☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada |
86-1005291 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
| |
80 Eighth Avenue
New York, New York
|
10011 | |
(Address of principal executive offices)
|
(Zip Code)
| |
Registrant's telephone number, including area code
|
(212) 373-5895
|
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
None
|
None
|
None
|
Page | |||
2
| |||
ITEM 1
|
2 | ||
ITEM 1A
|
6 | ||
ITEM 1B
|
20
| ||
ITEM 2
|
20
| ||
ITEM 3
|
21
| ||
ITEM 4
|
21
| ||
21
| |||
ITEM 5
|
21
| ||
ITEM 6
|
22
| ||
ITEM 7
|
22
| ||
ITEM 7A
|
32
| ||
ITEM 8
|
33
| ||
ITEM 9
|
33
| ||
ITEM 9A
|
33
| ||
ITEM 9B
|
35
| ||
ITEM 9C
|
35 | ||
35
| |||
ITEM 10
|
35
| ||
ITEM 11
|
40
| ||
ITEM 12
|
42
| ||
ITEM 13
|
44
| ||
ITEM 14
|
44
| ||
44
| |||
ITEM 15
|
44
| ||
ITEM 16
|
48
| ||
49 |
ITEM 1 |
BUSINESS
|
• |
Product innovation: By working with key researchers and scientific organizations, we seek to develop new products to enhance the range of tools available and thereby expand the capabilities of life science researchers. |
• |
Operational improvement: We continue to enhance our operational designs and processes to be more efficient, which supports higher profitability and enables us to devote more resources to investments in growth and innovation. |
• |
Attract and retain exceptional talent: High quality scientists enable our top-quality products and services to be offered which are key to our reputation in the market place. |
• |
Acquisitions and investments: We intend to grow by acquiring new businesses with high quality reputations that will benefit from our combined innovation and operational strength. |
• |
Customers and distribution methods: We sell our biotechnology products directly to customers, principally direct through our website or distributors. Some of our customers utilize our scientific expertise and production capabilities and purchase our products and re-label them. Our reputation for quality products is critical to our ability to attract new customers for both our products and services. |
• |
Competitors: A number of companies supply protein-related research and diagnostic reagents. Customers choose their products based upon product quality, reputation and price. We believe a number of our products have long-standing reputations and that our portfolio overall is well-regarded, especially amongst the academic, diagnostic and pharmaceutical research community. |
• |
Manufacturing: Our antibodies are produced using a variety of technologies including traditional animal immunization and hybridoma technology as well as recombinant antibody techniques. We are not dependent on key or sole source suppliers for most of our products as we typically have several outside sources for all critical raw materials necessary for the manufacture of our products. |
ITEM 1A. |
RISK FACTORS
|
• |
Janel's financial condition may not be sufficient to support the funding needs of an expansion program;
|
• |
Janel may not be able to successfully identify suitable investment opportunities;
|
• |
acquisitions that Janel undertakes may not be successfully consummated or enhance profitability; or
|
• |
expansion opportunities may not be available to Janel upon reasonable terms.
|
• |
difficulty in assimilating/integrating the operations and personnel of the acquired businesses;
|
• |
potential disruption of Janel's or the target's ongoing business;
|
• |
inability to realize the projected operational and financial benefits from the acquisition or to maximize financial and strategic benefits through the incorporation of acquired personnel and clients;
|
• |
difficulty maintaining uniform standards, controls, procedures and policies;
|
• |
impairment of relationships with employees and clients resulting from integration of the newly acquired company;
|
• |
strain on managerial and operational resources as management tries to oversee larger operations;
|
• |
significantly increased need for working capital to operate the acquired companies;
|
• |
exposure to unforeseen liabilities of acquired companies; and
|
• |
need to incur additional indebtedness, issue stock (which may have rights superior to the rights of Janel's common stock and which may have a dilutive effect on Janel's stockholders), or use cash in order to complete the acquisition.
|
• |
making it more difficult for us to satisfy our financial obligations;
|
• |
increasing our vulnerability to adverse economic, regulatory, and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;
|
• |
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
• |
limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes; and
|
• |
exposing us to greater interest rate risk, including the risk to variable borrowings of a rate increase and the risk to fixed borrowings of a rate decrease.
|
• |
a reduction in overall freight volumes in the marketplace, reducing our Logistics business's opportunities for growth;
|
• |
economic difficulties encountered by some of our Logistics business customers, who may, therefore, not be able to pay our Logistics business in a timely manner or at all, or may go out of business;
|
• |
economic difficulties encountered by a significant number of our Logistics business's transportation providers, who may go out of business and, therefore, leave our Logistics business unable to secure sufficient equipment or other transportation services to meet commitments to its customers; and
|
• |
the inability of our Logistics business to appropriately adjust its expenses to changing market demands. In addition, if a downturn in the business cycles of our Logistics business customers causes a reduction in the volume of freight shipped by those customers, its, and therefore Janel's, operating results could be adversely affected.
|
• |
economic and political conditions in the United States and abroad;
|
• |
major work stoppages;
|
• |
exchange controls, currency conversion and fluctuations;
|
• |
war, other armed conflicts and terrorism; and
|
• |
U.S. and foreign laws relating to tariffs, trade restrictions, foreign investment and taxation.
|
• |
competition with other transportation services companies, some of which have a broader coverage network, a wider range of services, more fully developed information technology systems and greater capital resources than those of our Logistics business;
|
• |
reduction by our Logistics business competitors of their rates to gain business, especially during times of declining growth rates in the economy, which reductions may limit our Logistics business's ability to maintain or increase rates, maintain its operating margins or maintain significant growth in its business;
|
• |
shifts in the business of shippers to asset-based trucking companies that also offer brokerage services in order to secure access to those companies' trucking capacity, particularly in times of tight industry-wide capacity;
|
• |
solicitation by shippers of bids from multiple transportation providers for their shipping needs and the resulting depression of freight rates or loss of business to competitors; and
|
• |
the use by our Logistics business competitors of cooperative relationships to increase their ability to address shipper needs.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
ITEM 2 |
PROPERTIES
|
ITEM 3 |
LEGAL PROCEEDINGS
|
ITEM 4 |
MINE SAFETY DISCLOSURES
|
ITEM 5 |
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Fiscal Quarter
| Fiscal Year 2021 |
Fiscal Year 2020
| ||||||||||||||
High
|
Low
|
High
|
Low
| |||||||||||||
First Quarter, ended December 31,
|
$
|
8.00
|
$
|
3.00
|
$
|
8.57
|
$
|
5.97
| ||||||||
Second Quarter, ended March 31,
|
$
|
17.50
|
$
|
4.51
|
$
|
8.50
|
$
|
5.97
| ||||||||
Third Quarter, ended June 30,
|
$
|
18.00
|
$
|
11.00
|
$
|
8.05
|
$
|
3.00
| ||||||||
Fourth Quarter, ended September 30,
|
$
|
19.00
|
$
|
14.00
|
$
|
10.00
|
$
|
3.00
|
ITEM 6 |
RESERVED
|
ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
2021
|
2020
| |||||||
Revenues
|
$
|
146,419
|
$
|
82,429
| ||||
Forwarding expenses and cost of revenues
|
113,986
|
58,908
| ||||||
Gross profit
|
32,433
|
23,521
| ||||||
Operating expenses
|
28,482
|
25,245
| ||||||
Operating income (loss)
|
$
|
3,951
|
$
|
(1,724
|
)
| |||
Net income (loss)
|
$
|
5,203
|
$
|
(1,725
|
)
| |||
Adjusted operating income
|
$
|
5,894
|
$
|
376
|
2021
|
2020
| |||||||
Income (loss) from operations
|
$
|
3,951
|
$
|
(1,724
|
)
| |||
Amortization of intangible assets
|
1,120
|
955
| ||||||
Stock-based compensation
|
115
|
269
| ||||||
Cost recognized on sale of acquired inventory
|
708
|
876
| ||||||
Adjusted operating income
|
$
|
5,894
|
$
|
376
|
Financial Summary | ||||||||
Fiscal Years Ended
September 30,
(in thousands)
| ||||||||
2021
|
2020
| |||||||
Revenue
|
$
|
125,863
|
$
|
68,492
| ||||
Forwarding expense
|
106,139
|
53,397
| ||||||
Gross profit
|
$
|
19,724
|
$
|
15,095
| ||||
Gross profit margin
|
16.0
|
%
|
22.0
|
%
| ||||
Selling, general and administrative expenses
|
$
|
16,656
|
$
|
14,992
| ||||
Income from operations
|
$
|
3,068
|
$
|
103
|
2021
|
2020
| |||||||
Revenue
|
$
|
8,564
|
$
|
7,319
| ||||
Cost of revenues
|
$
|
3,983
|
$
|
3,329
| ||||
Gross profit
|
$
|
4,581
|
$
|
3,990
| ||||
Gross profit margin
|
53.5
|
%
|
54.5
|
%
| ||||
Selling, general and administrative expenses
|
$
|
2,696
|
$
|
2,505
| ||||
Income from operations
|
$
|
1,885
|
$
|
1,485
|
2021
|
2020
| |||||||
Revenue
|
$
|
11,992
|
$
|
6,618
| ||||
Cost of revenues
|
3,156
|
1,306
| ||||||
Cost recognized upon sale of acquired inventory
|
708
|
876
| ||||||
Gross profit
|
$
|
8,128
|
$
|
4,436
| ||||
Gross profit margin
|
67.0
|
%
|
67.0
|
%
| ||||
Selling, general and administrative expenses
