosure to the consolidated financial statements. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of consolidation | Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, of which Janel owns 90.68%, with a non-controlling interest held by existing Indco management. The Indco non-controlling interest is mandatorily redeemable and is recorded as a liability. All intercompany transactions and balances have been eliminated in consolidation. |
Uses of estimates in the preparation of financial statements | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to accounts receivables valuation, the useful lives of long-term assets, accrual of cost related to ancillary services the Company provides, accrual of tax expense on an interim basis and potential impairment of goodwill and intangible assets with indefinite lives and long-lived assets impairment. |
Cash | Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. |
Accounts receivable and allowance for doubtful accounts receivable | Accounts receivable and allowance for doubtful accounts receivable Accounts receivable are recorded at the contractual amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The allowance for doubtful accounts as of March 31, 2021 and September 30, 2020 was $415 and $496, respectively. |
Inventory | Inventory Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration for its Life Sciences business. The products of the Life Sciences business require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. |
Property and equipment and depreciation | Property and equipment and depreciation Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are recorded as expenses when incurred. |
Goodwill | Goodwill The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually (on September 30) as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. The fair value of our reporting units was in excess of carrying value and goodwill was not deemed to be impaired as of September 30, 2020. There were no indicators of impairment of goodwill as of March 31, 2021. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future. |
Intangibles and long-lived assets | Intangibles and long-lived assets Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. During the fourth quarter ended September 30, 2020, we considered the COVID-19 pandemic as a triggering event in the assessment of recoverability of the indefinite-lived intangibles, and long-lived assets. We performed an impairment test as of September 30, 2020 and concluded that the fair value of intangibles and long-lived assets was not deemed to be impaired as of September 30, 2020. There were no indicators of impairment of long-lived assets as of March 31, 2021. |
Business segment information | Business segment information The Company operates in three reportable segments: Global Logistics Services, Manufacturing and Life Sciences. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. |
Revenues and revenue recognition | Revenues and revenue recognition The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customers Global Logistics Services Revenue Recognition Revenue is recognized upon transfer of control of promised services to customers. With respect to its Global Logistics Services segment, the Company has determined that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services. The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one- to two-month period. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Generally, revenue is recorded on a gross basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenue is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or in establishing rates with the carrier. In the Global Logistics Services segment, the Company disaggregates its revenues by its four primary service categories: ocean freight, air freight, custom brokerage and trucking and other. A summary of the Company’s revenues disaggregated by major service lines for the three and six months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, Three Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, Service Type 2021 2020 2021 2020 Ocean freight $ 11,435 $ 5,880 $ 20,474 $ 11,737 Trucking and other 4,747 2,653 9,111 6,462 Customs brokerage 3,320 3,111 5,975 5,305 Air freight 4,871 3,684 11,073 7,903 Total $ 24,373 $ 15,328 $ 46,633 $ 31,407 Manufacturing Revenues from Indco are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Indco receives customer product orders via telephone, email, internet or fax. The pricing of each standard product sold is listed in Indco’s print and web-based catalog. Customer specific products are priced by quote. A sales order acknowledgement is sent to every customer for every order to confirm pricing and the specifications of the products ordered. The revenue is recognized at a point in time when the product is shipped to the customer. Life Sciences Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Revenues are recognized when products are shipped and risk of loss is transferred to the carrier(s) used. |
Income (loss) per common share | Income (loss) per common share Basic net income (loss) per common share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding, excluding unvested restricted stock, during the period. Diluted net income (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or warrants or the vesting of restricted stock units. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive. |
Stock-based compensation to employees and non-employees | Stock-based compensation to employees Equity classified share-based awards The Company recognizes compensation expense for stock-based payments granted based on the grant-date fair value estimated in accordance with ASC Topic 718, “Compensation-Stock Compensation.” For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for restricted shares; the expense is recognized over the service period for awards expected to vest. Stock-based compensation to non-employees Liability classified share-based awards The Company maintains other share unit compensation grants for shares of Indco, which vest over a period of up to three years following their grant. The shares contain certain put features where the Company is either required or expects to settle vested awards on a cash basis. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 11. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. Non-employee share-based awards Nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. |
