UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | Annual report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2015 or |
| ¨ | Transition report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from_______ to ________. |
Commission file number: 333-60608
JANEL CORPORATION
(Exact name of registrant as specified in its
charter)
NEVADA |
|
86-1005291 |
(State or other jurisdiction |
|
(I.R.S. Employer |
of incorporation or organization) |
|
Identification No.) |
|
|
|
303 Merrick Road, Suite 400, Lynbrook, NY |
|
11563 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code |
|
(516) 256-8143 |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Name of Each Exchange on Which Registered |
None |
|
None |
Securities registered pursuant to Section 12(g)
of the Act:
Title of Class
Common Stock, $0.001 par
value
Indicate
by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes
x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or other information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark if the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer ¨
Smaller Reporting Company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨
No x
The aggregate market value of Common Stock,
$0.001 par value, held by non-affiliates of the registrant based on the closing sales price of the Common Stock on the Over-The-Counter
(OTC) market on March 31, 2015, was $459,477.
The number of shares of Common Stock outstanding
as of December 18, 2015 was 573,951, after giving effect to the 50:1 reverse stock split.
JANEL CORPORATION
2015 ANNUAL REPORT ON FORM 10-K
Table of Contents
PART I
Janel Corporation (“we”,
“Janel”, or the “Company”) is a holding company which provides logistics services for importers and exporters
worldwide through its wholly-owned subsidiaries. Janel management focuses on significant capital allocation decisions, corporate
governance and supporting its business units where appropriate.
Janel Corporation is domiciled
in the state of Nevada and its corporate headquarters is located in Lynbrook, New York. The Company’s Internet address is
http://www.janelcorp.com. The Company makes available through its Internet website its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after
such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC).
We expect to grow our businesses
organically and by completing acquisitions. We either will acquire businesses that fit within our existing freight forwarding and
logistics business portfolio, or we will expand our portfolio into new areas. Our acquisition strategy focuses on strong and capable
management teams, attractive existing business economics and businesses with stable and predictable earnings power that can be
purchased at a reasonable price.
Janel Corporation and its
controlled subsidiaries have 108 employees, including two employees in our corporate headquarters.
Global Logistics Services
Janel Corporation’s
only reportable business segment is global logistics services. Janel’s business activities in this area are conducted through
its wholly-owned subsidiaries Janel Group, Inc. (“JGI”), PCL Transport, LLC d/b/a President Container Lines (“PCL”)
and Liberty International, Inc. (“Liberty”), which together comprise Janel Group, a multi-branded, non-asset based
third party global logistics services company. Janel Group engages in full-service cargo transportation logistics management, including
freight forwarding via air, ocean and land-based carriers, customs brokerage services, and warehousing and distribution services.
Throughout this report, we refer to Janel’s subsidiaries that are engaged in global logistics services as “Janel Group.”
Janel Group’s traditional
freight forwarding and customs brokerage activities include various value-added logistics services, such as freight consolidation,
insurance, logistics planning, landed-cost calculations, in-house computer tracking, product repackaging, online shipment tracking
and electronic billing. The value-added services and systems are intended to help our customers streamline operations, reduce inventories,
increase the speed and reliability of worldwide deliveries and improve the overall management and efficiency of the customer’s
supply-chain activities.
Janel Group operates out
of eight leased, full-service locations in the United States: Lynbrook, New York (headquarters, operations and accounting); Edison,
New Jersey; Philadelphia, Pennsylvania; Elk Grove Village (Chicago), Illinois; Forest Park (Atlanta), Georgia; Inglewood (Los Angeles),
California; Pawtucket (Providence), Rhode Island; and Boston, Massachusetts. While each Janel Group office is managed independently,
with each manager having over 20 years’ experience in the industry, the offices collaborate closely on revenue-generating
and cost-cutting projects where advantageous to the business as a whole.
In addition to its network
of company-operated facilities, Janel Group maintains a network of independent agent relationships in many trading countries, giving
it the ability to provide a global service to its clients.
During Janel’s fiscal
year ended September 30, 2015, Janel Group handled approximately 29,000 individual import and export shipments, predominately originating
or terminating in the United States, Europe and Asia. Janel Group generated gross revenue of approximately $74.7 million in
fiscal 2015 and $47.9 million in fiscal 2014. In fiscal 2015, approximately 68% of Janel Group’s revenue related to import
activities, 5% to export, and 27% to break-bulk and forwarding.
Recent Developments
During our fourth fiscal
quarter of 2015, Janel completed its acquisition of Liberty, a Rhode Island based provider of integrated logistics services. Based
on its historical financial statements, Liberty generated approximately $30 million in gross revenue for the twelve months ended
September 30, 2014.
History
Janel commenced business
in 1975 as Janel International Forwarding Company, Inc., a New York corporation. In 1976, the “Janel Group” was established
in New York City as a company primarily focused on quality import customs brokerage and related transportation services. At that
time, Janel’s initial customer base consisted of importers and exporters of machines and machine parts, principally through
what was then West Germany. Shortly thereafter, the Company began expanding its business scope into project transportation and
high-value general cargo forwarding. In the late 1970’s, the Company started opening new office locations and later acquired
offices to expand its network of company-owned service locations in the United States. In addition, the Company contracted with
independent agents to provide global services.
In 1980, C and N Corp.
was organized as a Delaware corporation to be the corporate parent of the various Janel operating subsidiaries. In 2002, C and
N Corp. entered into and completed a reverse merger transaction with Wine Systems Design, Inc. in which it formally changed its
state of incorporation from Delaware to Nevada, changed its corporate name to Janel World Trade, Ltd. and became a publicly traded
company.
In April 2015, Janel World
Trade, Ltd. effected a name change, becoming Janel Corporation, with the ticker symbol “JANL.”
Operations
Freight Forwarding Services.
As a cargo freight forwarder, Janel Group procures shipments from its customers, consolidates shipments bound for a particular
destination from a common place of origin, determines the routing over which the consolidated shipment will move, selects a carrier
(air, ocean, land) serving that route on the basis of departure time, available cargo capacity and rate, and books the consolidated
shipment for transportation with the selected carrier. In addition, Janel Group prepares all required shipping documents, delivers
the shipment to the transporting carrier and, in many cases, arranges clearance of the various components of the shipment through
customs at the final destination. If requested by its customers, Janel Group will also arrange for delivery of the individual components
of the consolidated shipment from the arrival terminal to their intended consignees.
As a result of its consolidation
of customer shipments and its ongoing volume relationships with numerous carriers, a freight forwarder is usually able to obtain
lower rates from such carriers than its customers could obtain directly. Accordingly, a forwarder is generally able to offer its
customers a lower rate than would otherwise be available directly to the customer, providing the forwarder with its profit opportunity
as an intermediary between the carrier and end-customer. The forwarder’s gross profit is represented by the difference between
the rate it is charged by the carrier and the rate it, in turn, charges its customer.
In fulfilling its intermediary
role, the forwarder can draw upon the transportation assets and capabilities of any individual carrier or combination thereof comprised
of airlines and/or air cargo carriers, ocean shipping carriers and land-based carriers, such as trucking companies. Janel Group
solicits freight from its customers to fill containers, charging rates lower than the rates that would be offered directly to its
customers for similar type shipments.
Customs Brokerage Services.
As part of its integrated logistics services, Janel Group provides customs brokerage clearance services in the United States and
in most foreign countries. These services typically entail the preparation and assembly of required documentation in many instances,
the electronic transmission to federal agencies of this data (Janel Group provides in-house translation services into Chinese,
Spanish or Italian), the advancement of customs duties on behalf of importers, and the arrangement for the delivery of goods after
the customs clearance process is completed. Additionally, other services may be provided such as the procurement and placement
of surety bonds on behalf of importers and the arrangement of bonded warehouse services, which allow importers to store goods while
deferring payment of customs duties until the goods are delivered.
Janel Group has over 30
years of experience clearing a wide range of goods through U.S. Customs, from automobiles to heavy machinery to textiles. There
are fourteen fully-licensed customs house brokers on staff. Janel Group is fully certified with U.S. Customs for both ABI and AES
transmissions, and has successfully migrated over 90 percent of eligible transactions to ACE. Janel Group also has extensive Remote
Location Filing capability. Janel Group has established an active “correspondent Customs House Broker Network” of individuals
specially chosen for their ability to service customers throughout those locations in the United States where Janel Group does
not have its own branch office. In addition, Janel Group regularly works with a group of proven independent attorneys, whose specialization
in transportation, U.S. Customs law and classifications has resulted in substantial savings to customers.
Other Logistic Services.
In addition to providing air, ocean and land freight forwarding and customs brokerage services, Janel Group provides its import
and export customers with an array of fully integrated global logistics services. These logistics services include warehousing
and distribution services, door-to-door freight pickup and delivery, cargo consolidation and de-consolidation, project cargo management,
insurance, direct client computer access interface, logistics planning, landed-cost calculations, duty-drawback (recovery of previously
paid duties when goods are re-exported), in-house computer tracking, product promotion, product packaging and repackaging utilizing
Janel Group’s mobile packaging machinery, domestic pickup and forwarding, “hazmat” certifications for hazardous
cargoes, letters of credit, language translation services, online shipment tracking and electronic billing.
Information Services.
