Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 18, 2016 | Mar. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | JANEL CORP | ||
Entity Central Index Key | 1,133,062 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,434,878 | ||
Trading Symbol | JANL | ||
Entity Common Stock, Shares Outstanding | 573,951 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 965,115 | $ 942,748 |
Accounts receivable, net of allowance for doubtful accounts of $230,000 and $200,000, respectively | 12,353,582 | 13,084,846 |
Inventory | 356,875 | 0 |
Prepaid expenses and sundry current assets | 233,716 | 200,708 |
Total current assets | 13,909,288 | 14,228,302 |
PROPERTY AND EQUIPMENT, NET (Note 3) | 287,391 | 77,492 |
OTHER ASSETS | ||
Intangible assets, net (Note 4) | 12,373,266 | 5,262,014 |
Goodwill | 8,443,477 | 4,040,639 |
Deferred Income Taxes | 844,977 | |
Security deposits | 99,658 | 103,258 |
Total other assets | 21,761,378 | 9,405,911 |
Total assets | 35,958,057 | 23,711,705 |
CURRENT LIABILITIES | ||
Note payable - bank (Note 5) | 6,498,403 | 5,983,111 |
Accounts payable - trade | 9,298,029 | 11,901,042 |
Accrued expenses and other current liabilities | 1,254,926 | 613,843 |
Dividends Payable | 623,077 | 246,637 |
Current portion of long-term debt (Note 5) | 857,148 | 0 |
Current portion of long-term debt - related party (Note 6) net of imputed interest | 500,000 | 495,960 |
Total Current Liabilities | 19,031,583 | 19,240,593 |
OTHER LIABILTIES | ||
Long-Term Debt (Note 5) | 4,616,540 | 0 |
Long-Term Debt - Related Party (Note 6) net of imputed interest | 471,108 | 918,839 |
Deferred Compensation (Note 1) | 78,568 | 78,568 |
Total Other Liabilities | 5,166,216 | 997,407 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, Value, Issued | 0 | |
Common stock, $0.01 par value; 4,500,000 shares authorized, 573,951 and 573,951 outstanding, respectively | 574 | 574 |
Paid-in capital | 12,920,416 | 8,435,667 |
Accumulated deficit | (2,161,994) | (4,962,563) |
Total Janel Corporation Stockholders' Equity | 10,759,032 | 3,473,705 |
Non-controlling interest | 1,001,226 | 0 |
Total Stockholders' Equity (Note 8) | 11,760,258 | 3,473,705 |
Total Liabilities and Stockholders' Equity | 35,958,057 | 23,711,705 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock, Value, Issued | 20 | 20 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock, Value, Issued | 1 | 1 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock, Value, Issued | $ 15 | $ 6 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Allowance for doubtful accounts (in dollars) | $ 230,000 | $ 200,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 4,500,000 | 4,500,000 |
Common stock, shares outstanding | 573,951 | 573,951 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,700 | 5,700 |
Preferred Stock, Shares Issued | 1,271 | 1,271 |
Preferred stock, shares outstanding | 1,271 | 1,271 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 14,205 | 5,500 |
Preferred stock, shares outstanding | 14,205 | 5,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | $ 75,336,803 | $ 74,740,145 |
COST AND EXPENSES: | ||
Forwarding expenses | 57,447,117 | 63,141,275 |
Cost of sales - manufacturing | 2,092,026 | 0 |
Selling, general and administrative | 13,156,087 | 9,755,125 |
Amortization of Intangible assets | 594,581 | 305,541 |
TOTAL COSTS AND EXPENSES | 73,289,811 | 73,201,941 |
INCOME From Operations | 2,046,992 | 1,538,204 |
OTHER ITEMS: | ||
Interest expense net of interest and dividend income | (674,576) | (504,445) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 1,372,416 | 1,033,759 |
Income taxes credit (expense) (Note 9) | 2,108,660 | (150,000) |
INCOME FROM CONTINUING OPERATIONS | 3,481,076 | 883,759 |
Loss From Discontinued Operations, net of tax (Note 7) | (202,340) | (244,039) |
NET INCOME | 3,278,736 | 639,720 |
Less: Net Income attributable to non-controlling interests | (82,978) | 0 |
NET INCOME ATTRIBUTABLE TO JANEL CORPORATION SHAREHOLDERS | 3,195,758 | 639,720 |
Preferred stock dividends (Note 8) | (395,189) | (241,875) |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ 2,800,569 | $ 397,845 |
Income per share from continuing operations attributable to common shareholders: | ||
Basic (in dollars per share) | $ 6.07 | $ 1.58 |
Diluted (in dollars per share) | 5.56 | 1.49 |
Income per share from discontinued operations attributable to common shareholders: | ||
Basic (in dollars per share) | (0.35) | (0.44) |
Diluted (in dollars per share) | (0.32) | (0.41) |
Net Income per share attributable to common shareholders: | ||
Basic (in dollars per share) | 4.88 | 0.71 |
Diluted (in dollars per share) | $ 4.47 | $ 0.67 |
Basic Weighted average number of shares outstanding | ||
Basic Weighted average number of shares outstanding | 573,951 | 599,411 |
Fully Diluted Weighted average number of shares outstanding | 625,997 | 592,116 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | COMMON STOCK SHARES [Member] | PREFERRED STOCK SHARES [Member] | ADDITIONAL PAID-IN CAPITAL [Member] | RETAINED EARNINGS (DEFICIT) [Member] | PARENT [Member] | NON-CONTROLLING INTERESTS [Member] |
Balance at Sep. 30, 2014 | $ 2,948,135 | $ 554 | $ 27 | $ 8,307,962 | $ (5,360,408) | $ 2,948,135 | |
Balance (in shares) at Sep. 30, 2014 | 554,204 | 26,771 | |||||
Net income (Loss) | 639,720 | $ 0 | $ 0 | 0 | 639,720 | 639,720 | |
Dividends to preferred shareholders | (241,875) | (241,875) | (241,875) | ||||
Stock Options issued | 62,225 | 0 | 0 | 62,225 | 0 | 62,225 | $ 0 |
Common Stock issued as compensation | 20,000 | $ 6 | 19,994 | 20,000 | |||
Common Stock issued as compensation (in shares) | 5,715 | ||||||
Stock options exercised | 45,500 | $ 14 | $ 0 | 45,486 | 0 | 45,500 | 0 |
Stock options exercised (in shares) | 14,000 | 0 | |||||
Balance at Sep. 30, 2015 | 3,473,705 | $ 574 | $ 27 | 8,435,667 | (4,962,563) | 3,473,705 | |
Balance (in shares) at Sep. 30, 2015 | 573,951 | 26,771 | |||||
Acquisition of non-controlling interest | 918,248 | $ 0 | $ 0 | 0 | 0 | 0 | 918,248 |
Net income (Loss) | 3,278,736 | 0 | 0 | 0 | 3,195,758 | 3,195,758 | 82,978 |
Dividends to preferred shareholders | (395,189) | 0 | 0 | 0 | (395,189) | (395,189) | |
Stock Options issued | 132,095 | 0 | 0 | 132,095 | 0 | 132,095 | 0 |
Preferred Stock Issuance | 4,352,663 | $ 0 | $ 9 | 4,352,654 | 0 | 4,352,663 | 0 |
Preferred Stock Issuance (in shares) | 0 | 8,705 | |||||
Balance at Sep. 30, 2016 | $ 11,760,258 | $ 574 | $ 36 | $ 12,920,416 | $ (2,161,994) | $ 10,759,032 | $ 1,001,226 |
Balance (in shares) at Sep. 30, 2016 | 573,951 | 35,476 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 3,278,736 | $ 639,720 |