|
$
|
4,469
|
$
|
3,870
| ||||
Income from operations
|
$
|
3,659
|
$
|
566
|
Years Ended September 30,
| ||||||||
2021
|
2020
| |||||||
(In thousands)
| ||||||||
Total income from operating segments
|
$
|
8,612
|
$
|
2,154
| ||||
Administrative expenses
|
(3,493
|
)
|
(2,724
|
)
| ||||
Amortization expense
|
(1,120
|
)
|
(955
|
)
| ||||
Stock-based compensation
|
(48
|
)
|
(199
|
)
| ||||
Total Corporate expenses
|
(4,661
|
)
|
(3,878
|
)
| ||||
Interest expense
|
(589
|
)
|
(521
|
)
| ||||
Change in fair value of mandatorily redeemable non-controlling interest
|
(93
|
)
|
15
| |||||
Gain on Paycheck Protection Program (PPP) loan forgiveness
|
2,895
|
-
| ||||||
Net income (loss) before taxes
|
6,164
|
(2,230
|
)
| |||||
Income tax (expense) benefit
|
(961
|
)
|
505
| |||||
Net income (loss)
|
5,203
|
(1,725
|
)
| |||||
Preferred stock dividends
|
(766
|
)
|
(675
|
)
| ||||
Net income (loss) Available to Common Stockholders
|
$
|
4,437
|
$
|
(2,400
|
)
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 8 |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
• |
order entry, invoicing, collections and timeliness of revenue recognition in accordance with ASC Topic 606, Revenue from Contracts with Customers - Principal Agent Consideration ("ASC Topic 606") (Life Sciences)
|
• |
review of sales orders including pricing, and revenue cut off procedures (Life Sciences)
|
• |
assessment of gross versus net revenue recognition criteria in accordance with ASC Topic 606 (Logistics)
|
• |
month-end closing activities (i.e. journal entry review, account reconciliations, closing checklists, budget to actual analysis, review of financial package, inventory account analysis, etc.) (Life Sciences)
|
• |
inventory management and valuation of inventory (Life Sciences)
|
• |
inventory valuation controls, inventory counts and reconciliation to general ledger (Life Sciences)
|
• |
accounting manager's administrative access to financial accounting software and banking portal, roles and responsibilities around significant processes including financial close without independent review or back-up results in segregation of duties issue (Life Sciences)
|
• |
certain information technology general controls, including segregation of duties, user access, change management, data back-ups and review of SOC 1 and 2 reports from critical vendors, some of which could have a direct impact on the Company's financial reporting (Life Sciences)
|
• |
prevention and timely detection of funds transfers to an unauthorized account (Logistics)
|
• |
segregation of duties between Principal Financial Officerand corporate accountant regarding administrative access to financial accounting software and banking portal and the financial close process (Corporate).
|
• |
We designed and implemented certain revenue general controls that enhanced the processes associated with sales order entry and review of pricing, invoicing, collections, revenue cut-off procedures, and to ensure timeliness of revenue recognition in accordance with ASC Topic 606.
|
• |
We implemented formal processes, policies and procedures supporting our financial close process, including (i) frequency of balance sheet reconciliations, (ii) review of accounting memorandums, and (iii) reviewing journal entries in a timely manner. Additionally, we have increased the amount of formal documentation supporting journal entry reviews, balance sheet reconciliations, and other month end close activities.
|
• |
Several valuation and analyses controls were implemented to improve the effectiveness and efficiency over the management of inventory and the inventory valuation process.
|
• |
We designed and implemented certain IT general controls that address risks associated with user access and security, focused training for control owners to help sustain effective control operations, and implemented controls relating to segregation of duties to strengthen user access controls and security. These changes were made in operational controls as well as access to banking portals.
|
• |
We made certain personnel changes within our accounting organization and implemented enhanced processes and procedures related to the review of principal-agent considerations around revenue recognition in accordance with ASC Topic 606, including the addition of accounting personnel with technical accounting expertise who will review transactions and the engagement of an additional third-party service provider to supplement the aforementioned team, as needed.
|
• |
We implemented a formal review of charge codes in fiscal 2021;
|
• |
updated company policies and controls with respect to the prevention and timely detection of funds transfers to unauthorized accounts including multifactor authentication, implemented a new payment processing validation procedure, updated internal firewall protocols related to e-mails and conducted updated training on finance-related internal controls policies.
|
ITEM 9B. |
OTHER INFORMATION
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Position
| ||
Dominique Schulte
|
48
|
Board Chair, President and Chief Executive Officer
| ||
Brendan J. Killackey
|
47
|
Director, Chief Information Officer
| ||
Gerard van Kesteren
|
72
|
Director, Chair of Audit Committee
| ||
John J. Gonzalez, II
|
71
|
Director, Senior Advisor for Mergers and Acquisitions and Chair of Compensation Committee
| ||
Gregory J. Melsen
|
69
|
Director, Chair of Nominating and Corporate Governance Committee
| ||
Karen Miller Ryan
|
57
|
Director
| ||
Vincent A. Verde
|
59
|
Principal Financial Officer, Treasurer and Secretary
|
• |
reviewing and assessing the effectiveness of external auditors, their independence from Janel and any additional assignments they may be given, as well as reviewing their appointment, termination, and remuneration;
|
• |
reviewing and assessing the scope and plan of the audit, the examination process, audit results and reports, as well as whether auditor recommendations have been implemented by management;
|
• |
recommending the approval of the annual internal audit concept and report, including the responses of management thereto;
|
• |
assessing management's established risk assessment and any proposed measures to reduce risk;
|
• |
assessing the Company's efforts and policies of compliance with relevant laws and regulations;
|
• |
reviewing, in tandem with external auditors, as well as the Chief Executive Officer and the Principal Financial Officer, whether accounting principles and the financial control mechanisms of Janel and its subsidiaries are appropriate in view of Janel's size and complexity; and
|
• |
reviewing annual and interim statutory and consolidated financial statements intended for publication and recommending such financial statements to the board of directors.
|
• |
reviewing and approving the Company's general compensation philosophy and objectives;
|
• |
reviewing and approving the corporate goals and individual objectives relevant to the compensation of the Company's Chief Executive Officer and evaluating the performance of the Chief Executive Officer considering these objectives;
|
• |
approving base salary amounts, incentive and bonus compensation amounts and individual stock and/or option grants and awards for the Chief Executive Officer and, based on the recommendation of the Chief Executive Officer, all corporate officers at or above the Vice President level;
|
• |
reviewing all forms of compensation for the Company's senior management, including the form and amount of current salary, deferred salary, cash and non-cash benefits, and all compensation plans;
|
• |
reviewing the Company's severance or similar termination payments and administering the Company's stock option and other incentive compensation plans and programs;
|
• |
amending or modifying, where appropriate, the provisions of any compensation or benefit plan that does not require stockholder approval;
|
• |
preparing and approving reports to stockholders on compensation matters which are required by the SEC and other government bodies;
|
• |
performing an annual performance appraisal for members of the Company's senior management designated by the board of directors;
|
• |
establishing levels of director compensation to include marketplace reviews of retainers, meeting fees, stock plans and other similar components of compensation; and
|
• |
annually reviewing succession plans for key positions within the Company.
|
• |
making recommendations to Janel's board of directors regarding matters and practices concerning the board, its committees and individual directors, as well as matters and practices of the boards, committees and individual directors of each of Janel's subsidiaries;
|
• |
periodically evaluating the size, composition and governance structure of Janel's board of directors and its committees and the boards and committees of Janel's subsidiaries and determining the future requirements of each such body;
|
• |
periodically making recommendations concerning the qualifications, criteria, compensation and retirement age of members of Janel's board of directors and the boards of its subsidiaries, which recommendations, upon approval by Janel's board of directors, shall be incorporated in Janel's Corporate Governance Guidelines;
|
• |
recommending nominees for election to Janel's board of directors and the boards of its subsidiaries and establishing and administering a board evaluation process; and
|
• |
reviewing timely nominations by stockholders for the election of individuals to Janel's board of directors, and ensure that such stockholders are advised of any action taken by the board of directors with respect thereto.