Janel Group’s freight forwarding operations uses a web-based information system (Cargowise) to facilitate communication
between our customers and third party carriers. Janel Group also uses a variety of custom-built features to enhance customer service
and further automate activities. These systems enable Janel Group to perform in-house computer tracking and to offer customers
landed-cost calculations and shipment tracking and tracing information online via the Janel Group website (http:///www.janelgroup.com).
The system provides us with real-time, accurate information on Janel Group’s financial performance.
Customers, Sales and Marketing
While Janel Group customers
come from a multitude of industries, the bulk of its shipments are related to three principal markets: consumer wearing apparel
and textiles, machines and machine parts, and household appliances. During fiscal 2015, Janel Group shipped goods and provided
logistics services for approximately 2,020 individual accounts.
Janel Group has two customers
that together account for over 39% of our total revenues in fiscal 2015. The largest customer accounts for approximately 24% of
total revenue and the second largest accounts for approximately 15% of total revenue.
Janel Group principally
markets its services through a network of company-owned offices. Each office is motivated and compensated to service existing customers,
expand those relationships and develop new clients. These local offices allow frequent contact with the customer’s traffic
department and personalized logistics solutions. Janel Group also supports national accounts and strategic operating partners with
national relationship managers focused on coordinating these relationships across out network of offices. Janel Group attempts
to cultivate strong, long-term relationships with its customers and referral sources through high-quality service and management.
Janel Group markets its
global cargo transportation and integrated logistics services worldwide. In markets where Janel Group does not operate its own
facilities, its direct sales efforts are supplemented by the referral of business through one or more of Janel Group’s franchise
or agent relationships.
Competition
Competition within the
freight forwarding industry is intense, characterized by low economic barriers to entry resulting in a large number of highly fragmented
participants around the world. Janel Group competes for customers on the basis of its services and capabilities against other providers,
ranging from multinational, multi-billion dollar firms with hundreds of offices worldwide to regional and local freight forwarders
to “mom-and-pop” businesses with only one or a few customers. Many of Janel Group’s customers utilize more than
one transportation provider.
Employees
As of September 30, 2015,
Janel Group employed 108 individuals, 101 full-time and seven part-time. None of these employees is covered by a collective bargaining
agreement. We have experienced no work stoppages and consider our relations with our employees to be good.
Currency Risks
The
nature of Janel Group’s operations requires it to deal with currencies other than the U.S. Dollar. This results in exposure
to the inherent risks of international currency markets and governmental interference. A number of countries where Janel Group
maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency
exposure. Janel Group tries to compensate for these exposures by accelerating international currency settlements among those offices
or agents.
Inflation
We do not believe that
the relatively moderate rates of inflation in the United States in recent years have had a significant effect on Janel Group’s
operations.
Seasonality and Shipping Patterns
Historically, Janel Group’s
quarterly operating results have been subject to seasonal trends. The fiscal first quarter has traditionally been the weakest and
the fiscal third and fourth quarters have traditionally been the strongest. This pattern has been the result of, or influenced
by, numerous factors including climate, national holidays, consumer demand, economic conditions and other similar and subtle forces.
This historical seasonality has also been influenced by the growth and diversification of Janel Group’s international network
and service offerings.
A significant portion of
Janel Group’s revenues are derived from customers in industries with shipping patterns closely tied to consumer demand and
from customers with shipping patterns dependent upon just-in-time production schedules. Many of Janel Group’s customers may
ship a significant portion of their goods at or near the end of a quarter. Therefore, the timing of Janel Group revenues is, to
a large degree, affected by factors beyond its control, such as shifting consumer demand for retail goods and manufacturing production
delays. Janel Group cannot accurately forecast many of these factors, nor can it estimate the relative impact of any particular
factor and, as a result, there is no assurance that historical patterns will continue in the future.
Environmental Issues
In the United States, Janel
Group is subject to federal, state and local provisions regulating the discharge of materials into the environment or otherwise
for the protection of the environment. Similar laws apply in many foreign jurisdictions in which Janel Group operates. Although
current operations have not been significantly affected by compliance with these environmental laws, governments are becoming increasingly
sensitive to environmental issues, and Janel Group cannot predict what impact future environmental regulations may have on its
business. Janel Group does not anticipate making any material capital expenditures for environmental control purposes during the
remainder of the current or succeeding fiscal years.
Regulation
Janel Group’s activities
in the air transportation industry in the United States are subject to regulation by the Department of Transportation as an indirect
air carrier. Janel Group’s overseas offices and agents are licensed as freight forwarders in their respective countries of
operation, and each of Janel Group’s offices is licensed as a freight forwarder by the International Air Transport Association
(“IATA”). IATA is a voluntary association of airlines which prescribes certain operating procedures for freight forwarders
acting as agents of its members. The majority of Janel Group’s freight forwarding businesses is conducted with airlines that
are IATA members.
Each Janel Group company
that engages in customs brokerage is licensed as a customs broker by the Department of Homeland Security Customs and Border Service.
All U.S. customs brokers are required to maintain prescribed records and are subject to periodic audits by the Customs Service.
In other jurisdictions in which Janel Group companies perform clearance services, the relevant company is licensed by the appropriate
governmental authority.
Each Janel Group company
that engages in ocean freight is registered as an Ocean Transportation Intermediary and licensed as a non-vessel operating common
carrier (“NVOCC”) by the Federal Maritime Commission. The FMC has established certain qualifications for shipping agents,
including certain surety bonding requirements.
Janel does not believe
that current U.S. and foreign governmental regulations impose significant economic restraint on its business operations.
Cargo Liability
When acting as an airfreight
consolidator, Janel Group assumes a carrier’s liability for lost or damaged shipments. This legal liability is typically
limited by contract to the lower of the transaction value or the released value ($9.07 per pound unless the customer declares a
higher value and pays a surcharge), excepted for loss or damages caused by willful misconduct in the absence of an appropriate
airway bill. The airline that Janel Group utilizes to make the actual shipment is generally liable to Janel Group in the same manner
and to the same extent. When acting solely as the agent of an airline or shipper, Janel Group does not assume any contractual liability
for loss or damage to shipments tendered to the airline.
When acting as an ocean
freight consolidator, Janel Group assumes a carrier’s liability for lost or damaged shipments. This liability is strictly
limited by contract to the lower of a transaction value or the released value ($500 for package or customary freight unit unless
the customer declares a higher value and pays a surcharge). The steamship line which Janel Group utilizes to make the actual shipment
is generally liable to Janel Group in the same manner and to the same extent. In its ocean freight forwarding and customs clearance
operations, Janel Group does not assume cargo liability.
When providing warehouse
and distribution services, Janel Group limits its legal liability by contract to an amount generally equal to the lower of fair
value or $.50 per pound with a maximum of $50 per “lot,” defined as the smallest unit that the warehouse is required
to track. Upon payment of a surcharge for warehouse and distribution services, Janel Group would assume additional liability.
Janel Group maintains marine
cargo insurance covering claims for losses attributable to missing or damaged shipments for which it is legally liable. Janel Group
also maintains insurance coverage for the property of others stored in company warehouse facilities.
An investment in our Common Stock is subject
to risks inherent to our business. The material risks and uncertainties that management believes affect Janel Corporation are described
below. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial
may also impair the Company’s business operations.
Risk
Factors Relating To Our Business Generally
Our Janel Group business faces aggressive
competition from freight carriers with greater financial resources and with companies that operate in areas that we plan on expanding
to in the future.
Our Janel Group business
faces intense competition within the freight industry on a local, regional, national and global basis. Many of Janel Group’s
competitors have much larger facilities and far greater financial resources. In the freight forwarding industry, Janel Group competes
with a large and diverse group of freight forwarding concerns, commercial air and ocean carriers and a large number of locally
established companies in geographic areas where Janel Group does business or intends to do business in the future. The loss of
customers, agents or employees to competitors could adversely impact Janel Group’s ability to maintain profitability.
Our Janel Group business’s ability
to serve its customers depends on the availability of cargo space from third parties.
Our Janel Group business’s
ability to serve its customers depends on the availability of air and sea cargo space, including space on passenger and cargo airlines
and ocean carriers that service the transportation lanes that Janel Group uses. Shortages of cargo space are most likely to develop
around holidays and in especially heavy transportation lanes. In addition, available cargo space could be reduced as a result of
decreases in the number of passenger airlines or ocean carriers serving particular shipment lanes at particular times. This could
occur as a result of economic conditions, transportation strikes, regulatory changes and other factors beyond Janel Group’s
control. Janel Group’s future operating results could be adversely affected by significant shortages of suitable cargo space
and associated increases in rates charged by passenger airlines or ocean carriers for cargo space.
Janel Corporation intends to continue
expansion through acquisition.
Janel
Corporation expects to grow its businesses in part by completing acquisitions. Either we will acquire businesses that fit within
our existing freight forwarding and logistics business portfolio, or we will expand our portfolio into new areas. In either case,
there can be no assurance:
| · | that Janel’s financial condition
will be sufficient to support the funding needs of an expansion program; |
| · | that acquisitions will be successfully
consummated or will enhance profitability; or |
| · | that any expansion opportunities will
be available upon reasonable terms. |
Janel Corporation expects
future acquisitions to encounter risks similar to the risks that past acquisitions have had such as:
| · | difficulty in assimilating the operations
and personnel of the acquired businesses; |
| · | potential disruption of ongoing business;
|
| · | the inability of management to realize
the projected operational and financial benefits from the acquisition or to maximize financial and strategic benefits through the
successful incorporation of acquired personnel and clients; |
| · | the maintenance of uniform standards,
controls, procedures and policies; and |
| · | the impairment of relationships with employees
and clients as a result of any integration of new management personnel. |
Janel Corporation expects
that any future acquisitions could provide for consideration to be paid in cash, stock or a combination of cash and stock. There
can be no assurance that any of these acquisitions will be accomplished. If an entity we acquire is not efficiently or completely
integrated with us, then our business, financial condition and operating results could be materially adversely affected.