Loss from discontinued operations | 202,340 | 244,039 |
Adjustments to reconcile net Income to net cash provided by operating activities: | ||
Bad debt expense | 4,156 | 42,001 |
Depreciation | 84,618 | 13,284 |
Deferred Income Taxes | (2,595,000) | |
Amortization of intangible assets | 594,581 | 305,541 |
Amortization of imputed interest | 56,309 | 82,327 |
Stock based compensation | 132,095 | 82,225 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,347,740 | (1,885,983) |
Inventory | 15,337 | |
Prepaid expenses and sundry current assets | 76,325 | 65,548 |
Accounts payable and accrued expenses | (1,922,810) | 1,481,357 |
Security deposits | 3,600 | (22,938) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,278,027 | 1,047,122 |
NET CASH USED IN DISCONTINUED OPERATIONS | (202,340) | (244,039) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 1,075,687 | 803,083 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (139,467) | (40,540) |
Acquisition of subsidiaries (Note 2) | (10,734,663) | (2,494,641) |
NET CASH USED IN INVESTING ACTIVITIES | (10,874,130) | (2,535,181) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid | (15,000) | (15,000) |
Loan Cost | (50,000) | |
Re-payment of Long Term Debt - Related Party | (500,000) | |
Proceeds , net of payments, from bank loans | 6,033,147 | 1,979,726 |
Proceeds from issuance of preferred stock (Note 8) | 4,352,663 | 45,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,820,810 | 2,010,226 |
INCREASE IN CASH AND CASH EQUIVALENTS | 22,367 | 278,128 |
CASH AND CASH EQUIVALENTS, Beginning of Year | 942,748 | 664,620 |
CASH AND CASH EQUIVALENTS, End of Year | 965,115 | 942,748 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | 594,012 | 424,539 |
Income taxes | 114,207 | 21,971 |
Non-cash financing activities: | ||
Dividends declared to preferred stockholders | 380,189 | 226,875 |
Intangible Assets acquired | $ 12,102,838 | $ 2,436,570 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Janel Corporation and Subsidiaries (“the Company” or “Janel”) operates its business as two distinct segments: Global Logistics Services and Manufacturing. The Company’s Global Logistics Services segment comprises several wholly-owned subsidiaries, collectively known as “Janel Group.” Janel Group provides full-service 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 April 15, 2015 a Certificate of Amendment to the Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation. In September 2014, the Company purchased the equity of Alpha International/President Container Lines (“Alpha/PCL”), a global logistics services company. Approximately one year later, it purchased the equity of Liberty International, Inc. (“Liberty”). These companies, along with the legacy Janel Group, comprise Janel Corporation’s Global Logistics Services segment. On March 21, 2016, the Company purchased INDCO, Inc. (“INDCO”). INDCO comprises the Company’s Manufacturing business segment. INDCO manufactures and distributes custom-designed industrial mixing equipment and apparatus for specific applications within various industries. The customer base comprises small- to mid-sized businesses as well as repetitive production orders for other larger customers. The Company acquired INDCO in order to diversify cash flow streams. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as INDCO, which is majority 91.65 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $ 250,000 The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. Inventory is stated at the lower of cost (first-in, first-out method) or market. Market is determined by net realizable value. Finished goods are shipped upon completion of assembly. Therefore, no finished goods were on hand as of September 30, 2016. Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. Business segment information The Company operates as two reportable segments: Global Logistics Services and Manufacturing. Revenues and revenue recognition Global Logistics Services Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all-inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all-inclusive rate are done in an objective manner on a fair value basis. Manufacturing Revenues are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Payments are made by either credit card acceptance or invoice billing by the company. A significant portion of sales comes from its print- and web-based catalogue and specification features. Such online sales are generally credit card purchases. Revenue is recognized when its products are delivered and risk of loss transfers to the carrier(s) used. Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2016 and 2015, there was no accumulated other comprehensive income. The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The Company has no material uncertain tax positions for any of the reporting periods presented. The tax years September 30, 2013 through 2016 are still open for potential audit. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Deferred compensation Deferred compensation of $ 78,568 Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2016 amounted to $ 15,911 7,887 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. On April 15, 2015, the Company filed with the Nevada Secretary of State: a Certificate of Change providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), effective on April 21, 2015 As a result of the above, all relevant information relating to the number of shares, options and per share information have been retrospectively adjusted within these consolidated financial statements to reflect the Reverse Stock Split for all periods presented. Certain amounts included in the 2015 financial statements have been reclassified to conform to 2016 presentation. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS (A) ALPHA INTERNATIONAL, LP. AND PCL TRANSPORT, LLC. On August 18, 2014, the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries, and the principal owners of AILP and PCL. On September 10, 2014, the Company completed the acquisition of all of the equity interests of AILP and PCL pursuant to the terms of the EIPA. As consideration for the equity interests, the Company paid $ 4,358,773 $500,000 to be paid following the first anniversary of the closing provided that the former owner is still employed by the Company (or pro rata if the employment was terminated prior to that date); $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that the former owner is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million; $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. The purchase price for the acquired assets was $ 5,691,245 4,358,773 1,332,472 167,528 In addition, the Company entered into an employment agreement with the former owner. Pursuant to the terms of the employment agreement, the former owner was (i) employed by the Company at an annual salary of $ 200,000 40,000 3.25 Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, September 10, 2014. Fair Value Accounts receivable, net $ 2,987,487 Security deposits 19,150 Prepaid expenses and other current assets 654 Fixed assets 1,446 Accounts payable and other liabilities (4,501,561) Customer relationships 4,480,000 Goodwill 2,704,069 Purchase price $ 5,691,245 (B) LIBERTY INTERNATIONAL, INC. On August 14, 2015 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries and the principal owners of Liberty International Inc. (“Liberty”) and its principal Owners. The Company completed the acquisition of all of the equity interests of Liberty pursuant to the terms of the EIPA on that day. As consideration for the equity interests, the Company paid $ 2,494,642 In addition, the Company entered into an employment agreement with Mr. Cioe and Mr. Charnley. Pursuant to the terms of the employment agreement, they were) employed by the Company at an annual salary of $ 30,000 Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, August 14, 2015. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: Fair Value Cash $ 133,077 Accounts receivable, net 2,677,492 Prepaid expenses and other current assets 48,308 Fixed assets 33,585 Accounts payable and other liabilities (2,834,390) Trademarks 320,000 Customer relationships 780,000 Goodwill 1,336,570 Purchase price $ 2,494,642 (C) INDCO, INC. On March 21, 2016, the Company executed and closed a Stock Purchase Agreement (the “Purchase Agreement”) for the purchase by the Company of the outstanding common stock of INDCO (the “INDCO Shares”), representing approximately 91.65 8.35 Under the terms of the Purchase Agreement, the purchase price for the INDCO Shares was $ 11,000,000 INDCO operates as a new business segment for the Company. Purchase price allocation In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, March 1, 2016, based upon an appraisal from a third party. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Fair Value Cash $ 377,653 Accounts receivable, net 620,632 Inventory 372,212 Prepaid expenses and other current assets 109,333 Fixed assets 155,050 Accounts payable and other liabilities (1,690,202) Note Payable (Related Party) (129,258) Customer relationships & other intangibles 7,700,000 Goodwill 4,402,838 Non-controlling Interest (918,258) Purchase price $ 11,000,000 The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2016 and 2015 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. (Unaudited) Pro Forma Results Year ended September 30, 2016 2015 Revenues $ 78,217,844 $ 108,586,742 Income before income taxes $ 1,563,460 $ 2,260,497 Fully diluted earnings per share $ 2.50 $ 3.82 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 3 PROPERTY AND EQUIPMENT September 30 September 30 2016 2015 Life Furniture and Fixture $ 149,550 $ 131,112 3-7 years Computer Equipment 239,234 $ 61,594 3-5 years Machinery & Equipment 559,400 36,609 3-15 years Leasehold Improvements 71,960 13,718 3-5 years 1,020,144 243,033 Less Accumulated Depreciation 732,753 (165,541) $ 287,391 $ 77,492 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4 INTANGIBLE ASSETS September 30, 2016 2015 Life Customer Relationships $ 11,450,000 $ 5,260,000 15-20 years Trademarks/Names 1,770,000 320,000 20 years Other 60,000 - 2-5 years 13,280,000 5,580,000 Less: Accumulated amortization (906,734) (317,986) 12,373,266 5,262,014 |
NOTE PAYABLE - BANK
NOTE PAYABLE - BANK | 12 Months Ended |
Sep. 30, 2016 | |
Notes Payable to Bank [Abstract] | |
Notes Payable To Bank [Text Block] | 5 NOTE PAYABLE BANK (A) Presidential Financial Corporation On March 27, 2014, the Company and its wholly-owned subsidiaries, entered into a Loan and Security Agreement with a financial institution with respect to a three year $ 3.5 1,282,673 On August 18, 2015, a Fourth Amendment was executed pursuant to which the Company can borrow up to $ 10.0 85 3.25 March 27, 2018 6,498,403 65 10,000,000 The agreement requires, among other things, that the Company, on a monthly basis, maintain a “minimum fixed charge covenant ratio” and “tangible net worth,” both as defined. (B) First Merchants Bank Credit Facility On March 21, 2016, INDCO executed a Credit Agreement with a bank with respect to a $ 6 1.5 Interest will accrue on the Term Loan at an annual rate equal to the one month LIBOR plus either 3.75% (if INDCO’s cash flow leverage ratio is less than or equal to 2:1) or 4.75% (if INDCO’s cash flow leverage ratio is greater than 2:1). Interest will accrue on the Revolving Loan at an annual rate equal to the one month LIBOR plus 2.75% September 30, 2016 2015 Long term debt. Bank is due in monthly installments of $71,429 plus monthly interest , at LIBOR 3.75% - 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. $ 5,473,688 $ - Less current portion (857,148) - $ 4,616,540 $ 0 These obligations mature as follows: 2017 857,148 2018 857,148 2019 857,148 2020 857,148 Thereafter 2,045,096 $ 5,473,688 |
LONG-TERM DEBT - RELATED PARTY
LONG-TERM DEBT - RELATED PARTY | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 6 LONG-TERM DEBT RELATED PARTY September 30, 2016 2015 Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). $ 971,108 $ 1,414,799 Less current portion (500,000) (495,960) $ 471,108 $ 918,839 These obligations mature as follows: 2016 500,000 2017 471,108 $ 971,108 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 7 DISCONTINUED OPERATIONS In 2012, the Company elected to discontinue the operations of the New Jersey warehousing business and the operations of the food sales segment. 