|
Name
|
Fees
Earned or
Paid in
Cash(1) |
Option
Awards(2) |
All Other
Compensation
|
Total
| ||||||||||||
Gerard van Kesteren
|
$
|
40,000
|
$
|
18,043
|
$
|
20,000
| (3) |
$
|
78,043
| |||||||
John J. Gonzalez
|
$
|
40,000
|
$
|
18,043
|
$
|
109,000
| (4) |
$
|
167,043
| |||||||
Gregory J. Melsen
|
$
|
40,000
|
$
|
18,043
|
$
|
-
|
$
|
58,043
|
(1) |
Compensation is paid on a monthly basis.
|
(2) |
The aggregate number of options outstanding as of September 30, 2021 for each director was as follows: Gerard van Kesteren - 4,998, John J. Gonzalez II - 47,500, and Gregory J. Melsen - 9,375.
|
(3) |
Represents compensation paid to Mr. van Kesteren in connection with his consulting agreement.
|
(4) |
Represents compensation paid to Mr. Gonzalez in connection with his consulting agreement.
|
ITEM 11 |
EXECUTIVE COMPENSATION
|
Name and Principal Position
|
Year
|
Base
Salary ($)
|
Bonus ($)
|
All Other
Comp. ($)
|
Total ($)
| |||||||||||||
Dominique Schulte, Chief Executive Officer and President
|
2021
|
50,000
|
-
|
16,478
| (1) |
66,478
| ||||||||||||
2020
|
37,311
|
-
|
9,625
|
46,936
| ||||||||||||||
Brendan J. Killackey, Chief Information Officer
|
2021
|
160,000
|
44,000
|
11,659
| (2) |
215,659
| ||||||||||||
2020 |
155,000
|
20,000
|
11,362
|
186,362
| ||||||||||||||
Vincent A. Verde, Principal Financial Officer,
| ||||||||||||||||||
Treasurer and Secretary
|
2021
|
215,000
|
25,000
|
27,438
| (3) |
267,438
| ||||||||||||
2020 |
200,000
|
30,000
|
15,168
|
245,168
|
(1) |
Amounts reported under all other compensation for the fiscal year ended September 30, 2021 include $15,860 of medical insurance premiums and $618 of retirement contributions paid for the fiscal year ended 2021. |
(2) |
Includes $5,865 of medical insurance premiums and $5,794 of 401(k) contributions paid on behalf of Mr. Killackey for the fiscal year ended 2021. Mr. Killackey was elected to the Company's board of directors in September 2014 and served as Chief Executive Officer from February 2015 through September 2018. Effective October 1, 2018, Mr. Killackey was appointed as the Company's Chief Information Officer.
|
(3) |
Amounts reported under all other compensation for the fiscal year ended September 30, 2021 include $17,948 of medical insurance premiums and $9,490 of 401(k) contributions paid on behalf of Mr. Verde for the fiscal year ended 2021.
|
ITEM 12 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and address of Beneficial Owner (1)
|
Shares
Beneficially
Owned
|
Percent
of Class
| ||||||
Oaxaca Group L.L.C. (3)
|
447,647
|
47.5
|
%
| |||||
John J. Gonzalez, II (2)
|
105,001
|
10.6
|
%
| |||||
John Eidinger
|
90,499
|
9.6
|
%
| |||||
Brendan J. Killackey
|
56,000
|
5.8
|
%
|
(1) |
The address of each person and entity included in this table is 80 Eighth Avenue, New York, NY 10011
|
(2) |
Includes 45,001 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2021.
|
(3) |
These shares are held by Oaxaca Group L.L.C. Ms. Dominique Schulte is the sole member of Oaxaca Group L.L.C. and, therefore, shares beneficial ownership of the shares.
|
Name of Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent
of Class
| ||||||
Dominique Schulte(1) |
447,647
|
47.5
|
%
| |||||
John J. Gonzalez, II(2) |
105,001
|
10.6
|
%
| |||||
Brendan J. Killackey(4) |
56,000
|
5.8
|
%
| |||||
Gerard van Kesteren(3) |
45,388
|
4.8
|
%
| |||||
Gregory J. Melsen(5) |
6,876
|
1.0
|
%
| |||||
Vincent A. Verde
|
-
|
-
| ||||||
Total
|
660,912
|
69.7
|
%
|
(1) |
These shares are held by Oaxaca Group L.L.C. Ms. Schulte is the sole member of Oaxaca Group L.L.C. and, therefore, shares beneficial ownership of the shares.
|
(2) |
Includes 45,001 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2021.
|
(3) |
Includes 2,499 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2021.
|
(4) |
Includes 13,000 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2021. |
(5) |
Includes 6,876 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2021. |
Column A
|
Column B
|
Column C
| ||||||||||
Plan Category: Equity Compensation plans not approved by security holders:
|
Number of
securities
to be issued,
upon exercise
of
outstanding
options,
warrants
and rights
|
Weighted-
average
exercise
price
of
outstanding
options,
warrants
and rights
|
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
| |||||||||
2013 Stock Option Plan (1) |
37,121
|
$
|
6.13
|
33,379
| ||||||||
Amended and Restated 2017 Equity Incentive Plan (2) |
21,873
|
$
|
8.69
|
103,823
| ||||||||
John Joseph Gonzalez, II - Options
|
40,000
|
$
|
4.25
|
-
| ||||||||
Total
|
98,994
|
$
|
5.93
|
137,202
|
(1) |
On October 30, 2013, the board of directors of the Company adopted the Company's 2013 Non-Qualified Stock Option Plan (the "2013 Option Plan") providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the Compensation Committee (the "Committee") of the board of directors or, if the board does not create the Committee, by the board which shall function as the Committee.
|
(2) |
On May 12, 2017, the board of directors adopted the Company's 2017 Plan pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to up to 100,000 shares of the Company's common stock could be granted to directors, officers, employees of and consultants to the Company. On May 8, 2018, the board of directors of Janel adopted the Amended 2017 Plan. The provisions and terms of the Amended 2017 Plan were the same as those in the 2017 Plan, except that the Amended 2017 Plan removed the ability of Janel to award incentive stock options and removed the requirement for stockholder approval of the 2017 Plan. On September 21, 2021, the board of directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan.
|
ITEM 13 | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
ITEM 14 | PRINCIPAL ACCOUNTING FEES AND SERVICES |
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a) |
Documents filed as part of this report
|
(1) |
Financial Statements.
|
(b) |
Exhibits
|
Exhibit
No.
|
Description
| |
2.1 |
Agreement and Plan of Merger, dated May 8, 2018, by and among Antibodies Incorporated, AB HoldCo, Inc., AB Merger Sub, Inc., Richard Krogsrud, as Representative of the Stockholders, and the Rollover Stockholders signatory thereto (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed May 11, 2018)
| |
3.1 |
Articles of Incorporation of Wine Systems Design, Inc. (predecessor name) (incorporated by reference to Exhibit 3A to Wine Systems Design, Inc. (predecessor name) Registration Statement on Form SB-2 filed May 10, 2001)
| |
3.2 |
Amended and Restated By-Laws of Janel Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 1, 2013)
| |
3.3 |
Certificate of Designations of Series B Convertible Stock (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed October 22, 2007)
| |
3.4 |
Certificate of Designations of Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 29, 2014)
| |
3.5 |
Certificate of Change filed Pursuant to NRS 78.209 for Registrant (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 21, 2015)
| |
3.6 |
Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed April 21, 2015)
| |
3.7 |
Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
3.8 |
Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)
| |
3.9 |
Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K/A filed October 17, 2017)
| |
4.1 |
Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020)
| |
† 10.1 |
Janel World Trade, Ltd. 2013 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 1, 2013)
| |
10.2 |
Loan and Security Agreement dated March 27, 2014 between Janel World Trade, Ltd. and its subsidiaries, and Presidential Financial Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 2, 2014)
| |
10.3 |
First Amendment to the Loan and Security Agreement,dated September 10, 2014 between Janel World Trade, Ltd. and its subsidiaries, and Presidential Financial Corporation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed September 16, 2014)
| |
10.4 |
Second Amendment to the Loan and Security Agreement, dated September 25, 2014 between Janel World Trade, Ltd. and its subsidiaries, and Presidential Financial Corporation (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 30, 2014)
| |
10.5 |
Third Amendment to the Loan and Security Agreement, dated October 9, 2014 between Janel World Trade, Ltd. and its subsidiaries, and Presidential Financial Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 15, 2014)
|
Exhibit
No.