Our Janel Group business may not have
sufficient working capital to continue operations.
Our Janel Group business’s
cash needs are currently met by commercial bank credit facilities and cash on hand. Actual working capital needs for the short
and long terms will depend upon numerous factors, including operating results, the availability of a revolving line of credit,
competition, and the cost associated with growing Janel Group, either internally or through acquisition, none of which can be predicted
with certainty. If results of operations and availability under our bank line of credit are insufficient to meet cash needs, Janel
Group will be required to obtain additional investment capital or debt funding to continue operations.
Events affecting the volume of international
trade and international operations could adversely affect our Janel Group business’s international operations.
Our Janel Group business’s
international operations are directly related to and dependent on the volume of international trade, particularly trade between
the United States and foreign nations. This trade, as well as our international operations, is influenced by many factors, including:
| · | economic and political conditions in the
United States and abroad; |
| · | exchange controls, currency conversion
and fluctuations; |
| · | war, other armed conflicts and terrorism;
and |
| · | United States and foreign laws relating
to tariffs, trade restrictions, foreign investment and taxation. |
Trade-related events beyond
Janel Group’s control, such as a failure of various nations to reach or adopt international trade agreements or an increase
in bilateral or multilateral trade restrictions, could have a material adverse effect on international operations. Operations also
depend on the availability of independent carriers that provide cargo space for international operations.
Our Janel Group business is dependent
upon key officers.
We believe that our Janel
Group business’s success is highly dependent on the continuing efforts of certain key employees, only one of whom is subject
to an employment contract. The loss of the services of any of these key personnel could have a material adverse effect on us.
Economic and other conditions in the
markets in which our Janel Group business operates can affect demand for services and results of operations.
Our Janel Group business’s
future operating results are dependent upon the economic environments of the markets in which Janel Group operates. Demand for
services could be adversely affected by economic conditions in the industries of Janel Group’s customers. Many of Janel Group’s
principal customers are in the fashion, household products, industrial products, computer and electronics industries. Adverse conditions
in any one of these industries or loss of the major customers in such industries could have a material adverse impact upon Janel
Group. We expect the demand for Janel Group’s services (and, consequently, results of operations) to continue to be sensitive
to domestic and, increasingly, global economic conditions and other factors beyond Janel Group’s control.
In addition, the transport
of freight, both domestically and internationally, is highly competitive and price sensitive. Changes in the volume of freight
transported, shippers preferences as to the timing of deliveries as a means to control shipping costs, economic and political conditions,
both in the United States and abroad, work stoppages, United States and foreign laws relating to tariffs, trade restrictions, foreign
investments and taxation may all have significant impact on Janel Group’s overall business, growth and profitability.
Janel Corporation’s officers and
directors control the company.
The officers and directors
of the Company control the vote of approximately 58.8% of the outstanding shares of Common Stock, including the options to purchase
shares that have been granted to key employees of the Company. As a result, the officers and directors of the Company control the
election of the Company’s directors and will have the ability to control the affairs of the Company. Furthermore, an investor
in the Company has the right to appoint 50% of the members of the Company’s Board of Directors. As a result, these officers,
directors and shareholders have controlling influence over, among other things, the ability to amend the Company’s Certificate
of Incorporation and By-Laws or effect or preclude fundamental corporate transactions involving the Company, including the acceptance
or rejection of any proposals relating to a merger of the Company or an acquisition of the Company by another entity.
Failure to comply with governmental permit
and licensing requirements or statutory and regulatory requirements could result in civil and criminal sanctions, fines or revocation
of our operating authorities, and changes in these requirements could adversely affect our Janel Group business.
Our Janel Group business’s
operations are subject to various state, local, federal and foreign statutes and regulations prohibiting various activities that
in many instances require permits and licenses. Failure to maintain compliance with applicable law and regulations, required permits
or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our Janel Group business’s
operating authorities. Moreover, government deregulation efforts, “modernization” of the regulations governing customs
clearance and changes in the international trade and tariff environment could require material expenditures or otherwise adversely
affect our Janel Group business.
Terrorist attacks and other acts of violence
or war may affect any market on which our shares trade, the markets in which our Janel Group business operates, Janel Group operations
and profitability.
Terrorist acts or acts
of war or armed conflict could negatively affect our Janel Group business’s operations in a number of ways. Primarily, any
of these acts could result in increased volatility in or damage to the U.S. and worldwide financial markets and economy and could
lead to increased regulatory requirements with respect to the security and safety of freight shipments and transportation. They
could also result in a continuation of the current economic uncertainty in the United States and abroad. Acts of terrorism or armed
conflict, and the uncertainty caused by such conflicts, could cause an overall reduction in worldwide sales of goods and corresponding
shipments of goods. This would have a corresponding negative effect on our Janel Group business’s operations. Also, terrorist
activities similar to the type experienced on September 11, 2001 could result in another halt of trading of securities, which could
also have an adverse effect on the trading price of Janel Corporation shares and overall market capitalization.
Risk
Factors Relating to our Articles of Incorporation and our Stock
The liability of our directors is limited.
Janel Corporation’s
Articles of Incorporation limit the liability of directors to the maximum extent permitted by Nevada law.
It is unlikely that we will issue dividends
on our Common Stock in the foreseeable future.
Janel Corporation has never
declared or paid cash dividends on our Common Stock and does not intend to pay dividends in the foreseeable future. The payment
of dividends in the future will be at the discretion of our board of directors.
Our stock price is subject to volatility.
Janel Corporation Common
Stock trades on the OTC Bulletin Board under the symbol “JANL”. The market price of our Common Stock has been subject
to significant fluctuations. Such fluctuations, as well as economic conditions generally, may adversely affect the market price
of our securities.
We have no assurance of a continued public
trading market.
Janel Corporation’s
Common Stock is quoted in the over-the-counter market on the OTC Bulletin Board and is subject to the low-priced security or so-called
“penny stock” rules that impose additional sales practice requirements on broker-dealers who sell such securities.
For any transaction involving a penny stock, the rules require, among other things, the delivery, prior to the transaction, of
a disclosure schedule required by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information for the penny stocks held in the customer’s account. As a result,
characterization as a “penny stock” can adversely affect the market liquidity for the securities.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
As of September 30, 2015, the Company’s
Janel Group business leased office and warehouse space in eight cities located in the United States. The executive offices in Lynbrook,
New York, consist of approximately 6,800 square feet of office space subject to a lease with a term ending January
31, 2020, with an annual base rent of $167,041 in 2016, with annual increases of approximately 3.5%. Janel Group’s Philadelphia,
Pennsylvania, office occupies approximately 1,000 square feet of office space under a month-to-month lease with a monthly base
rent of $960. Janel Group’s Elk Grove, Illinois, office occupies approximately 2,170 square feet with an additional 450 square
feet of warehouse space, all subject to a lease with a term ending August 31, 2017, with an annual base rent of $46,800. Janel
Group’s Atlanta, Georgia, location occupies approximately 1,600 square feet of office space, under a lease which expires
on August 30, 2016 with an annual rent of $16,200. Janel Group occupies two offices in Los Angeles. The first Los Angeles office
occupies approximately 3,000 square feet of office space under a lease which expires on June 30, 2016, with an annual rent of $95,436
through June 30, 2016, and increases every eighteen (18) months based upon the CPI with a limit of up to 4.5% per year. The second
Los Angeles office occupies approximately 1,033 square feet of office space under a lease which expires on January 31, 2016, with
an annual rent of $19,140. Certain of the leases also provide for annual increases based upon increases in taxes or service charges.
On October 2, 2013, Casa
OiliO Sperlonga, S.p.A. and Casa Oilio North America, LLC filed a law suit in the Supreme Court of the State of New Jersey County
of Union against Ferrara International Logistics, Inc., Nicholas V. Ferrara, Gusto Italia, LLC, Janel-Ferrara Group, Janel-Ferrara
Logistics, LLC, Janel Group of New York, Inc., Janel World Trade, Ltd., Mann Global Enterprises, LLC, Michael W. O’Gorman,
and Tutto Italia USA, LLC (Case No. UNN-L-3511-13). The complaint alleges the non-payment of food product purchases by the
Company’s discontinued food segment subsidiary totaling $1,046,241. On December 17, 2013, the Company filed an answer on
behalf of Janel World Trade, Ltd., The Janel Group of New York, Inc., Janel Ferrara Logistics, LLC, and Janel Ferrara Group denying
the allegations. While the Company is vigorously defending the lawsuit, the Company has accrued $75,000 as a probable payment amount
representing approximately $91,000 of product loss liability offset by $16,000 of prior payments made in accordance with the matter.
Janel is occasionally subject
to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicted
with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect
on the Company’s financial position or results of operations.
PART II
| ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Janel Corporation’s
Common Stock is traded on the Over-The-Counter (OTC) market under the symbol “JANL.”