Mandatorily Redeemable Non-Controlling Interests | Mandatorily Redeemable Non-Controlling Interests The non-controlling interests that are reflected as mandatorily redeemable non-controlling interests in the consolidated financial statements consist of non-controlling interests related to the Indco acquisition whose owners have certain redemption rights that allow them to require the Company to purchase the non-controlling interests of those owners upon certain events outside the control of the Company, including upon the death of the holder. The Company is required to purchase 20% per year of the mandatorily redeemable non-controlling interest at the option of the holder beginning on the third anniversary of the date of the Indco acquisition, which was March 21, 2019. As of March 31, 2021 and September 30, 2020, the holder had not exercised the redemption rights. On November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco’s common stock at an exercise price of $6.48 for an aggregate purchase price of $45. Indco issued a related party promissory note in the amount of $45, which bears interest at 1% per annum; both interest and principal are payable on the maturity date of December 31, 2023. This note is included in security deposits and other long-term assets. The fair value of the 7,000 shares of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of 7,000 options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.32% as of March 31, 2021. On the date the Company acquires the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term liabilities section of the consolidated balance sheet under the caption “ Mandatorily redeemable non-controlling interest change in fair value of mandatorily redeemable non-controlling interest |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Disaggregation of Revenue | A summary of the Company’s revenues disaggregated by major service lines Three Months Ended March 31, Three Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, Service Type 2021 2020 2021 2020 Ocean freight $ 11,435 $ 5,880 $ 20,474 $ 11,737 Trucking and other 4,747 2,653 9,111 6,462 Customs brokerage 3,320 3,111 5,975 5,305 Air freight 4,871 3,684 11,073 7,903 Total $ 24,373 $ 15,328 $ 46,633 $ 31,407 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
ImmunoChemistry Technologies, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Fair Value Accounts receivable $ 177 Inventory 226 Prepaids and other current assets 3 Property & equipment, net 64 Intangibles - customer relationships 1,360 Intangibles - trademark 70 Goodwill 1,438 Accounts payable & accrued expenses (24 ) Purchase price, net of cash received $ 3,314 |
Global Logistics Services Provider [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets (in thousands). Fair Value Accounts receivable $ 573 Property & equipment, net 13 Intangibles – customer relationships 480 Intangibles - trademark 20 Intangibles - other 31 Goodwill 304 Accounts payable & accrued expenses (139 ) Purchase price $ 1,282 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
INVENTORY [Abstract] | |
Inventories | Inventories consisted of the following: March 31, 2021 September 30, 2020 Finished Goods $ 1,418 $ 1,246 Work-in-Process 1,043 1,406 Raw Materials 1,259 1,039 Gross Inventory 3,720 3,691 Less - Reserve for Inventory Valuation (31 ) (25 ) Inventory, Net $ 3,689 $ 3,666 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment and Estimated Lives Used in Computation of Depreciation and Amortization | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: March 31, 2021 September 30, 2020 Life Building and Improvements $ 3,120 $ 3,096 15-30 Years Land and Improvements 1,247 1,235 Indefinite Furniture & Fixtures 232 282 3-7 Years Computer Equipment 571 385 3-5 Years Machinery & Equipment 1,207 1,288 3-15 Years Leasehold Improvements 105 115 3-5 Years 6,482 6,401 Less: Accumulated Depreciation (1,517 ) (1,424 ) Property and equipment, net $ 4,965 $ 4,977 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible Assets and Estimated Useful Lives used in Computation of Amortization | A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows: March 31, 2021 September 30, 2020 Life Customer Relationships $ 16,232 $ 14,392 15-24 Years Trademarks / Names 1,840 1,820 1-20 Years Trademarks / Names 521 451 Indefinite Other 1,049 1,018 2-5 Years 19,642 17,681 Less: Accumulated Amortization (4,892 ) (4,348 ) Intangible assets, net $ 14,750 $ 13,333 March 31, 2021 September 30, 2020 Global Logistics Services $ 8,174 $ 7,643 Manufacturing 7,700 7,700 Life Sciences 3,768 2,338 19,642 17,681 Less: Accumulated Amortization (4,892 ) (4,348 ) Intangible assets, net $ 14,750 $ 13,333 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
GOODWILL [Abstract] | |
Composition of Goodwill | The composition of the goodwill balance at March 31, 2021 and September 30, 2020 was as follows: March 31, 2021 September 30, 2020 Global Logistics Services $ 6,532 $ 6,161 Manufacturing 5,046 5,046 Life Sciences 4,377 2,939 $ 15,955 $ 14,146 |
NOTES PAYABLE - BANKS (Tables)
NOTES PAYABLE - BANKS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
First Merchants Bank Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Indco was in compliance with the covenants contained in the First Merchants Credit Agreement at both March 31, 2021 and September 30, 2020. March 31, 2021 September 30, 2020 Long-Term Debt * $ 4,540 $ 5,025 Less Current Portion (808 ) (808 ) $ 3,732 $ 4,217 * Under the First Merchant Credit Agreement, the t erm loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, and the mortgage loan is due in monthly installments of $4, including interest at 4.19%. The First Merchant Facility is collateralized by all of Indco’s assets and guaranteed by Janel. |
First Northern Bank Dixon [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | As of March 31, 2021, and September 30, 2020, there were no outstanding borrowings under the First Northern Revolving Loan. March 31, 2021 September 30, 2020 Long-Term Debt * $ 2,273 $ 2,273 Less Current Portion (58 ) (58 ) $ 2,215 $ 2,215 * Long-term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. |
SUBORDINATED PROMISSORY NOTES_2
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract] | |
Amounts Outstanding | As of March 31, 2021, the amount outstanding under the ICT Subordinated Promissory Note was $1,614, of which $680is included in the current portion of subordinated promissory notes and $934 is included in the long-term portion of subordinated promissory notes. (In thousands) March 31, 2021 September 30, 2020 Total Subordinated Promissory Notes-related party $ 2,079 $ 543 Less Current Portion of Subordinated Promissory Notes-related party (1,145 ) (504 ) Long Term Portion of Subordinated Promissory Notes-related party $ 934 $ 39 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Indco [Member] | |
Stock Based Compensation [Abstract] | |