|
Description
| |
10.6 |
Fourth Amendment to the Loan and Security Agreement and Demand Secured Promissory Note, dated August 18, 2015, by and among Janel Corporation (formerly, Janel World Trade, Ltd.), Janel Group, Inc. (formerly, the Janel Group of New York), The Janel Group of Illinois, The Janel Group of Georgia, The Janel Group of Los Angeles, Janel Ferrara Logistics, LLC, Alpha International, LP, PCL Transport, LLC and Presidential Financial Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 20, 2015)
| |
10.7 |
Amended and Restated Demand Secured Promissory Note made by Janel Corporation (and its subsidiaries) in favor of Presidential Financial Corporation, dated August 18, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 20, 2015)
| |
10.8 |
Credit Agreement, effective as of February 29, 2016, by and between Indco, Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
10.9 |
Term Loan Promissory Note, effective as of February 29, 2016, made by Indco, Inc. payable to First Merchants Bank (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
10.10 |
Revolving Loan Promissory Note, effective as of February 29, 2016, made by Indco, Inc. payable to First Merchants Bank (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
10.11 |
Security Agreement,effective as of February 29, 2016, made by Indco and the Company, Inc. for the benefit of First Merchants Bank (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
10.12 |
Continuing Guaranty Agreement, effective as of February 29, 2016, made by Janel Corporation for the benefit of First Merchants Bank (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed March 25, 2016)
| |
10.13 |
Agreement of Lease dated January 2, 2015 between 303 Merrick LLC and The Janel Group of New York, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014)
| |
† 10.14 |
Janel Corporation 2017 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 11, 2018)
| |
† 10.15 |
Restricted Stock Award Agreement between Janel Corporation and Gerard van Kesteren dated May 12, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 5, 2017)
| |
10.16 |
Loan and Security Agreement, effective as of October 17, 2017, by and between Janel Corporation, Janel Group, Inc., PCL Transport, LLC, Janel Alpha GP, LLC, W.J. Byrnes & Co., Liberty International, Inc., and The Janel Group of Georgia, Inc., and Santander Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 17, 2017)
| |
10.17 |
Revolving Credit Note, effective as of October 17, 2017 payable to Santander Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 17, 2017)
| |
10.18 |
First Amendment to the Loan and Security Agreement, dated March 21, 2018, by and among Janel Group, Inc., PCL Transport, LLC, Janel Alpha GP, LLC, W.J. Byrnes & Co., Inc., Liberty International, Inc., The Janel Group Georgia, Inc., Aves Labs, Inc., Janel Corporation and Santander Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report in Form 8-K filed March 23, 2018)
| |
10.19 |
Limited Waiver, Joiner and Second Amendment, dated November 20, 2018, to the Loan and Security Agreement, by and among Janel Group, Inc., The Janel Group of Georgia, Inc., Aves Labs, Inc., Honor Worldwide Logistics LLC, HWL Brokerage LLC, Global Trading Resources, Inc., Janel Corporation and Santander Bank, N.A. (incorporated by reference to Exhibit 10.1 to Company's Current Report on Form 8-K filed November 26, 2018)
| |
10.20 |
Redemption Agreement, dated September 24, 2018, among the Company and the holders of all of the issued and outstanding shares of the Company's Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 28, 2018)
| |
10.21 |
Business Loan Agreement, dated June 14, 2018, by and between AB Merger Sub, Inc. and First Northern Bank of Dixon (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.22 |
Promissory Note, dated June 14, 2018, made by AB Merger Sub, Inc. payable to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.23 |
Deed of Trust, dated June 14, 2018, by Antibodies Incorporated, as Trustor (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.24 |
Commercial Guaranty, dated June 14, 2018, from Janel Corporation (as Guarantor) to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.25 |
Commercial Guaranty, dated June 14, 2018, from AB HoldCo, Inc. (as Guarantor) to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed June 27, 2018)
|
Exhibit
No.
|
Description
| |
10.26 |
Note Purchase Agreement, dated June 22, 2018, by and between AB HoldCo, Inc. and Richard Krogsrud (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.27 |
Note Purchase Agreement, dated June 22, 2018, by and between AB HoldCo, Inc. and the Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.28 |
Subordinated Promissory Note, dated June 22, 2018, made by AB HoldCo, Inc. payable to Richard Krogsrud (incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.29 |
Subordinated Promissory Note, dated June 22, 2018, made by AB HoldCo, Inc. payable to the Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust (incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K filed June 27, 2018)
| |
10.30 |
Amendment No. 1 to Credit Agreement, effective as of August 30, 2019, by and between Indco, Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 6, 2019)
| |
10.31 |
Term Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc. payable to First Merchants Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 6, 2019).
| |
10.32 |
Revolving Loan Promissory Note, effective as of August 30, 2019 made by Indco, Inc. payable to First Merchant Bank (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on September 6, 2019).
| |
10.33 |
Pledge Agreement, effective as of August 30, 2019, by Janel Corporation to First Merchant Bank (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on September 6, 2019)
| |
† 10.34 |
Consulting Agreement, dated February 26, 2017, between Janel Corporation and John J. Gonzalez, II (incorporated by reference to Exhibit 10.30 of the Company's Form 10-K for the year ended September 30, 2018 filed on July 26, 2019).
| |
† 10.35 |
Consulting Agreement, dated September 28, 2016, between Janel Corporation and Gerard van Kesteren (incorporated by reference to Exhibit 10.31 of the Company's Form 10-K for the year ended September 30, 2018 filed on July 26, 2019)
| |
10.36 |
Purchase and Sale Agreement dated February 4, 2020 by and between 4040 Earnings Way, LLC, and Indco, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 4, 2020, as amended by the Company's Current Report on Form 8-K/A filed March 6, 2020)
| |
10.37 |
Third Amendment to Loan and Security Agreement dated March 4, 2020 by and between Santander Bank, N.A., Janel Group, Inc., Honor Worldwide Logistics LLC and Janel Corporation (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 4, 2020, as amended by the Company's Current Report on Form 8-K/A filed March 6, 2020)
| |
10.38 |
Loan Agreement dated April 19, 2020, by and between Janel Corporation and Santander Bank, N.A., together with the U.S. Small Business Administration Note dated April 19, 2020 (incorporated by reference to Exhibit 10.1to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020)
| |
10.39 |
Amendment No. 2 to Credit Agreement effective as of July 1, 2020, by and between Indco Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.39 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020)
| |
10.40 |
Consent, Joinder and Fourth Amendment to the Loan and Security Agreement dated as of July 22, 2020 by and among Janel Group, Inc., Atlantic Customs Brokers, Inc., Janel Corporation and Santander Bank, N.A. (incorporated by reference to Exhibit 10.40 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020)
| |
10.41 |
Consent, Joinder and Fifth Amendment to the Loan and Security Agreement dated as of December 4, 2020 by and among Janel Group, Inc., Atlantic Customs Brokers, Inc., Janel Corporation and Santander Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020)
| |
10.42 |
Subscription Agreement for sale of Series C Preferred Stock dated as of September 29, 2020 between Janel Corporation and Oaxaca Group LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 2, 2020)
| |
Membership Interest Purchase Agreement, by and between Janel Group, Inc., Expedited Logistics and Freight Services, LLC and the principal members of ELFS dated September 21, 2021 (filed herewith) *
|
Exhibit
No.
|
Description
| |
Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and Freight Services, LLC, a Texas limited liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company, as loan party obligors dated September 21, 2021 (filed herewith)
| ||
Amended and Restated 2017 Janel Corporation Equity Incentive Plan dated September 21, 2021 (filed herewith)
| ||
10.46 |
Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 5, 2021)
| |
10.47 |
Subscription Agreement for sale of Series C Preferred Stock dated as of September 30, 2021 between Janel Corporation and Oaxaca Group LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 5, 2021)
| |
16.1 |
Letter from Crowe LLP to the Securities and Exchange Commission, dated February 22, 2019 (incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed on February 22, 2019).