2016 2015 FOOD SALES DISCONTINUED OPERATIONS: REVENUES - - COSTS AND EXPENSES: Cost of sales - - Selling, general and administrative expenses 202,340 244,039 Depreciation and amortization - - TOTAL COSTS AND EXPENSES 202,340 244,039 LOSS FROM DISCONTINUED OPERATIONS (202,340) (244,039) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8 STOCKHOLDERS’ EQUITY Janel is authorized to issue 4,500,000 100,000 A. PREFERRED STOCK Series A Convertible Preferred Stock On January 10, 2007, the Company sold 20,000 0.001 3 500,000 0.001 15,000 Series B Convertible Preferred Stock On October 18, 2007, the Company issued 5,700 0.001 0.001 Series C Cumulative Preferred Stock On August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 7,000 0.001 20,000 5,000 2,500,000 500 250,000 4,352,663 8.25 10.00 rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25%. B. COMMON STOCK On February 27, 2015, the Company’s Board of Directors appointed Brendan Killackey, a Director of the Company, as Chief Executive Officer. On March 2, 2015 Mr. Killackey was issued 5,715 20,000 3.50 On August 13, 2015, the former Chief Financial Officer of Janel exercised options to purchase 14,000 3.25 45,500 C. STOCK OPTIONS On September 10, 2014, in connection with the employment agreement with the former owner of Alpha/PCL, options to purchase 40,000 3.25 is terminated for cause as defined in the employment agreement or if he accepts employment with a competitor of the Company without the Company’s consent, then all unexercised options terminate immediately. The fair value of the options was determined by using a Black-Scholes Option Pricing Model was $ 169,800 56,600 On December 29, 2014, options to purchase 5,000 4.50 1,667 December 29, 2017 1,666 22,500 7,500 5.625 On February 22, 2016, options to purchase 16,000 2.50 33,665 33,665 Risk free Expected Expected Expected Rate of term Exercise Dividend Volatility Return (year) Price 0.00 % 172.67 % .51% - .87% 1 - 3 years $ 2.50 In November 2015, an agreement to grant Director stock options worth $ 50,000 21,875 In April 2016, a key member of the INDCO management team was granted options to purchase INDCO stock over a 3 74,753 2,076 12,456 Risk free Expected Expected Expected Rate of term Exercise Dividend Volatility Return (year) Price 0.00 % 69.26% - 70.35% 1.24% - 1.56% 1 - 3 years $ 6.48 D. STOCK WARRANTS In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(a), above), the Company issued warrants, all of which are currently outstanding, to purchase an aggregate 250,000 4 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9 INCOME TAXES Year Ended September 30, 2016 2015 Federal taxes (credits) at statutory rates $ 398,000 $ 217,000 Permanent differences 23,000 17,000 State and local taxes, net of Federal benefit 65,340 24,000 Prior Year Under accrual 81,000 Reversal/Change in valuation allowance (2,595,000) (189,000) $ (2,108,660) $ 150,000 September 30, 2016 2015 Deferred Tax Assets; Net Operating Loss Carryforwards 2,200,940 2,800,000 Total Deferred Tax Assets 2,200,940 2,800,000 Valuation allowance - (2,725,000) Total Deferred Tax Assets net of Valuation allowance 2,200,940 75,000 Deferred Tax Liabilities; Depreciation and Amortization 1,355,963 75,000 Total Deferred Tax Liabilities 1,355,963 75,000 Net Deferred Tax Assets 844,977 - During the year ended September 30, 2015 The Company had recorded a 100 2,595,000 The Company has net operating loss carryforwards for income tax purposes that expire as follows: 2032 $ 165,000 2033 5,605,000 2034 624,000 $ 6,394,000 |
PROFIT SHARING AND 401(k) PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 10 PROFIT SHARING AND 401(k) PLANS The Company maintains separate non-contributory profit sharing plans and contributory 401(k) plans covering substantially all full-time employees under each segment. The JGI 401(k) plans provide for participant contributions of up to 50 The Company contributes an amount equal to 50% of the participant’s first 6% of contributions. 82,000 53,000 INDCO’s 401(k) plan, as amended, provides that employees who have reached the age of 21 are eligible to participate in the plan after 1 year of service. Under the plan, eligible employees may elect to defer their compensation within plan guidelines. INDCO contributions to the plan may be made up of the following: INDCO may make a matching contribution of up to 4 INDCO may make a discretionary profit sharing contribution to the plan. INDCO may make a qualified non-elective contribution to the plan. The amount of the qualified non-elective contribution is 3 The expense charged to operations for the seven months years ended September 30, 2016 aggregated $ 26,000 |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 11 BUSINESS SEGMENT INFORMATION As of March 2016, the Company operates in two reportable segments (Global Logistics Services and Manufacturing) supported by a corporate group which conducts activities that are non-segment specific. Year Ended Global Janel September 30 2016 Consolidated Logistics Services Manufacturing Corporation Revenues 75,336,803 70,596,132 4,740,671 - Gross Margin 15,797,660 13,149,015 2,648,645 - Selling, General & Administration 13,156,087 10,747,590 1,432,788 975,709 Operating Income 2,046,992 2,401,425 1,210,024 (1,564,457) Identifiable Assets 35,958,057 12,555,942 1,740,395 21,661,720 Capital Expenditures 139,467 2,905 136,562 - Amortization of intangibles 594,581 - 5,833 588,748 During the year ended September 30 2015, the company operated in just the transportation and logistics segment. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 12 COMMITMENTS AND CONTINGENCIES (a) Leases The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2016 and 2015 was approximately $ 573,000 518,000 Year Ending September 30, Combined Year ended September 30, 2017 494,000 2018 390,000 2019 398,000 2020 165,000 (b) Employment Agreements The Company has various employment agreements, including the employment agreement with the previous owner of Alpha/PCL, discussed in Note 2A, and previous owners of Liberty discussed in Note 2B and key management members of INDCO discussed in Note 2C, with certain employees expiring at various times through September 30, 2017. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 13 RISKS AND UNCERTAINTIES (a) Currency risks The nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those agents. (b) Concentration of credit risk The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. (c) Legal proceedings (1) Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicated with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s financial position or results of operations. (d) Concentration of customers Sales to one major customer were approximately 10.4 39.2 813,000 946,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14 SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. There have been no events that would require adjustment to or disclosure in the financial statements. |
SUMMARY OF BUSINESS AND SIGNI21