Fair Value Assumptions | The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: Six Months Ended March 31, 2021 Risk-free Interest Rate 0.46 % Expected Option Term in Years 5.5 - 6.5 Expected Volatility 103.0% - 105.4 % Dividend Yield 0 % Weighted Average Grant Date Fair Value $ 9.66 - $10.00 |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 39,013 $ 9.24 6.81 $ 85.45 Granted 6,948 $ 12.29 9.50 $ — Exercised (7,000 ) $ 6.48 — $ — Outstanding Balance at March 31, 2021 38,961 $ 10.28 7.12 $ 78.16 Exercisable on March 31, 2021 25,153 $ 9.16 6.17 $ 71.25 |
Employee Option Awards [Member] | |
Stock Based Compensation [Abstract] | |
Fair Value Assumptions | The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: Six Months Ended March 31, 2021 Risk-free Interest Rate 0.46 % Expected Option Term in Years 5.5-6.5 Expected Volatility 103.0% - 105.4 % Dividend Yield 0 % Weighted Average Grant Date Fair Value $ 6.90 - $7.19 |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 93,996 $ 5.76 5.24 $ 304.99 Granted 7,500 $ 9.00 9.50 $ — Exercised (2,502 ) $ 8.58 — $ — Outstanding Balance at March 31, 2021 98,994 $ 5.93 5.04 $ 1,144.91 Exercisable on March 31, 2021 83,998 $ 5.42 4.36 $ 1,014.32 |
Non-Employee Option Awards [Member] | |
Stock Based Compensation [Abstract] | |
Activity of Stock Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding Balance at September 30, 2020 6,053 $ 4.13 6.0 $ 29.48 Outstanding Balance at March 31, 2021 6,053 $ 4.13 5.50 $ 80.93 Exercisable on March 31, 2021 6,053 $ 4.13 5.50 $ 80.93 |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
INCOME PER COMMON SHARE [Abstract] | |
Reconciliation of Basic and Diluted Income (Loss) per Share | The following table provides a reconciliation of the basic and diluted income (loss) per share (“EPS”) computations for the three and six months ended March 31, 2021 and 2020 (in thousands, except share and per share data): For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Income (loss): Net income (loss) $ 596 $ (937 ) $ 851 $ (1,057 ) Preferred stock dividends (195 ) (175 ) (369 ) (326 ) Net Income (loss) available to common stockholders $ 401 $ (1,112 ) $ 482 $ (1,383 ) Common Shares: Basic - weighted average common shares 936,154 865,985 936,045 865,630 Effect of dilutive securities: Stock options 47,320 — 38,973 — Restricted stock — — — — Convertible preferred stock 310 — 310 — Diluted - weighted average common stock 983,784 865,985 975,328 865,630 Income (loss) per Common Share: Basic - Net income (loss) $ 0.64 $ (1.08 ) $ 0.91 $ (1.22 ) Preferred stock dividends (0.22 ) (0.21 ) (0.40 ) (0.38 ) Net Income (loss) available to common stockholders $ 0.42 $ (1.29 ) $ 0.51 $ (1.60 ) Diluted - Net income (loss) $ 0.61 $ (1.08 ) $ 0.87 $ (1.22 ) Preferred stock dividends (0.20 ) (0.21 ) (0.38 ) (0.38 ) Net income (loss) available to common stockholders $ 0.41 $ (1.29 ) $ 0.49 $ (1.60 ) |
Potentially Diluted Securities | Potentially dilutive securities as of March 31, 2021 and 2020 were as follows: March 31, 2021 2020 Employee Stock Options 98,994 114,496 Non-employee Stock Options 6,053 36,053 Employee Restricted Stock — 5,000 Non-employee Restricted Stock — 26,667 Convertible Preferred Stock 310 6,310 105,357 188,526 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES [Abstract] | |
Income Tax Reconciliation | The reconciliation of income tax computed at the Federal statutory rate to the (provision) benefit for income taxes is as follows: For the Six Months Ended March 31, 2021 For the Six Months Ended March 31, 2020 Federal taxes at statutory rates $ (250 ) $ 247 Permanent differences 7 (28 ) Other - (63 ) State and local taxes (94 ) (37 ) $ (337 ) $ 119 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
BUSINESS SEGMENT INFORMATION [Abstract] | |
Segment Reporting Information by Segment | The following table presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2021: For the three months ended March 31, 2021 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 30,142 $ 24,373 $ 2,529 $ 3,240 $ — Forwarding expenses and cost of revenues 22,593 20,250 1,163 1,180 — Gross profit 7,549 4,123 1,366 2,060 — Selling, general and administrative 6,415 3,743 683 1,213 776 Amortization of intangible assets 293 — — — 293 Operating income (loss) 841 380 683 847 (1,069 ) Interest expense 158 81 43 27 7 Identifiable assets 70,381 23,743 4,078 10,557 32,003 Capital expenditures $ 30 $ 24 $ 3 $ 3 $ — For the six months ended March 31, 2021 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 56,620 $ 46,633 $ 4,398 $ 5,589 $ — Forwarding expenses and cost of revenues 42,622 38,645 2,041 1,936 — Gross profit 13,998 7,988 2,357 3,653 — Selling, general and administrative 12,124 7,117 1,325 2,189 1,493 Amortization of intangible assets 544 — — — 544 Operating income (loss) 1,330 871 1,032 1,464 (2,037 ) Interest expense 277 118 90 55 14 Identifiable assets 70,381 23,743 4,078 10,557 32,003 Capital expenditures $ 85 $ 43 $ 15 $ 27 $ — The following table presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2020: For the three months ended March 31, 2020 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 19,121 $ 15,328 $ 2,056 $ 1,737 $ — Forwarding expenses and cost of revenues 13,125 11,615 908 602 — Gross profit 5,996 3,713 1,148 1,135 — Selling, general and administrative 6,584 3,952 701 1,071 860 Amortization of intangible assets 243 — — — 243 Operating (loss) income (831 ) (239 ) 447 64 (1,103 ) Interest expense 141 54 66 24 (3 ) Identifiable assets 52,868 14,012 2,425 9,650 26,781 Capital expenditures $ 34 $ 17 $ — $ 17 $ — For the six months ended March 31, 2020 Consolidated Global Logistics Services Manufacturing Life Sciences Corporate Revenue $ 38,942 $ 31,407 $ 3,926 $ 3,609 $ — Forwarding expenses and cost of revenues 26,659 23,702 1,753 1,204 — Gross profit 12,283 7,705 2,173 2,405 — Selling, general and administrative 12,669 7,590 1,383 2,051 1,645 Amortization of intangible assets 486 — — — 486 Operating (loss) income (872 ) 115 790 354 (2,131 ) Interest expense 304 120 138 51 (5 ) Identifiable assets 52,868 14,012 2,425 9,650 26,781 Capital expenditures $ 131 $ 64 $ 23 $ 44 $ — |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
LEASES [Abstract] | |
Components of Lease Expense | The components of lease cost for the six-month period ended March 31, 2021 and 2020 are as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Operating lease cost $ 486 $ 353 Short-term lease cost 14 68 Total lease cost $ 500 $ 421 |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of March 31, 2021 are as follows: 2021 $ 809 2022 730 2023 512 2024 496 2025 123 Total undiscounted lease payments 2,670 Less: Imputed interest (191 ) Total lease obligations $ 2,479 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020Location | Nov. 30, 2020USD ($)$ / sharesshares | Jul. 23, 2020Location | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($)SegmentCategory | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) |
Business description [Abstract] | ||||||||||