The following table sets
forth the high and low prices for the Common Stock for each full quarterly period during the fiscal years indicated. The prices
reflect the high and low bid prices as available through the OTC market and represent prices between dealers and do not reflect
the retailer markups, markdowns or commissions, and may not represent actual transactions. There have been no dividends declared.
Fiscal Year Ended September 30, 2015 | |
| |
| |
| |
| |
| |
First Quarter | |
High | |
$ | 4.50 | |
| |
Low | |
$ | 2.00 | |
| |
| |
| | |
Second Quarter | |
High | |
$ | 5.49 | |
| |
Low | |
$ | 3.00 | |
| |
| |
| | |
Third Quarter | |
High | |
$ | 3.25 | |
| |
Low | |
$ | 2.55 | |
| |
| |
| | |
Fourth Quarter | |
High | |
$ | 4.20 | |
| |
Low | |
$ | 1.65 | |
| |
| |
| | |
Fiscal Year Ended September 30, 2014 | |
| |
| | |
| |
| |
| | |
First Quarter | |
High | |
$ | 5.00 | |
| |
Low | |
$ | 1.80 | |
| |
| |
| | |
Second Quarter | |
High | |
$ | 3.50 | |
| |
Low | |
$ | 1.81 | |
| |
| |
| | |
Third Quarter | |
High | |
$ | 4.45 | |
| |
Low | |
$ | 2.50 | |
| |
| |
| | |
Fourth Quarter | |
High | |
$ | 4.25 | |
| |
Low | |
$ | 2.01 | |
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”), such change which took effect on April 21, 2015. The Company issued one share of Common Stock for every fifty
shares of Common Stock held as of the close of business on April 20, 2015. To avoid the issuance of fractional shares in connection
with the Reverse Stock Split, if a shareholder would be entitled to receive a fractional share, such shareholder will instead receive
a whole share in lieu of such fractional share.
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.
On December 18, 2015, the
Company had 57 holders of its shares of Common Stock. The closing price of the Common Stock on that date was $3.10 per share.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking
Statements
The statements contained
in all parts of this document that are not historical facts are, or may be deemed to be, “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used
in this document, the words “anticipate,” “estimate,” “expect,” “may,” “plans,”
“project,” and similar expressions are intended to be among the statements that identify forward-looking statements.
Janel’s results may differ significantly from the results discussed in the forward-looking statements. Such statements involve
risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to Janel’s
dependence on its ability to attract and retain skilled managers and other personnel; the intense competition within the freight
industry; the uncertainty of Janel’s ability to manage and continue its growth and implement its business strategy; Janel’s
dependence on the availability of cargo space to serve its customers; effects of regulation; its vulnerability to general economic
conditions and dependence on its principal customers; accuracy of accounting and other estimates; risk of international operations;
risks relating to acquisitions; Janel’s future financial and operating results, cash needs and demand for its services; and
Janel’s ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual
Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
outcomes may vary materially from those projected.
Introduction
The following discussion
and analysis addresses the results of operations for the fiscal year ended September 30, 2015, as compared to the results of operations
for the fiscal year ended September 30, 2014. The discussion and analysis then addresses the liquidity and financial condition
of the Company, and other matters.
Janel Corporation operates
one reportable business segment in global logistics services. Janel’s business activities in this area are conducted through
its wholly-owned subsidiaries Janel Group, Inc. (“JGI”), PCL Transport, LLC d/b/a President Container Lines (“PCL”)
and Liberty International, Inc. (“Liberty”), which together comprise Janel Group, a multi-branded, non-asset based
third party global logistics services company. Janel Group engages in full-service cargo transportation logistics management, including
freight forwarding via air, ocean and land-based carriers, customs brokerage services, and warehousing and distribution services.
On August 14, 2015, Janel
Corporation completed the acquisition of all the equity of Liberty International, Inc. (“Liberty”), a Rhode Island
non-asset based third party logistics services company. Therefore, included in the fiscal year ended September 30, 2015 results
are the operations of Liberty beginning August 14, 2015.
Results
of Operations
Years ended September 30, 2015 and 2014
Revenue. Total
revenue from continuing operations for fiscal 2015 was $74,740,145, as compared to $47,940,095 for the same period of fiscal 2014,
an increase of $26,800,050 or 55.9%. This increase is mainly the result of the full-year impact of the Alpha/PCL acquisition and
less than two months’ revenues from the Liberty acquisition, with the balance coming from organic growth of the remainder
of the Janel Group. Net revenue (revenue minus forwarding expense) from continuing operations in fiscal 2015 was $11,598,870, an
increase of $5,049,396 or 77.1% as compared to net revenue of $6,549,474 for fiscal 2014. This increase is mainly the result of
net revenue from the acquisitions of Alpha/PCL and Liberty.
Forwarding Expense.
Forwarding expense from continuing operations is primarily comprised of the fees paid by the Janel Group companies directly
to cargo carriers to handle and transport its actual freight shipments on behalf of its customers between initial and final terminal
points, and includes any trucking and warehousing charges related to the shipments.
For fiscal 2015, forwarding
expense from continuing operations increased by $21,750,654, or 52.5%, to $63,141,275 as compared to $41,390,621 for fiscal 2014
and as a percentage of revenue decreased to 84.6% for fiscal 2015, from 86.3% for fiscal 2014, a 1.7 percentage point decrease.
This percentage decrease is principally the result of higher margin business associated with the full-year impact of the Alpha/PCL
acquisition and less than two months of Liberty activity, with the balance coming from the remainder of the Janel Group.
Selling, General and
Administrative Expense. For fiscal 2015 and 2014, selling, general and administrative expenses from continuing operations
were $10,060,666 and $6,646,604, respectively, an increase for 2015 of $3,414,061, or 51.4%, when compared to the prior year. The
expenses for 2015 includes an expense in the amount of $82,225 for the issuance of stock options (refer to Note 8C) to the Consolidated
Financial Statements) and $63,080 of expenses associated with the acquisition of Liberty, which were offset by reductions in selling,
general and administrative expenses, mainly staff and payroll cost reductions. As a percentage of revenue, selling, general and
administrative expenses were 13.4% and 13.8% of revenue for fiscal 2015 and 2014, respectively, a 0.4 percentage point decrease,
which is mainly a function of the increase in revenue for fiscal 2015 when compared to the prior year and expenses which do not
rise as revenue increases, as well as certain cost reduction initiatives successfully implemented in 2015.
Interest Expense.
For fiscal 2015 and 2014, interest expense from continuing operations was $504,445 and $144,239, respectively, an increase of $360,206.
This increase is primarily the result of higher interest costs due to increased borrowings under bank credit facilities during
fiscal 2015 versus 2014.
Income (Loss) From Continuing
Operations Before Income Taxes. For the reasons stated above, the Company earned income before taxes from continuing operations
of $1,033,759, for fiscal 2015, as compared to a loss of ($241,369) for the fiscal year ended 2014.
Income Taxes.
The Company recorded a net income tax provision of $150,000 and $22,000 for fiscal 2015 and 2014, respectively. Both fiscal
years reflect applicable state income taxes only as we have fully provided for a valuation allowance against the deferred tax asset.
Of the $150,000 income tax provision for fiscal 2015, $81,000 was due to the reversal of a previous under-accrual to the balance
sheet.
Loss From Discontinued
Operations. On August 28, 2013 the Company sold its New Jersey freight forwarding and logistics operations, and in June 2012
discontinued its food segment business. As a result, the New Jersey operations and some ongoing expenses associated with the food
segment are included in discontinued operations. Fiscal 2015 and 2014 reflect a loss from discontinued operations of ($244,039)
and ($71,824), respectively. Refer to Note 7 to the Consolidated Financial Statements.
Net Income (Loss). The
Company earned income of $639,720 as compared to a net loss of ($335,193), for the fiscal years ended 2015 and 2014, respectively.
Net income (loss) available to common shareholders for fiscal 2015 and 2014 was $397,845 or $0.67 per diluted share and ($362,455)
or ($0.63) per diluted share, respectively.
Liquidity
and Capital Resources
General. Our ability
to satisfy our liquidity requirements, which include satisfying our debt obligations and funding working capital, day-to-day operating
expenses and capital expenditures, depends upon future performance, which is subject to general economic conditions, competition
and other factors, some of which are beyond our control. We depend on our commercial credit facilities to fund our day-to-day operations
as there is a difference between the timing of collection cycles and the timing of payments to vendors. Generally we do not have
a need for significant capital expenditure.
Janel’s cash flow
performance for the 2015 fiscal year is not necessarily indicative of future cash flow performance.
As of September 30, 2015,
and compared with the prior fiscal year, the Company’s cash and cash equivalents increased by $278,128, or 41.8%, to $942,748
from $664,620, respectively. During the fiscal year ended September 30, 2015, Janel’s net working capital (current assets
minus current liabilities) decreased by ($1,639,402) from ($3,372,888) at September 30, 2014, to ($5,012,290) at September
30, 2015. This decrease is primarily due to ($2,500,000) of additional borrowing on August 15, 2015 under our bank line of credit
by leveraging the Liberty balance sheet to acquire Liberty, offset by operating income.
Cash flows from continuing
operating activities. Net cash provided by (used in) continuing operating activities for fiscal 2015 and 2014 was $1,047,122
and ($1,560,733), respectively. The change was principally driven by operating income and an increase in accounts payable, offset
by an increase in accounts receivable.