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business description Janel Corporation and Subsidiaries (“the Company” or “Janel”) operates its business as two distinct segments: Global Logistics Services and Manufacturing. The Company’s Global Logistics Services segment comprises several wholly-owned subsidiaries, collectively known as “Janel Group.” Janel Group provides full-service 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 April 15, 2015 a Certificate of Amendment to the Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation. In September 2014, the Company purchased the equity of Alpha International/President Container Lines (“Alpha/PCL”), a global logistics services company. Approximately one year later, it purchased the equity of Liberty International, Inc. (“Liberty”). These companies, along with the legacy Janel Group, comprise Janel Corporation’s Global Logistics Services segment. On March 21, 2016, the Company purchased INDCO, Inc. (“INDCO”). INDCO comprises the Company’s Manufacturing business segment. INDCO manufactures and distributes custom-designed industrial mixing equipment and apparatus for specific applications within various industries. The customer base comprises small- to mid-sized businesses as well as repetitive production orders for other larger customers. The Company acquired INDCO in order to diversify cash flow streams. |
Consolidation, Policy [Policy Text Block] | Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as INDCO, which is majority 91.65 |
Use of Estimates, Policy [Policy Text Block] | Uses of estimates in the preparation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $ 250,000 |
Receivables, Policy [Policy Text Block] | Accounts receivable and allowance for doubtful accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. |
Inventory, Policy [Policy Text Block] | Inventory is stated at the lower of cost (first-in, first-out method) or market. Market is determined by net realizable value. Finished goods are shipped upon completion of assembly. Therefore, no finished goods were on hand as of September 30, 2016. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment and depreciation policy Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. |
Segment Reporting, Policy [Policy Text Block] | Business segment information The Company operates as two reportable segments: Global Logistics Services and Manufacturing. |
Revenue Recognition, Policy [Policy Text Block] | Revenues and revenue recognition Global Logistics Services Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all-inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all-inclusive rate are done in an objective manner on a fair value basis. Manufacturing Revenues are derived from the engineering, manufacture, and delivery of specialty mixing equipment. Payments are made by either credit card acceptance or invoice billing by the company. A significant portion of sales comes from its print- and web-based catalogue and specification features. Such online sales are generally credit card purchases. Revenue is recognized when its products are delivered and risk of loss transfers to the carrier(s) used. |
Earnings Per Share, Policy [Policy Text Block] | Income per common share Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2016 and 2015, there was no accumulated other comprehensive income. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The Company has no material uncertain tax positions for any of the reporting periods presented. The tax years September 30, 2013 through 2016 are still open for potential audit. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Goodwill, other intangibles and long-lived assets The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. |
Fair Value Measurement, Policy [Policy Text Block] | The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Deferred Compensation [Policy Text Block] | Deferred compensation Deferred compensation of $ 78,568 |
Rental Expense [Policy Text Block] | Rental expense Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2016 amounted to $ 15,911 7,887 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
Reverse Stock Split [Policy Text Block] | Reverse stock split On April 15, 2015, the Company filed with the Nevada Secretary of State: a Certificate of Change providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), effective on April 21, 2015 As a result of the above, all relevant information relating to the number of shares, options and per share information have been retrospectively adjusted within these consolidated financial statements to reflect the Reverse Stock Split for all periods presented. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts included in the 2015 financial statements have been reclassified to conform to 2016 presentation. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Fair Value Accounts receivable, net $ 2,987,487 Security deposits 19,150 Prepaid expenses and other current assets 654 Fixed assets 1,446 Accounts payable and other liabilities (4,501,561) Customer relationships 4,480,000 Goodwill 2,704,069 Purchase price $ 5,691,245 Fair Value Cash $ 133,077 Accounts receivable, net 2,677,492 Prepaid expenses and other current assets 48,308 Fixed assets 33,585 Accounts payable and other liabilities (2,834,390) Trademarks 320,000 Customer relationships 780,000 Goodwill 1,336,570 Purchase price $ 2,494,642 Fair Value Cash $ 377,653 Accounts receivable, net 620,632 Inventory 372,212 Prepaid expenses and other current assets 109,333 Fixed assets 155,050 Accounts payable and other liabilities (1,690,202) Note Payable (Related Party) (129,258) Customer relationships & other intangibles 7,700,000 Goodwill 4,402,838 Non-controlling Interest (918,258) Purchase price $ 11,000,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | (Unaudited) Pro Forma Results Year ended September 30, 2016 2015 Revenues $ 78,217,844 $ 108,586,742 Income before income taxes $ 1,563,460 $ 2,260,497 Fully diluted earnings per share $ 2.50 $ 3.82 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: September 30 September 30 2016 2015 Life Furniture and Fixture $ 149,550 $ 131,112 3-7 years Computer Equipment 239,234 $ 61,594 3-5 years Machinery & Equipment 559,400 36,609 3-15 years Leasehold Improvements 71,960 13,718 3-5 years 1,020,144 243,033 Less Accumulated Depreciation 732,753 (165,541) $ 287,391 $ 77,492 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2016 2015 Life Customer Relationships $ 11,450,000 $ 5,260,000 15-20 years Trademarks/Names 1,770,000 320,000 20 years Other 60,000 - 2-5 years 13,280,000 5,580,000 Less: Accumulated amortization (906,734) (317,986) 12,373,266 5,262,014 |
NOTE PAYABLE - BANK (Tables)
NOTE PAYABLE - BANK (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Notes Payable to Bank [Abstract] | |
Schedule of Debt [Table Text Block] | There were no borrowings under the revolving loan as of September 30, 2016. September 30, 2016 2015 Long term debt. Bank is due in monthly installments of $71,429 plus monthly interest , at LIBOR 3.75% - 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. $ 5,473,688 $ - Less current portion (857,148) - $ 4,616,540 $ 0 |