Number of reportable segments | Segment | 3 | |||||||||
Number of locations acquired through business acquisition | Location | 2 | 2 | ||||||||
Cash [Abstract] | ||||||||||
Cash balances insured by Federal Deposit Insurance Corporation | $ 250 | $ 250 | ||||||||
Accounts receivable and allowance for doubtful accounts receivable [Abstract] | ||||||||||
Allowance for doubtful accounts | 415 | 415 | $ 496 | |||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Revenue | 30,142 | $ 19,121 | $ 56,620 | $ 38,942 | ||||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||||||||
Aggregate purchase price | $ 21 | $ 31 | ||||||||
Global Logistics Services [Member] | ||||||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Number of primary service categories | Category | 4 | |||||||||
Revenue | 24,373 | 15,328 | $ 46,633 | 31,407 | ||||||
Global Logistics Services [Member] | Ocean Freight [Member] | ||||||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Revenue | 11,435 | 5,880 | 20,474 | 11,737 | ||||||
Global Logistics Services [Member] | Trucking and Other [Member] | ||||||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Revenue | 4,747 | 2,653 | 9,111 | 6,462 | ||||||
Global Logistics Services [Member] | Customs Brokerage [Member] | ||||||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Revenue | 3,320 | 3,111 | 5,975 | 5,305 | ||||||
Global Logistics Services [Member] | Air Freight [Member] | ||||||||||
Revenues and revenue recognition [Abstract] | ||||||||||
Revenue | $ 4,871 | $ 3,684 | $ 11,073 | $ 7,903 | ||||||
Indco [Member] | ||||||||||
Basis of consolidation [Abstract] | ||||||||||
Ownership percentage by parent | 90.68% | 90.68% | ||||||||
Liability classified share-based awards [Abstract] | ||||||||||
Vesting period of grant | 3 years | |||||||||
Mandatorily Redeemable Non-Controlling Interests [Abstract] | ||||||||||
Percentage of mandatorily redeemable non-controlling interests to be purchased | 20.00% | 20.00% | ||||||||
Number of options exercised to purchase common stock (in shares) | shares | 7,000 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.48 | |||||||||
Aggregate purchase price | $ 45 | |||||||||
Amount of promissory note issued | $ 45 | |||||||||
Interest rate percentage | 1.00% | |||||||||
Maturity date | Dec. 31, 2023 | |||||||||
Mandatorily redeemable non-controlling interest percentage | 9.32% | 9.32% |
ACQUISITIONS, Fiscal 2021 Acqui
ACQUISITIONS, Fiscal 2021 Acquisitions (Details) $ in Thousands | Dec. 31, 2020USD ($)Location | Dec. 04, 2020USD ($) | Jul. 23, 2020Location | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Combination, Consideration Transferred [Abstract] | |||||
Number of locations acquired through business acquisition | Location | 2 | 2 | |||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 15,955 | $ 14,146 | |||
ImmunoChemistry Technologies, LLC [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate purchase price | $ 3,419 | ||||
Cash received, net | 105 | ||||
Consideration paid in cash | 1,628 | ||||
Consideration transferred - Liabilities incurred | 1,850 | ||||
Present value of promissory note | 1,760 | ||||
Purchase price adjustment | $ 30 | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Accounts receivable | 177 | ||||
Inventory | 226 | ||||
Prepaids and other current assets | 3 | ||||
Property & equipment, net | 64 | ||||
Intangibles | 1,430 | ||||
Goodwill | 1,438 | ||||
Accounts payable & accrued expenses | (24) | ||||
Purchase price, net of cash received | 3,314 | ||||
ImmunoChemistry Technologies, LLC [Member] | Customer Relationships [Member] | |||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Intangibles | 1,360 | ||||
ImmunoChemistry Technologies, LLC [Member] | Trademark [Member] | |||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Intangibles | $ 70 | ||||
Global Logistics Services Provider [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Number of locations acquired through business acquisition | Location | 2 | ||||
Aggregate purchase price | $ 1,282 | ||||
Consideration paid in cash | 1,182 | ||||
Escrow amount | $ 100 | ||||
Escrow period | 12 months | ||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Accounts receivable | $ 573 | ||||
Property & equipment, net | 13 | ||||
Intangibles | 531 | ||||
Goodwill | 304 | ||||
Accounts payable & accrued expenses | (139) | ||||
Purchase price, net of cash received | 1,282 | ||||
Global Logistics Services Provider [Member] | Customer Relationships [Member] | |||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Intangibles | 480 | ||||
Global Logistics Services Provider [Member] | Trademark [Member] | |||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Intangibles | 20 | ||||
Global Logistics Services Provider [Member] | Other [Member] | |||||
Fair Value Assets Acquired and Liabilities Assumed [Abstract] | |||||
Intangibles | $ 31 |
ACQUISITIONS, Fiscal 2020 Acqui
ACQUISITIONS, Fiscal 2020 Acquisition (Details) $ in Thousands | Dec. 31, 2020Location | Jul. 23, 2020USD ($)Location | Feb. 28, 2021USD ($) | Jul. 23, 2023USD ($) | Jul. 23, 2022USD ($) | Jul. 23, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Combination, Consideration Transferred [Abstract] | ||||||||
Number of locations acquired through business acquisition | Location | 2 | 2 | ||||||
Goodwill | $ 15,955 | $ 14,146 | ||||||
2020 Acquisition [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Number of locations acquired through business acquisition | Location | 2 | |||||||
Consideration transferred | $ 132 | |||||||
Consideration transferred, cash received | 853 | |||||||
Amount paid to acquire business gross | 300 | |||||||
Goodwill | 573 | |||||||
Identifiable intangibles | 690 | |||||||
2020 Acquisition [Member] | Plan [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Due to the stockholder | $ 193 | $ 193 | $ 194 | |||||
2020 Acquisition [Member] | PPP Loan [Member] | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Liability assumed | $ 135 | |||||||
Amount paid upon forgiveness of loan | $ 68 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
INVENTORY [Abstract] | ||
Finished Goods | $ 1,418 | $ 1,246 |
Work-in-Process | 1,043 | 1,406 |
Raw Materials | 1,259 | 1,039 |
Gross Inventory | 3,720 | 3,691 |
Less - Reserve for Inventory Valuation | (31) | (25) |
Inventory, Net | $ 3,689 | $ 3,666 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 6,482 | $ 6,401 | |
Less: Accumulated Depreciation | (1,517) | (1,424) | |
Property and equipment, net | 4,965 | 4,977 | |
Depreciation expense | 175 | $ 92 | |
Building and Improvements [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 3,120 | 3,096 | |
Building and Improvements [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 15 years | ||
Building and Improvements [Member] | Maximum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 30 years | ||