| |
21
|
Subsidiaries of the Registrant (filed herewith)
| |
Consent of Prager Metis CPAs, LLC (filed herewith)
| ||
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed herewith)
| ||
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (filed herewith)
| ||
Section 1350 Certification of Principal Executive Officer (furnished herewith)
| ||
Section 1350 Certification of Principal Financial Officer (furnished herewith)
| ||
101
|
Interactive data files providing financial information from the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2021 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2021 and September 30, 2020, (ii) Consolidated Statements of Operations for the years ended September 30, 2021 and 2020, (iii) Consolidated Statements of Stockholders' Equity for the years ended September 30, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2021 and 2020, and (v) Notes to Consolidated Financial Statements (filed herewith)
| |
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101) (filed herewith)
|
† |
Represents management contract, compensatory plan or arrangement in which directors and/or executive officers are entitled to participate.
|
* |
Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request
|
ITEM 16 |
FORM 10-K SUMMARY
|
JANEL CORPORATION
(Registrant)
| ||
Date: December 23, 2021
|
By:
|
/s/ Dominique Schulte
|
Dominique Schulte
| ||
Director, Board Chair, President and Chief Executive Officer
(Principal Executive Officer)
| ||
Date: December 23, 2021
|
By:
|
/s/ Vincent A. Verde
|
Vincent A. Verde
| ||
Principal Financial Officer, Treasurer and Secretary
|
Signature
|
Title
|
Date
| ||
/s/John J. Gonzalez, II
|
Director
|
December 23, 2021
| ||
John J. Gonzalez, II
| ||||
/s/Brendan J. Killackey
|
Director
|
December 23, 2021
| ||
Brendan J. Killackey
| ||||
/s/Gregory J. Melsen
|
Director
|
December 23, 2021
| ||
Gregory J. Melsen
| ||||
/s/Karen Miller Ryan
|
Director
|
December 23, 2021
| ||
Karen Miller Ryan
| ||||
/s/Gerard van Kesteren
|
Director
|
December 23, 2021
| ||
Gerard van Kesteren |
F-2
| |
F-3
| |
F-4
| |
F-5
| |
F-6
| |
F-7
|
•
|
Evaluating the selected discount rates by comparing them against discount rate ranges that were independently developed using publicly available market data;
|
•
|
Assessing the forecasted revenue growth rates and EBITDA as a percentage of revenue by comparing them against revenue growth rates and EBITDA as a percentage of revenue of publicly available market data for comparable companies;
|
•
|
Reviewing the mathematical accuracy of the calculations of goodwill and trademark impairment used by management.
|
September 30,
| ||||||||
2021 |
2020 | |||||||
ASSETS
| ||||||||
Current Assets:
| ||||||||
Cash
|
$
|
6,234
|
$
|
3,349
| ||||
Accounts receivable, net of allowance for doubtful accounts
|
52,312
|
20,245
| ||||||
Inventory, net
|
3,227
|
3,666
| ||||||
Prepaid expenses and other current assets
|
3,002
|
433
| ||||||
Total current assets
|
64,775
|
27,693
| ||||||
Property and Equipment, net
|
4,977
|
4,977
| ||||||
Other Assets:
| ||||||||
Intangible assets, net
|
24,173
|
13,333
| ||||||
Goodwill
|
18,486
|
14,146
| ||||||
Operating lease right of use asset
|
2,936
|
2,621
| ||||||
Security deposits and other long-term assets
|
577
|
265
| ||||||
Total other assets
|
46,172
|
30,365
| ||||||
Total assets
|
$
|
115,924
| $ |
63,035 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
| ||||||||
Current Liabilities:
| ||||||||
Line of credit
|
$
|
29,637
|
$
|
8,447
| ||||
Accounts payable - trade
|
37,243
|
20,769
| ||||||
Accrued expenses and other current liabilities
|
6,311
|
3,007
| ||||||
Dividends payable
|
2,427
|
1,661
| ||||||
Current portion of earnout |
1,054 |
- | ||||||
Current portion of Paycheck Protection Program (PPP) loan
|
-
|
1,913
| ||||||
Current portion of deferred acquisition payments
|
188
|
178
| ||||||
Current portion of subordinated promissory note - related party |
550
|
504
| ||||||
Current portion of long-term debt
|
868
|
866
| ||||||
Current portion of operating lease liabilities
|
1,281
|
720
| ||||||
Total current liabilities
|
79,559
|
38,065
| ||||||
Other Liabilities:
| ||||||||
Long-term debt
|
4,744
|
6,432
| ||||||
Long-term portion of earnout |
2,546 |
- | ||||||
Long-term portion of Paycheck Protection Program (PPP) loan
|
-
|
960
| ||||||
Subordinated promissory notes - related party
|
5,525
|
39
| ||||||
Long-term portion of deferred acquisition payments
|
183
|
372
| ||||||
Mandatorily redeemable non-controlling interest
|
783
|
604
| ||||||
Deferred income taxes
|
2,299
|
1,569
| ||||||
Long-term operating lease liabilities
|
1,751
|
1,924
| ||||||
Other liabilities
|
415
|
388
| ||||||
Total other liabilities
|
18,246
|
12,288
| ||||||
Total liabilities
|
97,805
|
50,353
| ||||||
Stockholders' Equity:
| ||||||||
Preferred Stock, $0.001par value; 100,000shares authorized
| ||||||||
Series B 5,700shares authorized, and 31shares issued and outstanding as of September 30, 2021and 2020, respectively
|
- |
-
| ||||||
Series C 30,000shares authorized, and 20,960and 19,760shares issued and outstanding at September 30, 2021and September 30, 2020, respectively, liquidation value of $12,907and $11,541at September 30, 2021and September 30, 2020, respectively
| - |
-
| ||||||
Common stock, $0.001par value; 4,500,000shares authorized, 962,207issued and 942,207outstanding as of September 30, 2021and 918,652issued and 898,652outstanding as of September 30, 2020, respectively |
1
|
1
| ||||||
Paid-in capital
|
14,838
|
14,604
| ||||||
Common treasury stock, at cost, 20,000shares
|
(240
|
)
|
(240
|
)
| ||||
Accumulated earnings (deficit) |
3,520
|
(1,683
|
)
| |||||
Total stockholders' equity
|
18,119
|
12,682
| ||||||
Total liabilities and stockholders' equity
|
$
|
115,924
| $ |
63,035 |
Year Ended September 30,
| ||||||||
2021 |
2020 | |||||||
Revenue
|
$
|
146,419
|
$
|
82,429
| ||||
Forwarding expenses and cost of revenues
|
113,986
|
58,908
| ||||||
Gross profit
|
32,433
|
23,521
| ||||||
Cost and Expenses:
| ||||||||
Selling, general and administrative
|
27,362
|
24,290
| ||||||
Amortization of intangible assets
|
1,120
|
955
| ||||||
Total Costs and Expenses
|
28,482
|
25,245
| ||||||
Income (loss) from operations
|
3,951
|
(1,724
|
)
| |||||
Other Items:
| ||||||||
Interest expense
|
(589
|
)
|
(521
|
)
| ||||
Gain on Paycheck Protection Program (PPP) loan forgiveness |
2,895 | |||||||
Change in fair value of mandatorily redeemable non-controlling interest
|
(93
|
)
|
15
| |||||
Income (Loss) Before Income Taxes
|
6,164
|
(2,230
|
)
| |||||
Income tax (expense) benefit |
(961
|
)
|
505
| |||||
Net Income (Loss) |
5,203
|
(1,725
|
)
| |||||
Preferred stock dividends
|
(766
|
)
|
(675
|
)
| ||||
Net Income (Loss) Available to Common Stockholders
|
$
|
4,437
| $ |
(2,400 |
) | |||
Net Income (Loss) per share
| ||||||||
Basic
|
$
|
5.54
|
$
|
(1.98
|
)
| |||
Diluted
|
$
|
5.26
|
$
|
(1.98
|
)
| |||
Net income (loss) per share attributable to common stockholders:
| ||||||||
Basic
|
$
|
4.73
|
$
|
(2.75
|
)
| |||
Diluted
|
$
|
4.48
|
$
|
(2.75
|
)
| |||
Weighted average number of shares outstanding:
| ||||||||
Basic
|
938,478
|
872,122
| ||||||
Diluted
|
989,488
|
872,122
|
PREFERRED
STOCK
|
COMMON
STOCK
|
PAID-IN CAPITAL
|
COMMON
TREASURY
STOCK
|
ACCUMULATED
EARNING
(DEFICIT)
|
TOTAL
EQUITY
| |||||||||||||||||||||||||||||||
Shares
|
$ |
Shares
|
$ |
$ |
Shares
|
$ |
$ |
$ | ||||||||||||||||||||||||||||
Balance - September 30, 2019 |
20,631
| $ |
- |
863,812
| $ |
1 |
$
|
15,075
|
20,000
|
$
|
(240
|
)
| $ |
42 |
$
|
14,878
| ||||||||||||||||||||
Net (Loss) |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,725
|
)
|
(1,725
|
)
| |||||||||||||||||||||||||
Dividends to preferred stockholders
|
-
|
-
|
-
|
-
|
(675
|
)
|
-
|
-
|
-
|
(675
|
)
| |||||||||||||||||||||||||
Preferred C shares purchased | (890 | ) |
- |
- |
- | (445 | ) |
- |
- |
- | (445 | ) | ||||||||||||||||||||||||
Preferred C shares sold | 650 | - | - | - | 325 |
- |
- |
- |
325 | |||||||||||||||||||||||||||
Preferred B shares converted
|
(600
|
)
|
-
|
6,000
|
-
|
-
|
-
|
-
|
-
|
-
| ||||||||||||||||||||||||||
Restricted stock issued
|
-
|
-
|
15,000
|
-
|
-
|
-
|
-
|
-
|
-
| |||||||||||||||||||||||||||
Vested restricted stock unissued.