Cash flows from discontinued
operating activities. Net cash provided by (used in) discontinued operating activities was ($244,039) for fiscal 2015 and net
cash provided by discontinued operating activities was $160,645 for fiscal 2014. The net cash used in 2015 primarily relates to
legal fees and activities associated with settlement matters. See Note 12(c).
Cash flows from investing
activities. Net cash used for investing activities, mainly the acquisition of Liberty, was ($2,535,181) for fiscal 2015.
Cash flows from financing
activities. Net cash provided by financing activities was $2,010,226 for fiscal 2015 and $5,807,049 for fiscal 2014. The cash
provided by financing activities was primarily due to a net increase of $1,979,726 associated with an increase to our bank line
of credit.
Presidential Financial
Borrowing Facility. On March 27, 2014, the Company and its wholly-owned subsidiaries, The Janel Group of New York, Inc., The
Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., and Janel Ferrara Logistics,
LLC (collectively, the “Janel Borrowers”), entered into a Loan and Security Agreement with Presidential Financial Corporation
(“Presidential”) with respect to a three year $3.5 million (limited to the borrowing base and reserves) revolving line
of credit facility (the “Presidential Facility”). The Presidential Facility replaced The Janel Group of New York’s
previous line of credit agreement with Community National Bank (“CNB”). On September 10, 2014 after completion of the
Alpha acquisition, the Janel Borrowers and Alpha entered into a First Amendment to the Presidential Facility (“Loan Amendment”),
with Presidential, which Loan Amendment among other things, (1) added Alpha as co-borrowers, (2) increased the line of credit available
to the Janel Borrowers (including Alpha) from $3.5 million to $5.0 million and (3) increased the advance rate from 70% to 85%.
On September 25, 2014 there was a Second Amendment and the Presidential Facility was temporarily increased to $5.5 million and
on October 9, 2014, there was a Third Amendment whereby the Presidential Facility was increased to $7.0 million. On August 18,
2015, there was a Fourth Amendment, whereby the Presidential Facility was increased to $10.0 million. The Janel Borrowers can now
borrow up to $10.0 million limited to 85% of the Janel Borrowers’ aggregate outstanding eligible accounts receivable, subject
to adjustment as set forth in the Loan and Security Agreement. Interest will accrue at an annual rate equal to five percent above
the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time to time, or (b) 3.25%. The Janel Borrowers’
obligations under the Presidential facility are secured by all of the assets of the Janel Borrowers. 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. The Presidential Facility will expire on March 27, 2018 (subject to earlier termination as provided
in the Loan and Security Agreement) unless renewed. On September 14, 2015, $2,500,000 of the Presidential Facility was used to
acquire Liberty International. As of September 30, 2015, there were outstanding borrowings of $5,983,111 under the Presidential
Facility (which represented 59.8% of the amount available thereunder) out of a total amount available for borrowing under the Presidential
Facility of approximately $10,000,000.
Working Capital Requirements.
The Company’s cash needs are currently met by the Presidential Facility and cash on hand. As of September 30, 2015, the
Company had $3,591,325 available under its $10.0 million Presidential Facility and $942,748 in cash. We believe that our current
financial resources will be sufficient to finance our operations and obligations (current and long-term liabilities) for the long
and short terms. However, our actual working capital needs for the long and short terms will depend upon numerous factors, including
our operating results, the cost associated with growing the Company either internally or through acquisition, competition, and
the availability under our revolving credit facility, none of which can be predicted with certainty. If our cash flow and available
credit are not sufficient to fund our working capital, the Company’s operations will be materially negatively impacted.
Current
Outlook
Our results of
operations are affected by the general economic cycle, particularly as it influences global trade levels and specifically the
import and export activities of our Janel Group business’s various current and prospective customers. Historically, the
Company’s quarterly results of operations have been subject to seasonal trends which have been the result of, or
influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions, the growth and
diversification of its international network and service offerings, and other similar and subtle forces. We cannot accurately
forecast many of these factors nor can we estimate accurately the relative influence of any particular factor and, as a
result, there can be no assurance that historical patterns, if any, will continue in future periods. In December 2015, JGI
was notified by its freight forwarding logistics customer which accounted for 24% of our total revenues in fiscal 2015 that
the customer intends to transition a significant portion of its business to another freight forwarder. JGI is aggressively
seeking to retain as much of this business as possible while undertaking cost actions to minimize the profit impact of any
business loss. Further, JGI is aggressively pursuing a business development strategy with the goal of replacing any lost
business with other customers.
We are progressing with
the implementation of a business plan and strategy to grow our revenue and profitability for fiscal 2016 and beyond through several
avenues. Our strategy for further growth includes plans to: open, as warranted, additional Janel Group branch offices domestically
and/or outside the continental United States; introduce additional revenue streams for Janel Group’s existing headquarters
and branch locations; expand Janel Group’s existing sales force by hiring additional commission-only sales representatives
with established customer bases; increase Janel Group’s focus on growing revenue related to export activities; evaluate direct
entry into the trucking and warehouse distribution business as a complement to the services already provided to existing Janel
Group customers; seek out and pursue privately held transportation-related firms which may ultimately lead to their acquisition
by the Company; and continue our focus on containing current and prospective overhead and operating expenses, particularly with
regard to the efficient integration of any additional offices or acquisitions.
In addition to growing
our global freight forwarding and logistics businesses organically and by completing acquisitions, we may seek to grow Janel by
entering new areas through acquisitions of companies engaged in other businesses. Our acquisition strategy focuses on strong and
capable management teams, attractive existing business economics and businesses with stable and predictable earnings power that
can be purchased at a reasonable price.
Certain elements of our
profitability and growth strategy, principally proposals for acquisition and accelerating our revenue growth, are contingent upon
the availability of adequate financing on terms acceptable to the Company. On September 10, 2014 the Company sold 250,000
shares of the Company’s Series C Cumulative Preferred Stock for $2,500,000 (Refer to Note 8A to the Consolidated Financial
Statements) and used the proceeds to acquire Alpha. On September 24, 2014 the Company sold 25,000 shares of the Company’s
Series C Cumulative Preferred Stock for $250,000 (Refer to Note 8A to the Consolidated Financial Statements) and used the proceeds
for general working capital purposes. Without adequate equity and/or debt financing, the implementation of significant aspects
of the Company’s strategic growth plan may be deferred beyond the originally anticipated timing, and the Company’s
operations will be materially negatively impacted.
Critical
Accounting Policies and Estimates
Management’s Discussion
and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and assumptions about future events that affect the amounts
reported in the financial statements and accompanying notes. Since future events and their effects cannot be determined with absolute
certainty, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates,
and such difference may be material to the financial statements. The most significant accounting estimates inherent in the preparation
of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are
not readily apparent from other sources, primarily allowance for doubtful accounts, accruals for transportation and other direct
costs, accruals for cargo insurance, and deferred income taxes. Management bases its estimates on historical experience and on
various assumptions which are believed to be reasonable under the circumstances. We reevaluate these significant factors as facts
and circumstances change. Historically, actual results have not differed significantly from our estimates. These accounting policies
are more fully described in Note 1 of the Notes to the Consolidated Financial Statements.
Management believes that
the nature of the Company’s business is such that there are few, if any, complex challenges in accounting for operations.
Revenue recognition is considered the critical accounting policy due to the complexity of arranging and managing global logistics
and supply-chain management transactions.
Revenue Recognition
A. Full-Service Cargo Transportation Logistics
Management
Revenues are derived from
airfreight, ocean freight and custom brokerage services. The Company’s Janel Group business is a non-asset-based carrier
and accordingly does not own transportation assets. Janel Group 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, Janel Group 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 for carrying the shipments when Janel Group acts as a freight consolidator. Ocean freight revenues include the charges
for carrying the shipments when Janel Group acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, Janel Group is
acting as an indirect carrier. When acting as an indirect carrier, Janel Group 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, Janel Group 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 Janel Group 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
Janel Group 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 provide 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 Janel Group may perform multiple services including destination break bulk and
value added services such as local transportation, distribution services and logistics management. Each of these services has separate
fee that is recognized as revenue upon completion of the service.
Customers will frequently
request an all-inclusive rate for a set of services that 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 services when provided under an all-inclusive rate are done in an objective manner on a fair value basis
in accordance with Emerging Issues Task Force (EITF) 00-21, “Revenue Arrangements with Multiple Deliverables.”
Estimates
While judgments and estimates
are a necessary component of any system of accounting, the Company’s use of estimates is limited primarily to the following
areas that in the aggregate are not a major component of the Company’s consolidated statements of comprehensive loss:
| a. | accounts receivable valuation; |
| b. | the useful lives of long-term assets; |
| c. | the accrual of costs related to ancillary services the Company provides; |
| d. | accrual of tax expense on an interim basis; |
| e. | deferred tax valuation allowance; and |
Management believes that
the methods utilized in all of these areas are non-aggressive in approach and consistent in application. Management believes that
there are limited, if any, alternative accounting principles or methods which could be applied to the Company’s transactions.
While the use of estimates means that actual future results may be different from those contemplated by the estimates, the Company
believes that alternative principles and methods used for making such estimates would not produce materially different results
than those reported.