Land and Improvements [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 1,247 | 1,235 | |
Furniture & Fixtures [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 232 | 282 | |
Furniture & Fixtures [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 3 years | ||
Furniture & Fixtures [Member] | Maximum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 7 years | ||
Computer Equipment [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 571 | 385 | |
Computer Equipment [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 5 years | ||
Machinery & Equipment [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 1,207 | 1,288 | |
Machinery & Equipment [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 3 years | ||
Machinery & Equipment [Member] | Maximum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 15 years | ||
Leasehold Improvements [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and Equipment, gross | $ 105 | $ 115 | |
Leasehold Improvements [Member] | Minimum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 3 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Property and Equipment, Net [Abstract] | |||
Life | 5 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Intangible Assets, Net [Abstract] | |||||
Intangible assets, gross | $ 19,642 | $ 19,642 | $ 17,681 | ||
Less: Accumulated Amortization | (4,892) | (4,892) | (4,348) | ||
Intangible assets, net | 14,750 | 14,750 | 13,333 | ||
Amortization expense | 293 | $ 243 | 544 | $ 486 | |
Global Logistics Services [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Intangible assets, gross | 8,174 | 8,174 | 7,643 | ||
Manufacturing [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Intangible assets, gross | 7,700 | 7,700 | 7,700 | ||
Life Sciences [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Intangible assets, gross | 3,768 | 3,768 | 2,338 | ||
Customer Relationships [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Finite lived intangible assets, gross | 16,232 | $ 16,232 | 14,392 | ||
Customer Relationships [Member] | Minimum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 15 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 24 years | ||||
Trademarks/ Names [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Finite lived intangible assets, gross | 1,840 | $ 1,840 | 1,820 | ||
Indefinite-lived intangible assets, gross | 521 | $ 521 | 451 | ||
Trademarks/ Names [Member] | Minimum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 1 year | ||||
Trademarks/ Names [Member] | Maximum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 20 years | ||||
Other [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Finite lived intangible assets, gross | $ 1,049 | $ 1,049 | $ 1,018 | ||
Other [Member] | Minimum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 2 years | ||||
Other [Member] | Maximum [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Life | 5 years |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Composition of Goodwill [Abstract] | ||
Goodwill | $ 15,955 | $ 14,146 |
Global Logistics Services [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 6,532 | 6,161 |
Manufacturing [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | 5,046 | 5,046 |
Life Sciences [Member] | ||
Composition of Goodwill [Abstract] | ||
Goodwill | $ 4,377 | $ 2,939 |
NOTES PAYABLE - BANKS, Santande
NOTES PAYABLE - BANKS, Santander Bank Facility (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Revolving Line of Credit Facility [Abstract] | ||
Outstanding borrowings | $ 11,561 | $ 8,447 |
Santander Bank Facility [Member] | ||
Revolving Line of Credit Facility [Abstract] | ||
Maximum borrowing capacity | $ 17,000 | 17,000 |
Percentage of accounts receivable | 85.00% | |
Maturity date of facility | Oct. 17, 2022 | |
Outstanding borrowings | $ 11,561 | $ 8,447 |
Effective interest rate | 3.00% | 2.40% |
Santander Bank Facility [Member] | Prime Rate [Member] | ||
Revolving Line of Credit Facility [Abstract] | ||
Basis spread on variable rate | 0.50% | |
Santander Bank Facility [Member] | LIBOR [Member] | ||
Revolving Line of Credit Facility [Abstract] | ||
Basis spread on variable rate | 2.25% | |
Variable rate term | 30, 60 or 90 day | |
Interest rate floor | 0.75% |
NOTES PAYABLE - BANKS, First Me
NOTES PAYABLE - BANKS, First Merchants Bank Credit Facility (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | ||
Note Payable - Bank [Abstract] | |||
Less Current Portion | $ (866) | $ (866) | |
Long-term debt | 5,947 | 6,432 | |
First Merchants Bank Credit Facility [Member] | |||
Note Payable - Bank [Abstract] | |||
Long Term Debt | [1] | 4,540 | 5,025 |
Less Current Portion | (808) | (808) | |
Long-term debt | 3,732 | 4,217 | |
Term Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 5,500 | ||
Term of variable rate | One Month | ||
Outstanding borrowings | $ 3,875 | $ 4,349 | |
Effective interest rate | 3.62% | 3.66% | |
Note Payable - Bank [Abstract] | |||
Debt instrument installment | $ 65 | ||
Frequency of debt instrument installment | Monthly | ||
Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||
Long Term Debt [Abstract] | |||
Basis spread on variable rate | 2.75% | ||
EBITDA ratio | 2 | ||
Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||
Long Term Debt [Abstract] | |||
Basis spread on variable rate | 3.50% | ||
EBITDA ratio | 2 | ||
Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Maximum borrowing capacity | $ 1,000 | ||
Term of variable rate | One Month | ||
Outstanding borrowings | $ 0 | $ 0 | |
Revolving Loan [Member] | LIBOR [Member] | |||
Long Term Debt [Abstract] | |||
Basis spread on variable rate | 2.75% | ||
Mortgage Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 680 | ||
Interest rate percentage | 4.19% | ||
Maturity date of facility | Jul. 1, 2025 | ||
Outstanding borrowings | $ 665 | $ 676 | |
Effective interest rate | 4.19% | 4.19% | |
Note Payable - Bank [Abstract] | |||
Debt instrument installment | $ 4 | ||
Frequency of debt instrument installment | Monthly | ||
Term Loan and Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Maturity date of facility | Aug. 30, 2024 | ||
[1] | Under the First Merchant Credit Agreement, the term loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, and the mortgage loan is due in monthly installments of $4, including interest at 4.19%. The First Merchant Facility is collateralized by all of Indco's assets and guaranteed by Janel. |
NOTES PAYABLE - BANKS, First No
NOTES PAYABLE - BANKS, First Northern Bank of Dixon (Details) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2021USD ($)Agreement | Sep. 30, 2020USD ($) | ||
Note Payable - Bank [Abstract] | |||
Less Current Portion | $ (866) | $ (866) | |
Long-term debt | $ 5,947 | 6,432 | |