|
-
|
-
|
-
|
-
|
(147
|
)
|
-
|
-
|
-
|
(147
|
)
| |||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
199
|
-
|
-
|
-
|
199
| |||||||||||||||||||||||||||
Stock option exercise
|
-
|
-
|
33,840
|
-
|
272
|
-
|
-
|
-
|
272
| |||||||||||||||||||||||||||
Balance - September 30, 2020 |
19,791
| $ |
- |
918,652
| $ |
1 |
$
|
14,604
|
20,000
|
$
|
(240
|
)
| $ |
(1,683 |
) |
$
|
12,682
| |||||||||||||||||||
Net Income |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,203
|
5,203
| |||||||||||||||||||||||||||
Dividends to preferred stockholders
|
-
|
-
|
-
|
-
|
(766
|
)
|
-
|
-
|
-
|
(766
|
)
| |||||||||||||||||||||||||
Preferred C shares sold
|
1,200
|
-
|
-
|
-
|
600
|
-
|
-
|
-
|
600
| |||||||||||||||||||||||||||
Issuance of restricted stock issued
|
-
|
-
|
35,000
|
-
|
305
|
-
|
-
|
-
|
305
| |||||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
-
|
-
|
48
|
-
|
-
|
-
|
48
| |||||||||||||||||||||||||||
Stock option exercise
|
-
|
-
|
8,555
|
-
|
47
|
-
|
-
|
-
|
47
| |||||||||||||||||||||||||||
Balance - September 30, 2021 |
20,991
| $ |
- |
962,207
|
$
|
1
|
$
|
14,838
|
20,000
|
$
|
(240
|
)
| $ |
3,520 |
$
|
18,119
|
Year Ended
September 30,
| ||||||||
2021 |
2020 | |||||||
Cash Flows From Operating Activities:
| ||||||||
Net income (loss) |
$
|
5,203
|
$
|
(1,725
|
)
| |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
| ||||||||
Provision for uncollectible accounts, net of recoveries
|
70
|
133
| ||||||
Depreciation and amortization
|
371
|
274
| ||||||
Deferred income tax
|
730
|
(610
|
)
| |||||
Amortization of intangible assets
|
1,120
|
955
| ||||||
Cost recognized on the sale of acquired inventory
|
708
|
876
| ||||||
Amortization of loan costs
|
9
|
9
| ||||||
Stock based compensation
|
115
|
269
| ||||||
Change in fair value of mandatorily redeemable noncontrolling interest
|
179
|
(15
|
)
| |||||
Paycheck Protection Program (PPP) loan forgiveness | (2,895 | ) | - | |||||
Changes in operating assets and liabilities, net of effects of acquisitions:
| ||||||||
Accounts receivable
|
(20,698
|
)
|
2,494
| |||||
Inventory
|
(43
|
)
|
(171
|
)
| ||||
Prepaid expenses and other current assets
|
(1,475
|
)
|
99
| |||||
Security deposits and other long-term assets
|
14
|
(31
|
)
| |||||
Accounts payable and accrued expenses
|
16,292
|
(3,188
|
)
| |||||
Other liabilities
|
99
|
77
| ||||||
Net cash used in operating activities
|
(201
|
)
|
(554
|
)
| ||||
Cash Flows From Investing Activities:
| ||||||||
Acquisition of property and equipment, net of disposals
|
(234
|
)
|
(1,297
|
)
| ||||
Acquisitions
|
(15,874
|
)
|
(247
|
)
| ||||
Net cash used in investing activities
|
(16,108
|
)
|
(1,544
|
)
| ||||
Cash Flows From Financing Activities:
| ||||||||
Dividends paid to preferred stockholders
|
-
|
(55
|
)
| |||||
Repayments of (borrowings under) term loan
|
(1,673
|
)
|
6
| |||||
Proceeds from Paycheck Protection Program (PPP) loan
|
-
|
2,726
| ||||||
Proceeds from stock option exercise
|
46
|
272
| ||||||
Line of credit, borrowing (repayment), net
|
21,191
|
55
| ||||||
Repurchase of Series C Preferred Stock
|
-
|
(445
|
)
| |||||
Restricted Stock Issued |
305 |
- | ||||||
Proceeds from sale of Series C Preferred Stock
|
600
|
325
| ||||||
Repayment of subordinated promissory notes
|
(1,275
|
)
|
(150
|
)
| ||||
Deferred acquisition payments
|
-
|
550
| ||||||
Net cash provided by financing activities
|
19,194
|
3,284
| ||||||
Net increase in cash
|
2,885
|
1,186
| ||||||
Cash at beginning of the period
|
3,349
|
2,163
| ||||||
Cash at end of period
|
$
|
6,234
| $ |
3,349 | ||||
Supplemental Disclosure of Cash Flow Information:
| ||||||||
Cash paid during the period for:
| ||||||||
Interest
|
$
|
418
|
$
|
511
| ||||
Income taxes
|
$
|
82
|
$
|
115
| ||||
Non-cash investing activities:
| ||||||||
Contingent earn-out acquisition
|
$
|
3,600
|
$
|
-
| ||||
Subordinated Promissory notes of ELFS |
$ |
4,837 |
$ |
- | ||||
Subordinated Promissory notes of ICT
|
$ | 1,791 | - | |||||
PPP loan assumed
|
$ | - |
$ | 135 | ||||
Deferred payment on acquisition
|
$
|
-
|
$
|
550
| ||||
Non-cash financing activities:
| ||||||||
Dividends declared to preferred stockholders
|
$
|
766
|
$
|
675
| ||||
Vested restricted stock unissued
|
$
|
-
|
$
|
147
|
1 |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
|
Service Type
|
Year Ended
September 30,
2021 |
Year Ended
September 30,
2020 | ||||||
Ocean freight
|
$
|
61,436
|
$
|
26,740
| ||||
Air freight | 26,970 | 16,630 | ||||||
Trucking
|
22,198
|
14,757
| ||||||
Customs brokerage
|
14,424
|
10,274
| ||||||
Other
|
835
|
91
| ||||||
Total |
$
|
125,863
| $ |
68,492 |
Fair Value
| ||||
Accounts receivable
|
$ |
10,689
| ||
Prepaid expenses and other current assets
|
2,252
| |||
Property & equipment, net
|
59
| |||
Security deposits and other long-term assets
|
322
| |||
Operating lease right of use asset
|
901
| |||
Goodwill
|
2,531
| |||
Intangible assets
|
10,000
| |||
Accounts payable
|
(2,399
|
)
| ||
Current portion of operating lease liabilities
|
(445
|
)
| ||
Accrued expenses and other current liabilities
|
(2,017
|
)
| ||
Long-term operating lease liabilities
|
(456
|
)
| ||
Total Consideration Paid
|
$
|
21,437
|
Fiscal years ended
September 30,
| ||||||||
2021 |
2020 | |||||||
Revenue
|
$
|
199,017
|
$
|
137,526
| ||||
Forwarding expense
|
158,859
|
102,553
| ||||||
Gross profit
|
40,158
|
34,973
| ||||||
Selling, general and administrative expenses
|
34,011
|
32,144
| ||||||
Income from operations
|
$
|
6,147
|
$
|
2,829
|
•
|
Amortization expense of acquired intangibles
|
•
|
Adjustments to interest expense to remove historical ELFS interest costs and reflect Janel's current debt profile
|
•
|
The related tax impact of the above referenced adjustments
|
3 |
PROPERTY AND EQUIPMENT
|
September 30,
2021 |
September 30,
2020 |
Life
| ||||||
Building and improvements
|
$
|
3,065
|
$ |
3,096
|
12-30 years
| |||
Land and improvements
|
1,286
|
1,235
|
Indefinite
| |||||
Furniture and Fixture
|
298
|
282
|
3-7 years
| |||||
Computer Equipment
|
684
|
385
|
3-5 years
| |||||
Machinery & Equipment
|
1,253
|
1,288
|
3-15 years
| |||||