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.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The financial statements
and supplementary data required by this Item 8 are included in our Consolidated Financial Statements and set forth in the pages
indicated in Item 15(a) of this Annual Report.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain a system of
disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed
by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended (“Exchange Act”),
is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission, and is accumulated and communicated to management in a timely manner. Our Chief Executive Officer and Chief
Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this
annual report, and have concluded that the system is effective.
Management’s Annual Report on Internal
Control over Financial Reporting
Our management, including
our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted
accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that: (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with US GAAP, and that the Company’s receipts and expenditures are being made only
in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures
may deteriorate.
Our Chief Executive Officer
and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based
on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial
reporting was effective as of September 30, 2015.
This annual report does
not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the
exemption provided to issuers that are neither “large accelerated filers” nor “accelerated filers” under
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control Over Financial
Reporting
There have been no changes
in our internal control over financial reporting during the fourth quarter of fiscal 2015 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Directors and Executive Officers
The executive officers
and directors of the Company are as follows:
Name |
Age |
Position |
|
|
|
Brendan J. Killackey |
41 |
President, Chief Executive Officer and Director |
|
|
|
Brian Aronson |
46 |
Chief Financial Officer |
|
|
|
William J. Lally |
62 |
President of Janel Group’s Midwest Region |
|
|
|
Vincent Iacopella |
48 |
President of Janel Group’s West Region |
|
|
|
John J. Gonzalez, II |
65 |
President of Janel Group’s East Region |
|
|
|
Daniel T. Petrosini |
57 |
President of Janel Group’s President Container Lines Division |
|
|
|
Karen Kenney |
49 |
President of Janel Group’s Liberty International Division |
|
|
|
Dominique Schulte |
42 |
Director |
|
|
|
Gerard van Kesteren |
66 |
Director |
Brendan J. Killackey
was elected to the Board in September 2014 and appointed CEO in February 2015. Since 2001, Mr. Killackey has been the owner of
Progressive Technology Partners, LLC, a technology consultancy based in New York City specializing in website services. With the
industry’s and Janel Group’s increasing reliance on technology to service its customers, Mr. Killackey’s background
and experience are valuable to the Company, and, therefore, he is well-qualified to serve as a member of the Company’s Board.
Brian Aronson
has served as Chief Financial Officer since September 2015. Since February 2011, Mr. Aronson has been Principal of Brian Aronson,
LLC, a financial advisory and consulting firm specializing in change management and continuous improvement. From 2006 until 2011,
Mr. Aronson was a Director of Capstone Advisory Group. Mr. Aronson’s experience spans 24 years in various financial and operational
management functions. Mr. Aronson has advised the Company on financial controls and processes since March 2015.
William J. Lally
has been the President of Janel Group's Midwest Region since February 2015. Prior to that, Mr. Lally served as Chief Executive
Officer and Director of the Company. Mr. Lally has been employed by Janel since 1975, first in New York and later in Chicago, Illinois.
Vincent Iacopella
has been the President of Janel Group's West Region since February 2015. Prior to that, Mr. Iacopella was the Chief Operating
Officer and a Director of the Company, and prior to that, was Managing Director of The Janel Group of Los Angeles since 2004.
Mr. Iacopella is chairman of the board of directors of Los Angeles Customs Brokers Freight Forwarders Association, president of
The Pacific Coast Council of Customs Brokers and Freight Forwarders Associations, Inc., and is Trade Co-Chair of the 14th
Customs Advisory Committee for Commercial Operations (COAC).
John J. Gonzalez,
II has been President of Janel’s East Region since February 2015. Prior to that, he was Senior Managing Director of Janel
Group, following the August 2014 purchase by the Company of Alpha International and President Container Lines (“Alpha/PCL”),
which he co-founded in 1979. Mr. Gonzalez has been involved in the transportation business since 1969. He held a management position
with the Barthco Group for ten years prior to co-founding Alpha/PCL.
Daniel T. Petrosini
has been President of the Company’s President Container Lines division since the August 2014 purchase by the Company of Alpha
International and President Container Lines (“Alpha/PCL”), which he co-founded with John J. Gonzalez, II in 1979. In
addition to his duties with PCL, Mr. Petrosini acts as branch manager of the Company’s Edison, New Jersey location. Mr. Petrosini
is a licensed customs broker. He has conducted seminars for the U.S. Department of Commerce Department and private industry groups.
Karen Kenney has
been President of the Company’s Liberty division since the August 2015 purchase by the Company of Liberty. Prior to that,
Ms. Kenney served as Chief Operations Officer of Liberty since 2008. She is a 30-year employee of Liberty. Ms. Kenney is a founding
member and current Chairman of the Coalition of New England Companies for Trade. She serves on the Advisory Board to the International
Maritime Business Department at the Massachusetts Maritime Academy.
Dominique Schulte
has served as a Director of Janel since November 2015. From 1999 through 2009 Ms. Schulte practiced law at Simpson Thacher &
Bartlett LLP in New York, where she specialized in corporate and securities law. Ms. Schulte is the managing member of Oaxaca Group,
LLC (“Oaxaca”). Pursuant to the terms of the Securities Purchase Agreement dated October 6, 2013, entered into between
the Company and Oaxaca (the “Securities Purchase Agreement”), the Company agreed to appoint up to two candidates nominated
by Oaxaca to become members of the Company’s Board of Directors, and Ms. Schulte was appointed to the Board in accordance
with the terms of the Securities Purchase Agreement. Ms. Schulte is well-qualified to serve as a member of the Company’s
Board based on her extensive experience.
Gerard van Kesteren
has served as a Director of Janel since November 2015. From 1999 until 2014, Mr. van Kesteren served as the Chief Financial
Officer of Kuehne + Nagel Group, an international freight forwarder and leading global provider of innovative and fully integrated
supply chain solutions. Mr. van Kesteren also serves as a director of Gategroup Holding AG since April 2015. Mr. van Kesteren
is well-qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding
and logistics industry.
Directors hold office
until the next annual meeting of shareholders and thereafter until their successors have been duly elected and qualified. The executive
officers are elected by the Board of Directors on an annual basis and serve under the direction of the board. Executive officers
devote all of their business time to the Company’s affairs.
Board of Directors
Board of Directors.
During the fiscal year ended September 30, 2015, the Board of Directors met three times. No incumbent director attended fewer than
75% of the total number of meetings of the Board of Directors of the Company held during the year.
Committees. Our
Board of Directors has not established any committees. There is no Audit Committee, Compensation Committee, or Nominating Committee,
or any committee performing similar functions, and no charters have been adopted with respect to these functions. The functions
which would have been assigned to those committees are undertaken by the entire board as a whole.
Audit Function.
In its audit function, the Board oversees the Company’s accounting, financial reporting and internal control functions and
the audit of the Company’s financial statements. The audit responsibilities include, among others, direct responsibility
for hiring, firing, overseeing the work of and determining the compensation for the Company’s independent auditors. The Board
does not include an “audit committee financial expert” (as defined in applicable Securities and Exchange Commission
(SEC) rules), because the Board believes that the benefits provided by the addition to the Board of an individual who meets the
SEC criteria at this time do not justify the cost of retaining such an individual.
Nominating Function.
The Company’s full Board of Directors acts as a nominating committee for the annual selection of its nominees for election
as directors. The Board believes that the interests of the Company’s stockholders are served by relegating the nominations
process to the full Board. While the Board of Directors will consider nominees recommended by stockholders, it has not actively
solicited recommendations from the Company’s stockholders for nominees, nor established any procedures for this purpose.
In considering prospective nominees, the Board of Directors will consider the prospect’s relevant financial and business
experience, familiarity with and participation in the Company’s industry and market area, the integrity and dedication of
the prospect and other factors the Board deems relevant. The Board of Directors will apply the same criteria to nominees recommended
by stockholders as those recommended by the full Board.
Compensation Function.
The Company’s full Board of Directors acts as a compensation committee for the Company. The Board believes that, due to the
size of the Company and its management team, the interests of the Company’s stockholders are served by relegating the compensation
process to the full Board.
The primary objective
of our compensation and benefits program is to attract, motivate and retain our quality executive talent, and support our business
goals within the limits arising out of the Company’s revenue and profitability. Our executive compensation structure is comprised
of and limited to a small group of only five executives, and the amount of their compensation is principally based on the available
funds and the achievement of our goals for growth and profitability.
Our compensation approach
is necessarily tied to our stage of development as a company. Historically, our Company is one of the smaller freight logistics
businesses whose securities are traded in the public market, with the result that our compensation program is limited to cash compensation
depending upon the funds available, and is lower than the level of compensation of the public companies in our business group.
Our Board of Directors reviews and approves executive compensation, bonus, and benefits policies on a case-by-case basis, often
based on the recommendation of our Chief Executive Officer’s subjective assessment of the funding reasonably available for
executive compensation.
Director Compensation
Our directors are reimbursed
for their reasonable expenses as members of the Board of Directors, but for the fiscal year ended September 30, 2015 did not receive
any compensation for serving as such.
Code of Ethics
Due to its small size,
the Company has not yet adopted a code of ethics.
Communications with the Board
Any shareholder desiring
to contact the Board, or any specific director(s), may send written communications to: Board of Directors (Attention: (Name(s)
of director(s), as applicable)), c/o the Company’s Secretary, 303 Merrick Road, Suite 400, Lynbrook, New York 11563. Any
proper communication so received will be processed by the Secretary. If it is unclear from the communication received whether it
was intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) use his judgment
to determine whether such communication should be conveyed to the Board or, as appropriate, to the member(s) of the Board named
in the communication.