First Northern Loan Agreement [Member] | |||
Long Term Debt [Abstract] | |||
Number of business loan agreements | Agreement | 2 | ||
Note Payable - Bank [Abstract] | |||
Long Term Debt | [1] | $ 2,273 | 2,273 |
Less Current Portion | (58) | (58) | |
Long-term debt | 2,215 | $ 2,215 | |
Term Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 2,235 | ||
Annual interest rate percentage | 4.00% | ||
Maturity date of facility | Nov. 14, 2029 | ||
Effective interest rate | 4.18% | 4.18% | |
Note Payable - Bank [Abstract] | |||
Long Term Debt | [1] | $ 2,166 | $ 2,192 |
Less Current Portion | (54) | (53) | |
Long-term debt | 2,112 | 2,139 | |
Debt instrument installment | $ 12 | ||
Frequency of debt instrument installment | Monthly | ||
Revolving Loan [Member] | |||
Long Term Debt [Abstract] | |||
Annual interest rate percentage | 4.00% | ||
Maturity date of facility | Oct. 5, 2021 | ||
Maximum borrowing capacity | $ 500 | ||
Outstanding borrowings | 0 | $ 0 | |
Solar Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 125 | ||
Maturity date of facility | Nov. 14, 2029 | ||
Effective interest rate | 4.43% | 4.43% | |
Variable rate term | 5 years | ||
Note Payable - Bank [Abstract] | |||
Long Term Debt | [1] | $ 107 | $ 81 |
Less Current Portion | (4) | (5) | |
Long-term debt | 103 | $ 76 | |
Generator Loan [Member] | |||
Long Term Debt [Abstract] | |||
Face amount of debt | $ 60 | ||
Maturity date of facility | Nov. 5, 2020 | ||
Effective interest rate | 4.25% | ||
Outstanding borrowings | $ 0 | ||
[1] | Long-term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. |
SUBORDINATED PROMISSORY NOTES_3
SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Details) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021USD ($)NoteInstallment | Sep. 30, 2020USD ($) | |
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Current portion of subordinated promissory notes | $ 1,145 | $ 504 |
Long-term portion of subordinated promissory notes | $ 934 | 39 |
AB HoldCo Subordinated Promissory Notes [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Number of subordinated promissory notes | Note | 2 | |
Annual interest rate percentage | 4.00% | |
Debt instrument maturity date | Jun. 22, 2021 | |
Frequency of periodic payment | Quarterly | |
Outstanding amount | $ 344 | 344 |
Honor Subordinated Promissory Note [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Annual interest rate percentage | 6.75% | |
Debt instrument maturity date | Nov. 20, 2021 | |
Number of consecutive installments | Installment | 12 | |
Frequency of periodic payment | Quarterly | |
Quarterly periodic installments | $ 42 | |
Outstanding amount | 121 | 199 |
Current portion of subordinated promissory notes | 160 | |
Long-term portion of subordinated promissory notes | $ 39 | |
ICT Subordinated Promissory Note [Member] | ||
Long-term Debt, Excluding Current Maturities [Abstract] | ||
Face amount of debt | $ 1,850 | |
Annual interest rate percentage | 0.50% | |
Debt instrument maturity date | Mar. 21, 2025 | |
Number of consecutive installments | Installment | 16 | |
Frequency of periodic payment | Quarterly | |
Outstanding amount | $ 1,614 | |
Current portion of subordinated promissory notes | 680 | |
Long-term portion of subordinated promissory notes | $ 934 |
SUBORDINATED PROMISSORY NOTES_4
SUBORDINATED PROMISSORY NOTES - RELATED PARTY, Amounts Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Subordinated Promissory Notes [Abstract] | ||
Less Current Portion of Subordinated Promissory Notes-related party | $ (1,145) | $ (504) |
Long Term Portion of Subordinated Promissory Notes-related party | 934 | 39 |
Subsidiary of Common Parent [Member] | Subordinated Debt [Member] | ||
Subordinated Promissory Notes [Abstract] | ||
Total Subordinated Promissory Notes-related party | 2,079 | 543 |
Less Current Portion of Subordinated Promissory Notes-related party | (1,145) | (504) |
Long Term Portion of Subordinated Promissory Notes-related party | $ 934 | $ 39 |
SBA PAYCHECK PROTECTION PROGR_2
SBA PAYCHECK PROTECTION PROGRAM LOANS (Details) - USD ($) $ in Thousands | Apr. 19, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Jul. 23, 2020 |
CARES Act Loan [Abstract] | ||||||||
Gain on paycheck protection program loan forgiveness | $ 135 | $ 0 | $ 135 | $ 0 | ||||
Long-term portion of Paycheck Protection Program (PPP) loan | 1,683 | 1,683 | $ 960 | |||||
Current portion of long term-debt | 1,068 | $ 1,068 | 1,913 | |||||
PPP Loans [Member] | ||||||||
CARES Act Loan [Abstract] | ||||||||
Face amount of debt | $ 2,726 | |||||||
Debt instrument maturity date | Apr. 19, 2022 | |||||||
Interest rate percentage | 1.00% | |||||||
Principal and interest payment amount | $ 153 | |||||||
Frequency of periodic payment | Monthly | |||||||
Outstanding amount | 2,751 | $ 2,751 | 2,873 | |||||
Long-term portion of Paycheck Protection Program (PPP) loan | 1,683 | 1,683 | 960 | |||||
Current portion of long term-debt | $ 1,068 | $ 1,068 | $ 1,913 | |||||
ACB PPP Loan [Member] | ||||||||
CARES Act Loan [Abstract] | ||||||||
Face amount of debt | $ 135 | |||||||
Gain on paycheck protection program loan forgiveness | $ 135 |
STOCKHOLDERS' EQUITY, Shares Au
STOCKHOLDERS' EQUITY, Shares Authorized and Par Value (Details) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Common stock, shares authorized (in shares) | 4,500,000 | 4,500,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2020 | Apr. 23, 2020 | Oct. 17, 2017 | Oct. 16, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 |
Series B Convertible Preferred Stock [Abstract] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||||
Dividends declared | $ 195 | $ 175 | $ 369 | $ 326 | |||||
Accrued dividends | $ 2,030 | $ 2,030 | $ 1,661 | ||||||
Series B Stock Converted to Common Stock [Member] | |||||||||
Series B Convertible Preferred Stock [Abstract] | |||||||||
Shares converted to common stock (in shares) | 300 | 300 | |||||||
Shares issued from conversion (in shares) | 3,000 | 3,000 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Series B Convertible Preferred Stock [Abstract] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.10 | 0.10 | |||||||
Preferred stock, shares outstanding (in shares) | 31 | 31 | 31 | ||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||||
Preferred stock, shares outstanding (in shares) | 31 | 31 | 31 | ||||||
Series C Cumulative Preferred Stock [Member] | |||||||||
Series B Convertible Preferred Stock [Abstract] | |||||||||
Preferred stock, shares outstanding (in shares) | 19,760 | 19,760 | 19,760 | ||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||||
Preferred stock, dividend rate | 5.00% | 7.00% | 8.00% | 7.00% | |||||
Share price (in dollars per share) | $ 10 | ||||||||
Annual increase in dividend rate | 2.00% | 1.00% | |||||||
Period of increase in dividend rate | 4 years | ||||||||