Leasehold Improvements
|
109
|
115
|
3-5 years
| |||||
6,695
|
6,401
| |||||||
Less Accumulated Depreciation
|
(1,718
|
)
|
(1,424
|
)
| ||||
$
|
4,977
|
$ | 4,977 |
4 |
INVENTORY
|
Year End September 30,
| ||||||||
2021 |
2020 | |||||||
Finished goods
|
$
|
919
|
$
|
1,246
| ||||
Work-in-process
|
968
|
1,406
| ||||||
Raw materials
|
1,365
|
1,039
| ||||||
Gross inventory
|
3,252
|
3,691
| ||||||
Less - reserve for inventory valuation
|
(25
|
)
|
(25
|
)
| ||||
Inventory net
|
$
|
3,227
| $ |
3,666 |
5 |
INTANGIBLE ASSETS
|
September 30,
2021 |
September 30,
2020 |
Life
| |||||||
Customer relationships
|
$
|
23,482
|
$
|
14,392
|
15-24 Years
| ||||
Trademarks/names
|
4,490
|
1,820
|
1-20 Years
| ||||||
Trademarks/names
|
521
|
451
|
Indefinite
| ||||||
Other
|
1,149
|
1,018
|
2-22 Years
| ||||||
29,642
|
17,681
| ||||||||
Less: Accumulated Amortization
|
(5,469
|
)
|
(4,348
|
)
| |||||
$
|
24,173
| $ |
13,333 |
September 30,
2021 |
September 30,
2020 | |||||||
Logistics |
$
|
18,174
|
$
|
7,643
| ||||
Manufacturing
|
7,700
|
7,700
| ||||||
Life Sciences
|
3,768
|
2,338
| ||||||
29,642
|
17,681
| |||||||
Less: Accumulated Amortization
|
(5,469
|
)
|
(4,348
|
)
| ||||
$ |
24,173 |
$
|
13,333
|
Fiscal Year 2021
|
$
|
1,809
| ||
Fiscal Year 2022
|
1,799
| |||
Fiscal Year 2023
|
1,773
| |||
Fiscal Year 2024
|
1,771
| |||
Fiscal Year 2025
|
1,771
| |||
Thereafter
|
15,250
| |||
$
|
24,173
|
6 |
GOODWILL
|
September 30,
2021 |
September 30,
2020 | |||||||
Logistics |
$
|
9,063
|
$
|
6,161
| ||||
Manufacturing
|
5,046
|
5,046
| ||||||
Life Sciences
|
4,377
|
2,939
| ||||||
Total
|
$
|
18,486
| $ |
14,146 |
7 |
NOTES PAYABLE - BANKS
|
(A) |
Santander Bank Facility
|
(B) |
First Merchants Bank Credit Facility
|
September 30,
2021 |
September 30,
2020 | |||||||
Total Debt* |
$
|
3,368
|
$
|
5,025
| ||||
Less Current Portion
|
(809
|
)
|
(808
|
)
| ||||
Long Term Portion
|
$
|
2,559
| $ |
4,217 |
*
|
Note: Term Loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, mortgage loan is due in monthly installments of $4, including interest at 4.19%. The credit facilities are collateralized by all of Indco's assets and guaranteed by Janel.
|
Fiscal Year 2022
|
$
|
809
| ||
Fiscal Year 2023
|
810
| |||
Fiscal Year 2024
|
810
| |||
Fiscal Year 2025
|
382
| |||
Fiscal Year 2026
|
27
| |||
Thereafter
|
530
| |||
$ |
3,368 |
(C) |
First Northern Bank of Dixon
|
September 30,
2021 |
September 30,
2020 | |||||||
(in thousands) | ||||||||
Total Debt* |
$
|
2,244
|
$
|
2,273
| ||||
Less Current Portion
|
(59
|
)
|
(58
|
)
| ||||
Long Term Portion
|
$
|
2,185
| $ |
2,215 |
* |
Long term debt is due in monthly installments of $12 plus monthly interest, at 4.18%per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel.
|
Fiscal Year 2022
|
$
|
59
| ||
Fiscal Year 2023
|
64
| |||
Fiscal Year 2024
|
66
| |||
Fiscal Year 2025
|
69
| |||
Fiscal Year 2026
|
70
| |||
Thereafter
|
1,916
| |||
$ |
2,244 |
8. |
SUBORDINATED PROMISSORY NOTES - RELATED PARTY |
September 30,
2021 |
September 30,
2020 | |||||||
(in thousands)
| ||||||||
Total subordinated promissory notes
|
$
|
6,075
|
$
|
543
| ||||
Less current portion of subordinated promissory notes
|
(550
|
)
|
(504
|
)
| ||||
Long term portion of subordinated promissory notes
|
$
|
5,525
| $ |
39 |
Fiscal Year 2022
|
$
|
550
| ||
Fiscal Year 2023
|
395
| |||
Fiscal Year 2024
|
1,869
| |||
Fiscal Year 2025
|
1,648
| |||
Fiscal Year 2026
|
1,613
| |||
Thereafter
|
-
| |||
$
|
6,075
|
9. |
SBA PAYCHECK PROTECTION PROGRAM LOANS
|
10. |
STOCKHOLDERS' EQUITY
|
(A) |
Preferred Stock
|
(B) |
Equity Incentive Plan
|
11. |
STOCK-BASED COMPENSATION
|
(A) |
Stock Options
|
• |
Risk-free interest rate - We determine the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate.
|
• |
Expected term - We estimate the expected term of our options on the average of the vesting date and term of the option.
|
• |
Expected volatility - We estimate expected volatility using daily historical trading data of a peer group.
|
• |
Dividend yield - We have never paid dividends on our common stock and currently have no plans to do so; therefore, no dividend yield is applied.
|
2021 |
2020 | |||||||
Risk-free interest rate
|
0.46
|
%
|
1.59
|
%
| ||||
Expected option term in years
|
5.5-6.5
|
5.5 - 6.5
| ||||||
Expected volatility
|
100.3%-105.4
|
%
|
101.2%-101.7
|
%
| ||||
Dividend yield
| - | % |
-
|
%
| ||||
Weighted average grant date fair value
|
$
|
6.90 - $7.19
|
$
|
6.97 - $7.33
|
Number of
Options
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
Aggregate
Intrinsic
Value
(in thousands)
| |||||||||||||
Outstanding balance at September 30, 2020 |
93,996
|
$
|
5.76
|
5.2
|
$
|
304.99
| ||||||||||
Granted
|
7,500
|
$
|
9.00
|
9.5
|
$
|
-
| ||||||||||
Exercised
|
(2,502
|
)
|
$
|
8.58
|
-
|
$
|
-
| |||||||||
Outstanding balance at September 30, 2021 |
98,994
|
$
|
5.93
|
4.5
| $ |
1,689.38 | ||||||||||
Exercisable at September 30, 2021 |
83,998
|
$
|
5.42
|
3.8
|
$
|
1,476.31
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
Aggregate
Intrinsic
Value
(in thousands)
| |||||||||||||
Outstanding balance at September 30, 2020 |
6,053
|
$
|
4.13
|
6.0
|
$
|
29.48
| ||||||||||
Exercised
|
(6,053
|
)
|
$
|
4.13
|
-
|
$
|
-
| |||||||||
Outstanding balance at September 30, 2021 |
-
| $ |
- |
-
| $ |
- | ||||||||||
Exercisable at September 30, 2021 |
-
|
$
|
-
|
-
|
$
|
-
|
2021 |
2020 | |||||||
Risk-free interest rate
|
0.46
|
%
|
1.59
|
%
| ||||
Expected option term in years
|
5.5-6.5
|
5.5 - 6.5
| ||||||
Expected volatility
|
103.0%-105.4
|
%
|
101.2%-101.7
|
%
| ||||
Dividend yield
|
-
|
%
|
-
|
%
| ||||
Grant date fair value
|
$
|
9.66 - $10.00
|
$
|
8.59 - $9.03
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
(in thousands)
| |||||||||||||
Outstanding balance at September 30, 2020 |
39,013
|
$
|
9.24
|
6.81
|
$
|
85.45
| ||||||||||
Granted
|
6,948
|
$
|
12.29
|
9.50
|
$
|
-
| ||||||||||
Exercised | (7,000 | ) |
$ | 6.48 | - | - | ||||||||||
Outstanding balance at September 30, 2021 |
38,961
|
$
|
10.28
|
6.62
|
$
|
78.16
| ||||||||||
Exercisable at September 30, 2021 |
25,153 |
$
|
9.42
|
5.68
|
$
|
72.25
|
(B) |