Leadership Structure and Risk Oversight
While the Board believes
that there are various structures which can provide successful leadership to the Company, the Company’s executive functions
are carried out by the Company’s President and Chief Executive Officer who serves on the Company’s Board of Directors
and, together with the other directors, brings experience, oversight and expertise to the management of the Company. The Board
believes that, due to the small size of the Company, this leadership structure best serves the Company and its stockholders.
Management is responsible
for the day-to-day management of risks the Company faces, while the Board, as a whole has responsibility for the oversight of risk
management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed
and implemented by management are adequate and functioning as designed. To do this, management discusses with the Board members
strategy and the risks facing the Company.
Compliance with Section 16(a) of the Exchange
Act
Section 16(a) of the Securities
Exchange Act, as amended, requires that the Company’s directors and executive officers and each person who owns more than
10% of the Company’s Common Stock, file with the Securities and Exchange Commission in a timely manner an initial report
of beneficial ownership and subsequent reports of changes in beneficial ownership of the Shares. To the Company’s knowledge,
all reports are up to date.
Audit Committee Report
The Board of Directors
in its audit function has reviewed and discussed with management the annual audited financial statements of the Company and its
subsidiaries.
The Board of Directors
in its audit function has discussed with Paritz & Company, P.A., the independent auditors for the Company for the fiscal year
ended September 30, 2015, the matters required to be discussed by Statement on Auditing Standards 61, as amended, as adopted by
the Public Company Accounting Oversight Board in Rule 3200T. The Board has received the written disclosures and the letter from
the independent auditors required by Rule 3526, Communication with Audit Committees Concerning Independence, as adopted by the
Public Company Accounting Oversight Board and has discussed with the independent auditors the independent auditors’ independence.
Based on the foregoing
review and discussions, the Board of Directors approved the inclusion of the audited financial statements in the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2015 for filing with the Securities and Exchange Commission.
|
The Board of Directors |
|
Brendan J. Killackey |
|
Dominique Schulte |
|
Gerard van Kesteren |
| ITEM 11. | EXECUTIVE COMPENSATION |
Introduction
The individuals who served
as the Company’s principal executive officer during the fiscal year ended September 30, 2015, two individuals (other than
principal executive officers) who were the Company’s most highly compensated executive officers as of September 30, 2015,
and up to two additional individuals who were the Company’s most highly compensated employees whose total compensation during
the fiscal year exceeded $100,000 (listed in the Summary Compensation Table below), are referred to in the following discussion
as the “named executive officers.” The following executive compensation tables and related narrative describe the compensation
awarded to, earned by or paid to the named executive officers for services provided to the Company during the fiscal years ended
September 30, 2015 and 2014.
Employment Agreements
On September 10, 2014,
in connection with the acquisition of Alpha, the Company entered into an employment agreement with John Joseph Gonzalez II to serve
as a Senior Managing Director of the Company’s Northeast Region. The initial term of the employment agreement ends on September
10, 2017, and thereafter will renew for 1-year terms unless either party provides notice that it does not wish to renew. The Company
will pay Mr. Gonzalez an annual salary of $200,000. The employment agreement also provides that Mr. Gonzalez is entitled to typical
employee benefits and contains customary restrictive covenants.
Long-Term Incentive Plan Awards
We do not have any long-term
incentive plans that provide compensation intended to serve as incentive for performance.
The
Company maintains three contributory 401(k) plans covering substantially all full-time employees. The 401(k) plans provide for
participant contributions of up to 25%, 40% and 50% of annual compensation (not to exceed the IRS limit), as defined by the plan.
The Company contributes an amount equal to 25%, 40% and 50% of the participant’s first 5%, 4% and 6% of contributions.
The Company’s contributions to the plan on behalf of named executive
officers are included in the “All Other Compensation” column in the “Summary Compensation Table” below.
Summary Compensation Table
The following table sets
forth information regarding the total compensation paid or earned by the named executive officers as compensation for their services
in all capacities during the fiscal years ended September 30, 2015 and 2014.
Name
and Principal
Position (a) | |
Year (b) | |
Base
Salary $ (c) | | |
Bonus $ (d) | | |
Stock
Awards $ (e) | | |
Option
Awards $ (f) | | |
All
Other Compensation $
(i) | | |
Total $ (j) | |
Brendan
J. Killackey | |
2015 | |
| 8,333 | | |
| 0 | | |
| 20,000 | | |
| 15,450 | | |
| 0 | | |
| 43,783 | |
President and CEO | |
2014 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
William
J. Lally, Sr. | |
2015 | |
| 125,000 | | |
| 30,729 | | |
| 0 | | |
| 0 | | |
| 44,695 | (1) | |
| 200,424 | |
President,
Midwest Region | |
2014 | |
| 125,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 53,532 | (1) | |
| 178,532 | |
Vincent
Iacopella | |
2015 | |
| 153,000 | | |
| 22,322 | | |
| 0 | | |
| 0 | | |
| 15,433 | (2) | |
| 190,756 | |
President, West Region | |
2014 | |
| 153,000 | | |
| 22,218 | | |
| 0 | | |
| 0 | | |
| 16,394 | (2) | |
| 191,612 | |
Philip J. Dubato | |
2015 | |
| 236,138 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 17,594 | (3) | |
| 253,732 | |
former EVP of Finance
and CFO | |
2014 | |
| 175,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 18,000 | (3) | |
| 193,000 | |
John J. Gonzalez, II | |
2015 | |
| 201,795 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 35,288 | (4) | |
| 237,083 | |
President, East Region | |
2014 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| (1) | Includes $16,631 and $22,541 for automobile and automobile-related costs, including insurance,
incurred on behalf of such individual for each of the fiscal years ended 2015 and 2014, respectively, and $28,063 and $30,991 of
medical insurance premiums paid on behalf of such individual for fiscal year ended 2015 and 2014, respectively. |
| (2) | Includes $5,433and $4,761 of medical insurance premiums paid on behalf of such individual for each
of the fiscal years ended 2015 and 2014, respectively, and $10,000 and $11,633 for automobile and automobile-related costs, including
insurance, incurred on behalf of such individual, for each of the fiscal years ended 2015 and 2014, respectively. |
| (3) | Includes $11,000 and $12,000 of medical insurance premiums reimbursed on behalf of such individual
for each of the fiscal years ended 2015 and 2014, respectively, and $5,500 and $6,000 for an automobile allowance for each of the
fiscal years ended 2015 and 2014, respectively. |
| (4) | Includes $8,036 of medical insurance premiums paid on behalf of such individual for the fiscal
year ended 2015, and $24,753 for automobile and automobile-related costs, including insurance, incurred on behalf of such individual,
for the fiscal year ended 2015, and $2,500 of 401K paid on behalf of such individual for the fiscal year ended 2015. |
Savings and Stock Option Plans
401(k) and Profit-Sharing
Plan.
The Company maintains an
Internal Revenue Code Section 401(k) salary deferral savings and profit-sharing plans (the “401K Plans”) for all of
its eligible employees who have been employed for at least one year and are at least 21 years old. Subject to certain limitations,
the 401K Plans allows participants to voluntarily contribute up to 15% of their pay on a pre-tax basis. Under the 401K Plans, the
Company may make matching contributions on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s
first 5%, 4% or 6% of compensation contributed as Elective Deferrals in the year. All participants are fully vested in their accounts
in the 401K Plan with respect to their salary deferral contributions, and are vested in company matching contributions over a seven-,
five- or five-year employment term.
Stock Option Plans.
On October 30, 2013, the
Board of Directors adopted the Janel World Trade, Ltd. 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. To date, 84,000 options have been granted under the 2013 Option Plan.
The exercise price and
other terms of any nonqualified option granted under the 2013 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.
On September 10, 2014,
pursuant to the employment agreement with John Joseph Gonzalez II, the principal of Alpha, and in consideration of his acceptance
of employment with the Company, the Company granted to Mr. Gonzalez the option to purchase 40,000 shares of the Company’s
common stock at a purchase price of $4.25 per share. The option vests in three installments: On each of September 10, 2015 and
2016, the option becomes exercisable with respect to 13,333 shares and on September 10, 2017, the option becomes exercisable with
respect to the remaining 13,334 shares. Upon termination of Mr. Gonzalez’s employment, all unvested options terminate immediately
and all unexercised options may be exercised for 90 days thereafter, except that if Mr. Gonzalez is terminated for cause as defined
in the employment agreement or if Mr. Gonzalez accepts employment with a competitor of the Company without the Company’s
consent, then all unexercised options terminate immediately.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following tables set
forth information concerning beneficial ownership of shares of Common Stock outstanding as of September 30, 2015. For purposes
of calculating beneficial ownership, Rule 13d-3 of the Securities Exchange Act requires inclusion of shares of Common Stock that
may be acquired within sixty days of the stated date. Unless otherwise indicated in the footnotes to a table, beneficial ownership
of shares represents sole voting and investment power with respect to those shares.
Certain Beneficial Owners
The following table reflects
the names and addresses of the only persons known to the Company to be the beneficial owners of 5% or more of the Shares outstanding
as September 30, 2015.