Preferred stock, liquidation preference, value | $ 11,911 | $ 11,911 | $ 11,541 | ||||||
Preferred stock, shares outstanding (in shares) | 19,760 | 19,760 | 19,760 | ||||||
Dividends paid in cash | $ 55 | ||||||||
Dividends declared | $ 369 | 675 | |||||||
Accrued dividends | $ 2,030 | $ 2,030 | $ 1,661 | ||||||
Series C Cumulative Preferred Stock [Member] | Private Placement [Member] | |||||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||||
Number of shares repurchased (in shares) | 890 | ||||||||
Number of shares repurchased, value | $ 500 | ||||||||
Repurchase of preferred stock | $ 445 | ||||||||
Sale of preferred stock (in shares) | 650 | ||||||||
Sale of preferred stock, value | $ 500 | ||||||||
Proceeds from sale of preferred stock | $ 325 | ||||||||
Series C Cumulative Preferred Stock [Member] | Maximum [Member] | |||||||||
Series C Cumulative Preferred Stock [Abstract] | |||||||||
Preferred stock, dividend rate | 13.00% | 9.00% |
STOCK-BASED COMPENSATION, Expen
STOCK-BASED COMPENSATION, Expense and Authorized (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | May 12, 2017 | Oct. 30, 2013 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation [Abstract] | ||||
Stock-based compensation | $ 54 | $ 149 | ||
2013 Option Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 | |||
2017 Plan [Member] | ||||
Share-based Compensation [Abstract] | ||||
Options to purchase common stock for issuance (in shares) | 100,000 |
STOCK-BASED COMPENSATION, Assum
STOCK-BASED COMPENSATION, Assumptions (Details) | 6 Months Ended |
Mar. 31, 2021$ / shares | |
Indco [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Risk-free Interest Rate | 0.46% |
Dividend Yield | 0.00% |
Indco [Member] | Minimum [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Expected Option Term in Years | 5 years 6 months |
Expected Volatility | 103.00% |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 9.66 |
Indco [Member] | Maximum [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Expected Option Term in Years | 6 years 6 months |
Expected Volatility | 105.40% |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 10 |
Employee Option Awards [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Risk-free Interest Rate | 0.46% |
Dividend Yield | 0.00% |
Employee Option Awards [Member] | Minimum [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Expected Option Term in Years | 5 years 6 months |
Expected Volatility | 103.00% |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 6.90 |
Employee Option Awards [Member] | Maximum [Member] | |
Share-based Payment Award, Fair Value Assumptions [Abstract] | |
Expected Option Term in Years | 6 years 6 months |
Expected Volatility | 105.40% |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 7.19 |
STOCK-BASED COMPENSATION, Summa
STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Indco's [Member] | |||
Number of Options [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 39,013 | ||
Granted (in shares) | 6,948 | ||
Exercised (in shares) | (7,000) | ||
Outstanding, ending balance (in shares) | 38,961 | 39,013 | |
Exercisable, ending balance (in shares) | 25,153 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ 9.24 | ||
Granted (in dollars per share) | 12.29 | ||
Exercised (in dollars per share) | 6.48 | ||
Outstanding, ending balance (in dollars per share) | 10.28 | $ 9.24 | |
Exercisable, ending balance (in dollars per share) | $ 9.16 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Outstanding | 7 years 1 month 13 days | 6 years 9 months 22 days | |
Granted | 9 years 6 months | ||
Exercisable | 6 years 2 months 1 day | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding, beginning balance | $ 85,450 | ||
Granted | 0 | ||
Outstanding, ending balance | 78,160 | $ 85,450 | |
Exercisable, ending balance | $ 71,250 | ||
Share price (in dollars per share) | $ 12.29 | ||
Total unrecognized compensation expense | $ 67,000 | ||
Accrued compensation cost | 326,000 | $ 284,000 | |
Stock-based compensation | $ 32,000 | $ 37,000 | |
Indco's [Member] | Maximum [Member] | |||
Aggregate Intrinsic Value [Abstract] | |||
Weighted-average vesting period | 1 year | ||
Employee Option Awards [Member] | |||
Number of Options [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 93,996 | ||
Granted (in shares) | 7,500 | ||
Exercised (in shares) | (2,502) | ||
Outstanding, ending balance (in shares) | 98,994 | 93,996 | |
Exercisable, ending balance (in shares) | 83,998 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ 5.76 | ||
Granted (in dollars per share) | 9 | ||
Exercised (in dollars per share) | 8.58 | ||
Outstanding, ending balance (in dollars per share) | 5.93 | $ 5.76 | |
Exercisable, ending balance (in dollars per share) | $ 5.42 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Outstanding | 5 years 14 days | 5 years 2 months 26 days | |
Granted | 9 years 6 months | ||
Exercisable | 4 years 4 months 10 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding, beginning balance | $ 304,990 | ||
Granted | 0 | ||
Outstanding, ending balance | 1,144,910 | $ 304,990 | |
Exercisable, ending balance | $ 1,014,320 | ||
Share price (in dollars per share) | $ 17.50 | ||
Total unrecognized compensation expense | $ 53,000 | ||
Employee Option Awards [Member] | Maximum [Member] | |||
Aggregate Intrinsic Value [Abstract] | |||
Weighted-average vesting period | 1 year | ||
Non-Employee Option [Member] | |||
Number of Options [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 6,053 | ||
Granted (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 6,053 | 6,053 | |
Exercisable, ending balance (in shares) | 6,053 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ 4.13 | ||
Outstanding, ending balance (in dollars per share) | 4.13 | $ 4.13 | |
Exercisable, ending balance (in dollars per share) | $ 4.13 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Outstanding | 5 years 6 months | 6 years | |
Exercisable | 5 years 6 months | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding, beginning balance | $ 29,480 | ||
Outstanding, ending balance | 80,930 | $ 29,480 | |
Exercisable, ending balance | $ 80,930 | ||
Share price (in dollars per share) | $ 17.50 | ||
Unrecognized compensation expense, vested stock options | $ 0 |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Employee Restricted Stock [Member] | ||
Restricted Stock [Abstract] | ||
Granted in period (in shares) | 0 | |
Vesting period | 3 years | |
Grant date cost to recipient | $ 0 | |
Vested restricted stock unissued | $ 306 | $ 306 |
Restricted stock vested but not issued (in shares) | 35,000 | 35,000 |
Non-Employee Restricted Stock [Member] | ||
Restricted Stock [Abstract] | ||
Total unrecognized compensation cost | $ 0 |
INCOME PER COMMON SHARE, Reconc