Schedule of Maturities of Long-term Debt [Table Text Block] | These obligations mature as follows: 2017 857,148 2018 857,148 2019 857,148 2020 857,148 Thereafter 2,045,096 $ 5,473,688 |
LONG-TERM DEBT - RELATED PARTY
LONG-TERM DEBT - RELATED PARTY (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2016 2015 Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). $ 971,108 $ 1,414,799 Less current portion (500,000) (495,960) $ 471,108 $ 918,839 These obligations mature as follows: 2016 500,000 2017 471,108 $ 971,108 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The operations associated with the New Jersey warehousing business and the food sales segment are summarized below. 2016 2015 FOOD SALES DISCONTINUED OPERATIONS: REVENUES - - COSTS AND EXPENSES: Cost of sales - - Selling, general and administrative expenses 202,340 244,039 Depreciation and amortization - - TOTAL COSTS AND EXPENSES 202,340 244,039 LOSS FROM DISCONTINUED OPERATIONS (202,340) (244,039) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Key Management [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Significant assumptions used in calculating fair value of stock options are as follows Risk free Expected Expected Expected Rate of term Exercise Dividend Volatility Return (year) Price 0.00 % 172.67 % .51% - .87% 1 - 3 years $ 2.50 |
Indco Management Team [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Significant assumptions used in calculating fair value of stock options are as follows Risk free Expected Expected Expected Rate of term Exercise Dividend Volatility Return (year) Price 0.00 % 69.26% - 70.35% 1.24% - 1.56% 1 - 3 years $ 6.48 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Reconciliation [Table Text Block] | Year Ended September 30, 2016 2015 Federal taxes (credits) at statutory rates $ 398,000 $ 217,000 Permanent differences 23,000 17,000 State and local taxes, net of Federal benefit 65,340 24,000 Prior Year Under accrual 81,000 Reversal/Change in valuation allowance (2,595,000) (189,000) $ (2,108,660) $ 150,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | September 30, 2016 2015 Deferred Tax Assets; Net Operating Loss Carryforwards 2,200,940 2,800,000 Total Deferred Tax Assets 2,200,940 2,800,000 Valuation allowance - (2,725,000) Total Deferred Tax Assets net of Valuation allowance 2,200,940 75,000 Deferred Tax Liabilities; Depreciation and Amortization 1,355,963 75,000 Total Deferred Tax Liabilities 1,355,963 75,000 Net Deferred Tax Assets 844,977 - |
Summary of Operating Loss Carryforwards [Table Text Block] | The Company has net operating loss carryforwards for income tax purposes that expire as follows: 2032 $ 165,000 2033 5,605,000 2034 624,000 $ 6,394,000 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended Global Janel September 30 2016 Consolidated Logistics Services Manufacturing Corporation Revenues 75,336,803 70,596,132 4,740,671 - Gross Margin 15,797,660 13,149,015 2,648,645 - Selling, General & Administration 13,156,087 10,747,590 1,432,788 975,709 Operating Income 2,046,992 2,401,425 1,210,024 (1,564,457) Identifiable Assets 35,958,057 12,555,942 1,740,395 21,661,720 Capital Expenditures 139,467 2,905 136,562 - Amortization of intangibles 594,581 - 5,833 588,748 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: Year Ending September 30, Combined Year ended September 30, 2017 494,000 2018 390,000 2019 398,000 2020 165,000 |
SUMMARY OF BUSINESS AND SIGNI32
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Deferred Compensation Liability, Classified, Noncurrent | 78,568 | $ 78,568 |
Accrued Rent, Current | $ 15,911 | $ 7,887 |
Stockholders' Equity, Reverse Stock Split | a Certificate of Change providing for a one-for-fifty reverse stock split (Reverse Stock Split), effective on April 21, 2015 | |
Indco [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 91.65% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Sep. 30, 2016 | Mar. 01, 2016 | Sep. 30, 2015 | Aug. 14, 2015 | Sep. 10, 2014 |
Business Acquisition [Line Items] | |||||
Cash | $ 377,653 | $ 133,077 | |||
Accounts receivable, net | 620,632 | 2,677,492 | $ 2,987,487 | ||
Inventory | 372,212 | ||||
Security deposits | 19,150 | ||||
Prepaid expenses and other current assets | 109,333 | 48,308 | 654 | ||
Fixed assets | 155,050 | 33,585 | 1,446 | ||
Accounts payable and other liabilities | (1,690,202) | (2,834,390) | (4,501,561) | ||
Note Payable (Related Party) | (129,258) | ||||
Trademarks | 320,000 | ||||
Customer relationships & other intangibles | 7,700,000 | 780,000 | 4,480,000 | ||
Goodwill | $ 8,443,477 | 4,402,838 | $ 4,040,639 | 1,336,570 | 2,704,069 |
Non-controlling Interest | (918,258) | ||||
Purchase price | $ 11,000,000 | $ 2,494,642 | $ 5,691,245 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | $ 78,217,844 | $ 108,586,742 |
Income before income taxes | $ 1,563,460 | $ 2,260,497 |
Fully diluted earnings per share (in dollars per share) | $ 2.50 | $ 3.82 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 21, 2016 | Aug. 14, 2015 | Aug. 18, 2014 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 5,691,245 | |||
Payments to Acquire Businesses, Gross | 4,358,773 | $ 4,358,773 | ||
Employment Agreement, Annual Salary | $ 200,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 40,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.25 | |||
Officers' Compensation | $ 30,000 | |||
Liberty International Inc. | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 2,494,642 | |||
Contingent Consideration, Future Cash [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 1,332,472 | |||
Contingent Consideration, Imputed Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 167,528 | |||
Contingent Consideration, Year One [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Description | $500,000 to be paid following the first anniversary of the closing provided that the former owner is still employed by the Company (or pro rata if the employment was terminated prior to that date); | |||
Contingent Consideration, Year Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which the Companys EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that the former owner is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Companys EBITDA for the year then ended is more than $1.0 million; | |||
Contingent Consideration, Year Three [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which such the Companys EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Companys EBITDA for the year then ended is more than $1.0 million. | |||
INDCO INC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 11,000,000 | |||