Restricted Stock
|
12. |
INCOME PER COMMON SHARE
|
Year Ended September 30,
| ||||||||
2021 |
2020 | |||||||
Income (Loss):
| ||||||||
Net income (loss) |
$
|
5,203
|
$
|
(1,725
|
)
| |||
Preferred stock dividends
|
(766
|
)
|
(675
|
)
| ||||
Net income (loss) available to common stockholders
| $ |
4,437 |
$ |
(2,400 |
) | |||
Common Shares:
| ||||||||
Basic - weighted average common shares
|
938,478
|
872,122
| ||||||
Effect of dilutive securities:
| ||||||||
Stock options |
50,700
|
-
| ||||||
Convertible preferred stock
|
310
|
-
| ||||||
Diluted - weighted average common stock
|
989,488
|
872,122
| ||||||
Income (Loss) per Common Share:
| ||||||||
Basic -
| ||||||||
Net income (loss) |
$
|
5.54
|
$
|
(1.98
|
)
| |||
Preferred stock dividends
|
(0.81
|
)
|
(0.77
|
)
| ||||
Non-controlling interest dividends
|
-
|
-
| ||||||
Net income (loss) attributable to common stockholders
| $ |
4.73 |
$ |
(2.75 |
) | |||
Diluted -
| ||||||||
Net income (loss) |
$
|
5.26
|
$
|
(1.98
|
)
| |||
Preferred stock dividends
|
(0.78
|
)
|
(0.77
|
)
| ||||
Net income (loss) available to common stockholders
| $ |
4.48 |
$ |
(2.75 |
) |
September 30,
| ||||||||
2021 |
2020 | |||||||
Employee stock options (Note 11)
|
98,994
|
93,996
| ||||||
Non-employee stock options (Note 11)
|
-
|
6,053
| ||||||
Convertible preferred stock
|
310
|
310
| ||||||
99,304
|
100,359
|
13. |
INCOME TAXES
|
2021 |
2020 | |||||||
Federal taxes at statutory rates
|
$
|
1,295
|
$
|
(468
|
)
| |||
Permanent differences
|
(600
|
)
|
13
| |||||
State and local taxes, net of Federal benefit
|
199
|
(65
|
)
| |||||
Other
|
67
|
15
| ||||||
Total |
$
|
961
| $ |
(505 |
) |
Year Ended September 30,
| ||||||||
2021 |
2020 | |||||||
Current
|
$
|
232
|
$
|
68
| ||||
Deferred
|
729
|
(573
|
)
| |||||
Total
|
$
|
961
| $ |
(505 |
) |
2021 |
2020 | |||||||
Deferred tax assets - net operating loss carryforwards
|
$
|
508
|
$
|
1,218
| ||||
Lease liability
|
850
|
684
| ||||||
Other
|
(16
|
)
|
71
| |||||
Stock based compensation
|
360
|
339
| ||||||
Total deferred tax assets
|
1,702
|
2,312
| ||||||
Valuation allowance
|
-
|
-
| ||||||
Total deferred tax assets net of valuation allowance
|
1,702
|
2,312
| ||||||
Deferred tax liabilities - depreciation and amortization
|
3,124
|
3,151
| ||||||
Prepaid expenses
|
52
|
52
| ||||||
Right of use asset
|
825
|
678
| ||||||
Total deferred tax liabilities
|
4,001
|
3,881
| ||||||
Net deferred tax liability
|
$
|
(2,299
|
)
|
$
|
(1,569
|
)
|
2033
|
$
|
2,080
| ||
2034
|
1,043
| |||
$ |
3,123 |
14. |
PROFIT SHARING AND 401(K) PLANS
|
15. |
BUSINESS SEGMENT INFORMATION
|
For the year ended September 30, 2021(in thousands)
|
Consolidated
|
Logistics
|
Manufacturing
|
Life
Sciences
|
Corporate
| |||||||||||||||
Revenues
|
$
|
146,419
|
$
|
125,863
|
$
|
8,564
|
$
|
11,992
|
$
|
-
| ||||||||||
Forwarding expenses and cost of revenues
|
113,986
|
106,139
|
3,983
|
3,864
|
-
| |||||||||||||||
Gross margin
|
32,433
|
19,724
|
4,581
|
8,128
|
-
| |||||||||||||||
Selling, general and administrative
|
27,362
|
16,656
|
2,696
|
4,469
|
3,541
| |||||||||||||||
Amortization of intangible assets
|
1,120
|
-
|
-
|
-
|
1,120
| |||||||||||||||
Income (loss) from operations
|
3,951
|
3,068
|
1,885
|
3,659
|
(4,661
|
)
| ||||||||||||||
Interest expense
|
589
|
294
|
156
|
117
|
22
| |||||||||||||||
Identifiable assets
|
115,924
|
59,026
|
3,905
|
9,344
|
43,649
| |||||||||||||||
Capital expenditures
|
$
|
234
|
$
|
20
|
$
|
40
|
$
|
174
|
$
|
-
|
For the year ended September 30, 2020 (in thousands)
|
Consolidated
|
Logistics
|
Manufacturing
|
Life
Sciences
|
Corporate
| |||||||||||||||
Revenues
|
$
|
82,429
|
$
|
68,492
|
$
|
7,319
|
$
|
6,618
|
$
|
-
| ||||||||||
Forwarding expenses and cost of revenues
|
58,908
|
53,397
|
3,329
|
2,182
|
-
| |||||||||||||||
Gross margin
|
23,521
|
15,095
|
3,990
|
4,436
|
-
| |||||||||||||||
Selling, general and administrative
|
24,290
|
14,992
|
2,505
|
3,870
|
2,923
| |||||||||||||||
Amortization of intangible assets
|
955
|
-
|
-
|
-
|
955
| |||||||||||||||
(loss) Income from operations
|
(1,724
|
)
|
103
|
1,485
|
566
|
(3,878
|
)
| |||||||||||||
Interest expense
|
521
|
177
|
236
|
103
|
5
| |||||||||||||||
Identifiable assets
|
63,035
|
20,378
|
3,313
|
10,725
|
28,619
| |||||||||||||||
Capital expenditures
|
$
|
1,297
|
$
|
106
|
$
|
917
|
$
|
274
|
$
|
-
|
16. |
LEASES
|
2021 |
2020
| |||||||
Operating lease cost
|
$
|
789
| $ | 725 | ||||
Short-term lease cost
|
240
| 141 | ||||||
Total lease cost
|
$
|
1,029
| $ | 866 |
Year End
September 30,
2021 | ||||
2022
| $ |
1,283
| ||
2023
|
949
| |||
2024
|
618
| |||
2025
|
365
| |||
Thereafter
|
-
| |||
Total undiscounted Loan payments
|
3,215
| |||
Less Imputed Interest
|
(183
|
)
| ||
Total lease Obligation
|
$
|
3,032
|
17 |
FAIR VALUE MEASUREMENTS
|
Level 1:
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
Level 2:
|
Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
Level 3:
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
September 30,
| ||||||||
2021 |
2020 | |||||||
Level 3
| ||||||||
Contingent earnout liabilities
|
$
|
3,600
|
$
|
-
| ||||
Level 3 Liabilities
|
$
|
3,600
|
$
|
-
|
September 30, | ||||||||
2021 |
2020 | |||||||
Balance at beginning of year
|
$
|
-
| $ | - | ||||
Fair value of contingent consideration recorded in connection with business combinations
|
3,600
|
-
| ||||||
Change in fair value of contingent consideration
|
-
|
-
| ||||||
Balance at end of year
|
$
|
3,600
|
$ | - |
18 |
COMMITMENTS AND CONTINGENCIES
|
(A) |
Employment Agreements
|
19. |
RISK AND UNCERTAINTIES
|
(A) |
Currency Risks
|
(B) |
Concentration of Credit Risk
|
(C) |
Legal Proceedings
|
(D) |
Concentration of Customers
|
(E) |
COVID-19
|
(F) |
Auto Insurance
|
20. |
SUBSEQUENT EVENTS
|
Fiscal Year End
September 30,
| ||||
2022 |
$
|
514
| ||
2023 |
581
| |||
2024 |
593
| |||
2025 |
605
| |||
2026 |
617
| |||
Thereafter
|
1,325
| |||
Total lease obligation
|
4,235
|
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Disclaimer
Janel Corporation published this content on 27 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2021 11:06:07 UTC.