INCOME PER COMMON SHARE, Reconciliation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
INCOME PER COMMON SHARE [Abstract] | ||||||
Net income (loss) | $ 596 | $ 255 | $ (937) | $ (120) | $ 851 | $ (1,057) |
Preferred stock dividends | (195) | (175) | (369) | (326) | ||
Net Income (Loss) Available to Common Stockholders | $ 401 | $ (1,112) | $ 482 | $ (1,383) | ||
Common Shares [Abstract] | ||||||
Basic - weighted average common shares (in shares) | 936,154 | 865,985 | 936,045 | 865,630 | ||
Effect of dilutive securities [Abstract] | ||||||
Stock options (in shares) | 47,320 | 0 | 38,973 | 0 | ||
Restricted stock (in shares) | 0 | 0 | 0 | 0 | ||
Convertible preferred stock (in shares) | 310 | 0 | 310 | 0 | ||
Diluted - weighted average common stock (in shares) | 983,784 | 865,985 | 975,328 | 865,630 | ||
Income (loss) per Common Share - Basic [Abstract] | ||||||
Net income (loss) (in dollars per share) | $ 0.64 | $ (1.08) | $ 0.91 | $ (1.22) | ||
Preferred stock dividends (in dollars per share) | (0.22) | (0.21) | (0.40) | (0.38) | ||
Net Income (loss) available to common stockholders (in dollars per share) | 0.42 | (1.29) | 0.51 | (1.60) | ||
Income per (loss) Common Share - Diluted [Abstract] | ||||||
Net income (loss) (in dollars per share) | 0.61 | (1.08) | 0.87 | (1.22) | ||
Preferred stock dividends (in dollars per share) | (0.20) | (0.21) | (0.38) | (0.38) | ||
Net income (loss) available to common stockholders (in dollars per share) | $ 0.41 | $ (1.29) | $ 0.49 | $ (1.60) | ||
Number of dilutive securities (in shares) | 39,283 | |||||
Anti-dilutive shares (in shares) | 0 | 0 |
INCOME PER COMMON SHARE, Potent
INCOME PER COMMON SHARE, Potentially Diluted Securities (Details) - shares | Mar. 31, 2021 | Mar. 31, 2020 |
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 105,357 | 188,526 |
Convertible Preferred Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 310 | 6,310 |
Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 98,994 | 114,496 |
Non-Employee Stock Options [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 6,053 | 36,053 |
Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 5,000 |
Non-Employee Restricted Stock [Member] | ||
Potentially Diluted Securities [Abstract] | ||
Potentially diluted securities (in shares) | 0 | 26,667 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
INCOME TAXES [Abstract] | ||||
Statutory federal income tax rate | 28.40% | 10.10% | ||
Reconciliation of Income Tax [Abstract] | ||||
Federal taxes at statutory rates | $ (250) | $ 247 | ||
Permanent differences | 7 | (28) | ||
Other | 0 | (63) | ||
State and local taxes | (94) | (37) | ||
Total | $ (222) | $ 35 | $ (337) | $ 119 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | Segment | 3 | ||||
Revenue | $ 30,142 | $ 19,121 | $ 56,620 | $ 38,942 | |
Forwarding expenses and cost of revenues | 22,593 | 13,125 | 42,622 | 26,659 | |
Gross profit | 7,549 | 5,996 | 13,998 | 12,283 | |
Selling, general and administrative | 6,415 | 6,584 | 12,124 | 12,669 | |
Amortization of intangible assets | 293 | 243 | 544 | 486 | |
Income (Loss) from Operations | 841 | (831) | 1,330 | (872) | |
Interest expense | 158 | 141 | 277 | 304 | |
Identifiable assets | 70,381 | 52,868 | 70,381 | 52,868 | $ 63,035 |
Capital expenditures | 30 | 34 | 85 | 131 | |
Corporate [Member] | |||||
Segment Reporting [Abstract] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Forwarding expenses and cost of revenues | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, general and administrative | 776 | 860 | 1,493 | 1,645 | |
Amortization of intangible assets | 293 | 243 | 544 | 486 | |
Income (Loss) from Operations | (1,069) | (1,103) | (2,037) | (2,131) | |
Interest expense | 7 | (3) | 14 | (5) | |
Identifiable assets | 32,003 | 26,781 | 32,003 | 26,781 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Global Logistics Services [Member] | Reportable Segments [Member] | |||||
Segment Reporting [Abstract] | |||||
Revenue | 24,373 | 15,328 | 46,633 | 31,407 | |
Forwarding expenses and cost of revenues | 20,250 | 11,615 | 38,645 | 23,702 | |
Gross profit | 4,123 | 3,713 | 7,988 | 7,705 | |
Selling, general and administrative | 3,743 | 3,952 | 7,117 | 7,590 | |
Amortization of intangible assets | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations | 380 | (239) | 871 | 115 | |
Interest expense | 81 | 54 | 118 | 120 | |
Identifiable assets | 23,743 | 14,012 | 23,743 | 14,012 | |
Capital expenditures | 24 | 17 | 43 | 64 | |
Manufacturing [Member] | Reportable Segments [Member] | |||||
Segment Reporting [Abstract] | |||||
Revenue | 2,529 | 2,056 | 4,398 | 3,926 | |
Forwarding expenses and cost of revenues | 1,163 | 908 | 2,041 | 1,753 | |
Gross profit | 1,366 | 1,148 | 2,357 | 2,173 | |
Selling, general and administrative | 683 | 701 | 1,325 | 1,383 | |
Amortization of intangible assets | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations | 683 | 447 | 1,032 | 790 | |
Interest expense | 43 | 66 | 90 | 138 | |
Identifiable assets | 4,078 | 2,425 | 4,078 | 2,425 | |
Capital expenditures | 3 | 0 | 15 | 23 | |
Life Sciences [Member] | Reportable Segments [Member] | |||||
Segment Reporting [Abstract] | |||||
Revenue | 3,240 | 1,737 | 5,589 | 3,609 | |
Forwarding expenses and cost of revenues | 1,180 | 602 | 1,936 | 1,204 | |
Gross profit | 2,060 | 1,135 | 3,653 | 2,405 | |
Selling, general and administrative | 1,213 | 1,071 | 2,189 | 2,051 | |
Amortization of intangible assets | 0 | 0 | 0 | 0 | |
Income (Loss) from Operations | 847 | 64 | 1,464 | 354 | |
Interest expense | 27 | 24 | 55 | 51 | |
Identifiable assets | 10,557 | 9,650 | 10,557 | 9,650 | |
Capital expenditures | $ 3 | $ 17 | $ 27 | $ 44 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Lease Cost [Abstract] | |||
Operating lease cost | $ 486 | $ 353 | |
Short-term lease cost | 14 | 68 | |
Total lease cost | 500 | $ 421 | |
Right of use assets | 2,456 | $ 2,621 | |
Current portion of operating lease liabilities | 809 | 720 | |
Long-term lease liabilities | 1,671 | $ 1,924 | |
Increase in operating lease right-of-use assets | $ 164 | ||
Weighted-average remaining lease term - operating leases | 4 years 3 months 18 days | 4 years 2 months 12 days | |
Weighted-average discount rate - operating leases | 4.60% | 4.60% | |
Cash paid for amounts included in the measurement of operating lease obligations | $ 872 | ||
Future Minimum Lease Commitments under Non-cancellable Leases [Abstract] | |||
2021 | 809 | ||
2022 | 730 | ||
2023 | 512 | ||
2024 | 496 | ||
2025 | 123 | ||
Total undiscounted lease payments | 2,670 | ||
Less: Imputed interest | (191) | ||
Total lease obligations | $ 2,479 | ||
Minimum [Member] | |||
Operating lease [Abstract] | |||
Operating lease term | 1 month | ||
Maximum [Member] | |||
Operating lease [Abstract] | |||
Operating lease term | 60 months |