Equity Method Investment, Ownership Percentage | 91.65% | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.35% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,020,144 | $ 243,033 |
Less Accumulated Depreciation | 732,753 | (165,541) |
Property, Plant and Equipment, Net | 287,391 | 77,492 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 239,234 | 61,594 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 149,550 | 131,112 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 71,960 | 13,718 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 559,400 | $ 36,609 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 15 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 13,280,000 | $ 5,580,000 |
Less: Accumulated amortization | (906,734) | (317,986) |
Finite-Lived Intangible Assets, Net | 12,373,266 | 5,262,014 |
Trademarks/Names [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 1,770,000 | 320,000 |
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years | |
Other Intangible Assets [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 60,000 | 0 |
Other Intangible Assets [Member] | Maximum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 5 years | |
Other Intangible Assets [Member] | Minimum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 2 years | |
Customer Relationships [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Asset Acquired | $ 11,450,000 | $ 5,260,000 |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 20 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (in years) | 15 years |
NOTE PAYABLE - BANK (Details)
NOTE PAYABLE - BANK (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Long term debt. Bank is due in monthly installments of $71,429 plus monthly interest , at LIBOR 3.75% - 4.75% per annum. The note is collateralized by all of Indco's assets and guaranteed by Janel. | $ 5,473,688 | $ 0 |
Less current portion | (857,148) | 0 |
Long-term Debt, Excluding Current Maturities | $ 4,616,540 | $ 0 |
NOTE PAYABLE - BANK (Details 1)
NOTE PAYABLE - BANK (Details 1) | Sep. 30, 2016USD ($) |
2,017 | $ 857,148 |
2,018 | 857,148 |
2,019 | 857,148 |
2,020 | 857,148 |
Thereafter | 2,045,096 |
Long-term Debt | $ 5,473,688 |
NOTE PAYABLE - BANK (Details Te
NOTE PAYABLE - BANK (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 21, 2016 | Aug. 18, 2015 | Mar. 31, 2014 | Sep. 30, 2016 | Mar. 27, 2014 | |
Long-term Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Periodic Payment | $ 71,429 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR 3.75% - 4.75% | ||||
Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||
Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | ||||
Presidential Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 65.00% | ||||
Long-term Line of Credit | $ 6,498,403 | ||||
Presidential Facility [Member] | Thrid Amendment [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 85.00% | ||||
Line of Credit Facility, Expiration Date | Mar. 27, 2018 | ||||
Line of Credit Facility, Interest Rate During Period | 3.25% | ||||
Community National Bank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Repayments of Lines of Credit | $ 1,282,673 | ||||
Presidential [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 3,500,000 | ||||
First Merchants Bank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Description | Interest will accrue on the Term Loan at an annual rate equal to the one month LIBOR plus either 3.75% (if INDCOs cash flow leverage ratio is less than or equal to 2:1) or 4.75% (if INDCOs cash flow leverage ratio is greater than 2:1). Interest will accrue on the Revolving Loan at an annual rate equal to the one month LIBOR plus 2.75% | ||||
First Merchants Bank [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Line of Credit | $ 6,000,000 | ||||
First Merchants Bank [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Line of Credit | $ 1,500,000 |
LONG-TERM DEBT - RELATED PART41
LONG-TERM DEBT - RELATED PARTY (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | $ 971,108 | $ 1,414,799 |
Less current portion | (500,000) | (495,960) |
Loans Payable to Bank, Noncurrent | $ 471,108 | $ 918,839 |
LONG-TERM DEBT - RELATED PART42
LONG-TERM DEBT - RELATED PARTY (Details 1) | Sep. 30, 2016USD ($) |
2,017 | $ 857,148 |
Long-term Debt | 5,473,688 |
Long-term debt - Related Party [Member] | |
2,016 | 500,000 |
2,017 | 471,108 |
Long-term Debt | $ 971,108 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
FOOD SALES DISCONTINUED OPERATIONS: | ||
REVENUES | $ 0 | $ 0 |
COSTS AND EXPENSES: | ||
Cost of sales | 0 | 0 |
Selling, general and administrative expenses | 202,340 | 244,039 |
Depreciation and amortization | 0 | 0 |
TOTAL COSTS AND EXPENSES | 202,340 | 244,039 |
LOSS FROM DISCONTINUED OPERATIONS | $ (202,340) | $ (244,039) |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended |
Sep. 30, 2016$ / shares | |
Key Management [Member] | |
Expected Dividend | 0.00% |
Expected Volatility | 172.67% |
Risk free Rate of Return Minimum | 0.51% |
Risk free Rate of Return Maximum | 0.87% |
Exercise Price | $ 2.50 |
Key Management [Member] | Maximum [Member] | |
Expected term (year) | 3 years |
Key Management [Member] | Minimum [Member] | |
Expected term (year) | 1 year |
Indco Management Team [Member] | |
Expected Dividend | 0.00% |
Risk free Rate of Return Minimum | 1.24% |
Expected Volatility Minimum | 69.26% |
Expected Volatility Maximum | 70.35% |
Risk free Rate of Return Maximum | 1.56% |
Exercise Price | $ 6.48 |
Indco Management Team [Member] | Maximum [Member] | |
Expected term (year) | 3 years |
Indco Management Team [Member] | Minimum [Member] | |
Expected term (year) | 1 year |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Mar. 23, 2016 | Aug. 13, 2015 | Sep. 24, 2014 | Sep. 10, 2014 | Jan. 10, 2007 | Apr. 30, 2016 | Mar. 23, 2016 | Feb. 22, 2016 | Mar. 02, 2015 | Dec. 29, 2014 | Aug. 18, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 30, 2015 | Aug. 25, 2014 | Oct. 06, 2013 | Oct. 18, 2007 |
Common Stock, Shares Authorized | 4,500,000 | 4,500,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||
Dividends, Preferred Stock, Total | $ 395,189 | $ 241,875 | |||||||||||||||
Preferred Stock, Value, Issued | 0 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 4,352,663 | 45,500 | |||||||||||||||
Shares Issued, Price Per Share | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,000 | ||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 45,500 | 45,500 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 74,753 | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,076 | ||||||||||||||||
Gerard Van Kesteren Stock Options [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Value of Shares Authorized | $ 50,000 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,715 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 3.50 | ||||||||||||||||
Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 22,500 | ||||||||||||||||
Allocated Share-based Compensation Expense | 7,500 | 5.625 | |||||||||||||||
John Joseph Gonzalez II [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.25 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 169,800 | ||||||||||||||||
Allocated Share-based Compensation Expense | 56,600 | $ 56,600 | |||||||||||||||
Share-based Compensation Award, Tranche One [Member] | Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,667 | ||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | John Joseph Gonzalez II [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 45,500 | ||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | Brendan Killackey [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,666 | ||||||||||||||||
Share-based compensation Award Tranche Period | December 29, 2017 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | 21,875 | ||||||||||||||||
Key Person [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | 12,456 | ||||||||||||||||
Key Management [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 16,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value | $ 33,665 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 33,665 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | 20,000 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Dividends, Preferred Stock, Total | $ 15,000 | ||||||||||||||||
Preferred Stock, Value, Issued | $ 500,000 | $ 20 | $ 20 | ||||||||||||||
Preferred Stock, Shares Issued | 20,000 | 20,000 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 3.00% | ||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | |||||||||||||||
Preferred Stock, Value, Issued | $ 15 | $ 6 | |||||||||||||||
Preferred Stock, Shares Issued | 8,705.33 | 8,705.33 | 14,205 | 5,500 | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | ||||||||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 10 | ||||||||||||||||
Preferred Stock, Dividend Payment Rate, Variable | rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25%. | ||||||||||||||||
Series C Preferred Stock [Member] | Certificate of Amendment to Certificate of Designation [Member] | |||||||||||||||||
Preferred Stock, Shares Designated | 20,000 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Authorized | 5,700 | 5,700 | 5,700 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Value, Issued | $ 1 | $ 1 | |||||||||||||||
Preferred Stock, Shares Issued | 1,271 | 1,271 | |||||||||||||||
Series C Cumulative Preferred Stock [Member] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Preferred Stock, Shares Issued | 500 | 5,000 | |||||||||||||||
Preferred Stock, Shares Designated | 7,000 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 4,352,663 | $ 250,000 | $ 2,500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Federal taxes (credits) at statutory rates | $ 398,000 | $ 217,000 |
Permanent differences | 23,000 | 17,000 |
State and local taxes, net of Federal benefit | 65,340 | 24,000 |
Prior Year Under accrual | 81,000 | |
Reversal/Change in valuation allowance | (2,595,000) | (189,000) |
Income Tax Expense (Benefit) | $ (2,108,660) | $ 150,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Deferred Tax Assets; | ||
Net Operating Loss Carryforwards | $ 2,200,940 | $ 2,800,000 |
Total Deferred Tax Assets | 2,200,940 | 2,800,000 |
Valuation allowance | 0 | (2,725,000) |
Total Deferred Tax Assets net of Valuation allowance | 2,200,940 | 75,000 |
Deferred Tax Liabilities; | ||
Depreciation and Amortization | 1,355,963 | 75,000 |
Total Deferred Tax Liabilities | 1,355,963 | 75,000 |
Net Deferred Tax Assets | $ 844,977 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Sep. 30, 2016USD ($) |
Operating Loss Carryforwards | $ 6,394,000 |
2032 [Member] | |
Operating Loss Carryforwards | 165,000 |
2033 [Member] | |
Operating Loss Carryforwards | 5,605,000 |
2034 [Member] | |
Operating Loss Carryforwards | $ 624,000 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ (2,595,000) | $ (189,000) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% |
PROFIT SHARING AND 401(k) PLA50
PROFIT SHARING AND 401(k) PLANS (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
JGI 401k Plans [Member] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | |
Defined Contribution Plan, Employer Contribution, Percent Description | The Company contributes an amount equal to 50% of the participants first 6% of contributions. | |
Defined Contribution Plan, Administrative Expenses | $ 82,000 | $ 53,000 |
INDCO's 401k Plan [Member] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 4.00% | |
Defined Contribution Plan, Administrative Expenses | $ 26,000 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 3.00% |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 75,336,803 | |
Gross Margin | 15,797,660 | |
Selling, General & Administration | 13,156,087 | $ 9,755,125 |
Operating Income | 2,046,992 | 1,538,204 |
Identifiable Assets | 35,958,057 | 23,711,705 |
Capital Expenditures | 139,467 | |
Amortization of intangibles | 594,581 | $ 305,541 |
Global Logistics Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 70,596,132 | |
Gross Margin | 13,149,015 | |
Selling, General & Administration | 10,747,590 | |
Operating Income | 2,401,425 | |
Identifiable Assets | 12,555,942 | |
Capital Expenditures | 2,905 | |
Amortization of intangibles | 0 | |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 4,740,671 | |
Gross Margin | 2,648,645 | |
Selling, General & Administration | 1,432,788 | |
Operating Income | 1,210,024 | |
Identifiable Assets | 1,740,395 | |
Capital Expenditures | 136,562 | |
Amortization of intangibles | 5,833 | |
Janel Corporation [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | |
Gross Margin | 0 | |
Selling, General & Administration | 975,709 | |
Operating Income | (1,564,457) | |
Identifiable Assets | 21,661,720 | |
Capital Expenditures | 0 | |
Amortization of intangibles | $ 588,748 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2016USD ($) |
Year ended September 30, 2017 | $ 494,000 |
2,018 | 390,000 |
2,019 | 398,000 |
2,020 | $ 165,000 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leases, Rent Expense, Net | $ 573,000 | $ 518,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Textual) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
One Customer [Member] | ||
Receivables from Customers | $ 813,000 | |
Concentration Risk, Percentage | 10.40% | |
Two Customers [Member] | ||
Receivables from Customers | $ 946,000 | |
Concentration Risk, Percentage | 39.20% |