Name and Address of Beneficial Owner | |
Shares Beneficially Owned | | |
Percent of Class | |
Oaxaca Group LLC 68 Bank Street New York, NY 10014 | |
| 403,846 | (1) | |
| 43.4 | % |
James N. Jannello 303 Merrick Road, Suite 400 Lynbrook, New York 11563 | |
| 110,000 | (2) | |
| 11.8 | % |
John J. Gonzalez II 303 Merrick Road, Suite 400 Lynbrook, New York 11563 | |
| 73,333 | (3) | |
| 7.9 | % |
| (1) | Includes 153,846 shares that are owned of record by Oaxaca Group, LLC and warrants to purchase
250,000 shares of common stock owned by Oaxaca Group, LLC. |
| (2) | All of these shares are owned of record. |
| (3) | Includes 60,000 shares that are owned of record and options to purchase 13,333 shares of common. |
Management
The following table sets
forth information with respect to the beneficial ownership of the shares of Common Stock as of December 18, 2015 by (i) each executive
officer of the Company named in the Summary Compensation Table included elsewhere in this Annual Report, (ii) each current director
and each nominee for election as a director and (iii) all directors and executive officers of the Company as a group. An asterisk
(*) indicates ownership of less than 1%.
Name of Beneficial Owner | |
Shares Beneficially Owned | | |
Percent of Class | |
Dominique Schulte | |
| 403,846 | (1) | |
| 43.4 | % |
John J. Gonzalez II | |
| 73,333 | (2) | |
| 7.9 | % |
William J. Lally | |
| 34,000 | (3) | |
| 3.7 | % |
Vincent Iacopella | |
| 34,000 | (4) | |
| 3.7 | % |
Brendan J. Killackey | |
| 1,667 | (5) | |
| 0.2 | % |
All directors and executive officers as a group (5 persons) | |
| 546,846 | | |
| 58.9 | % |
| (1) | Includes 153,846 shares that are owned of record by Oaxaca Group, LLC and warrants to purchase
250,000 shares of common stock owned by Oaxaca Group, LLC. |
| (2) | Includes 60,000 shares that are owned of record and options to purchase 13,333 shares of common
stock. |
| (3) | Includes 20,000 shares that are owned of record and options to purchase 14,000 shares of common
stock. |
| (4) | Represents options to purchase common stock. |
| (5) | Represents options to purchase common stock. |
Equity Compensation Plan Information
The following table provides
information, as of September 30, 2015, with respect to all compensation arrangements maintained by the Company under which shares
of Common Stock may be issued:
Plan Category | |
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 (excluding securities reflected in column (a) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity compensation plans not approved by security holders: | |
| | | |
| | | |
| | |
2013 Stock Option Plan | |
| 70,000 | | |
$ | 3.34 | | |
| 16,000 | |
John Joseph Gonzalez II - Options | |
| 40,000 | | |
$ | 4.25 | | |
| 0 | |
Oaxaca Group LLC - Warrants | |
| 250,000 | | |
$ | 4.00 | | |
| 0 | |
Total | |
| 360,000 | | |
$ | 3.90 | | |
| 16,000 | |
| ITEM 13. | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE |
We are not currently subject
to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent” and, as a result, we are not at this time required to (and we do not) have
our Board of Directors comprised of a majority of “Independent Directors.” Our Board of Directors has considered the
independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace
Rule 5605(a)(2). In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making
its determination as to the independence of its directors. After such review, the Board of Directors has determined that Gerard
van Kesteren qualifies as independent under the requirements of the Nasdaq listing standards.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The firm of Paritz &
Company, P.A. (the “Auditor”) has served as the Company’s independent public accountants since 2002. The following
is a description of the fees billed to the Company by the Auditor during the fiscal years ended September 30, 2015 and 2014:
Audit Fees
Audit fees include fees
paid by the Company to the Auditor in connection with the annual audit of the Company’s consolidated financial statements,
and review of the Company’s interim financial statements. Audit fees also include fees for services performed by the Auditor
that are closely related to the audit and in many cases could only be provided by the Auditor. Such services include consents related
to SEC and other regulatory filings. The aggregate fees billed to the Company by the Auditor for audit services rendered to the
Company for the years ended September 30, 2015 and 2014 totaled $73,000 and $63,000, respectively.
Audit Related Fees
Audit related services
include due diligence services related to accounting consultations, internal control reviews, and employee benefit plan audits.
The Auditor did not bill any fees for audit related services rendered to the Company for 2015 and 2014.
Tax Fees
Tax fees include corporate
tax compliance, counsel and advisory services. The aggregate fees billed to the Company by the Auditor for the tax related services
rendered to the Company for the years ended September 30, 2015 and 2014 totaled $6,500 and $7,900, respectively.
All Other Fees
The aggregate fees billed
to the Company by the Auditor for all other fees for the year ended September 30, 2015 and 2014 totaled $25,000 and $25,100, respectively.
The “other fees” were for services related to the acquisition of Liberty for 2015 and Alpha for 2014.
Approval of Independent Auditor Services
and Fees
The Company’s Chief
Executive Officer and Chief Financial Officer review all fees charged by the Company’s independent auditors, and actively
monitor the relationship between audit and non-audit services provided. The Chief Executive Officer must pre-approve all audit
and non-audit services provided by the Company’s independent auditors and fees charged.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) 1. Financial Statements
All other schedules are omitted because they
are not applicable, are not required, or because the required information is included in the consolidated financial statements
or notes thereto.
(a) 2. Exhibits required to be filed
by Item 601 of Regulation S-K
Exhibit No.
| 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, File No.
333-60608) |
| 3.2 | Restated and Amended 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, File No. 333-60608) |
| 3.3 | Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 17, 2007 File No. 333-60608) |
| 3.4 | 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, File No. 333-60608) |
| 3.5 | Certificate of Designations of Series C Cumulative Stock (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed August 29, 2014, File No. 333-60608) |
| 3.6 | 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, File No. 333-60608) |
| 3.7 | 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, File No. 333-60608) |
| 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, File No. 333-60608) |
| 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, 2012, File No. 333-60608) |
| 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, File No. 333-60608) |
| 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, File No. 333-60608) |
| 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 14, 2014, File No. 333-60608) |
| 10.6 | Amended and Restated Demand Secured Promissory Note dated October 9, 2014 made by Janel World Trade,
Ltd. in favor of Presidential Financial Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K filed October 14, 2014, File No. 333-60608) |
| 10.7 | 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, File No. 333-60608) |
| 21 | Subsidiaries of the Registrant |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| 32.1 | Section 1350 Certifications |
| 99.1 | Press release dated December 29, 2015 |
| 101 | Interactive data files providing financial information from the Registrant’s Annual Report
on Form 10-K for the fiscal year ended September 30, 2015 in XBRL (eXtensible Business Reporting Language) pursuant to Rule
405 of Regulation S-T: (i) Consolidated Balance Sheets, September 30, 2015 and September 30, 2014, (ii) Consolidated Statements
of Operations for the years ended September 30, 2015 and 2014, (iii) Consolidated Statements of Shareholders’ Equity for
the years ended September 30, 2015 and 2014 (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2015 and
2014, and (v) Notes to Consolidated Financial Statements |
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
|
JANEL CORPORATION |
|
|
|
Date: December 29, 2015 |
By: |
/s/ Brendan J. Killackey |
|
|
Brendan J. Killackey |
|
|
President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Brendan J. Killackey |
|
President, Chief Executive |
|
December 29, 2015 |
Brendan J. Killackey |
|
Officer and Director |
|
|
|
|
|
|
|
/s/ Brian Aronson |
|
Executive Vice President of |
|
December 29, 2015 |
Brian Aronson |
|
Finance and Chief Financial |
|
|
|
|
and Accounting Officer |
|
|
|
|
|
|
|
/s/ Gerard van Kesteren |
|
Director |
|
December 29, 2015 |
Gerard van Kesteren |
|
|
|
|
|
|
|
|
|
/s/ Dominique Schulte |
|
Director |
|
December 29, 2015 |
Dominique Schulte |
|
|
|
|
Paritz
& Company, P.A. |
15
Warren Street, Suite 25
Hackensack,
New Jersey 07601
(201)342-7753
Fax:
(201) 342-7598
|
Certified
Public Accountants |
|
REPORT
OF INDEPENDENT REGISTERED ACCOUNTING FIRM
Board
of Directors
Janel
Corporation and Subsidiaries
(Formerly
known as Janel World Trade Ltd. and Subsidiaries)
Lynbrook,
New York
We
have audited the accompanying consolidated balance sheets of Janel Corporation and Subsidiaries (formerly known as Janel World
Trade Ltd. and Subsidiaries) as of September 30, 2015 and 2014 and the related consolidated statements of operations, changes
in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Janel Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) as of September 30, 2015 and
2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/Paritz
& Company, P.A
Hackensack,
New Jersey
December
23, 2015
JANEL
CORPORATION AND SUBSIDIARIES
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES)
CONSOLIDATED
BALANCE SHEETS
| |
SEPTEMBER
30, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | | |
| | |
CURRENT
ASSETS | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 942,748 | | |
$ | 664,620 | |
Accounts
receivable, net of allowance for doubtful accounts of $200,000 in 2015 and $157,999 in 2014 | |
| 13,084,846 | | |
| 8,563,522 | |
Prepaid
expenses and sundry current assets | |
| 200,708 | | |
| 221,398 | |
| |
| | | |
| | |
TOTAL
CURRENT ASSETS | |
| 14,228,302 | | |
| 9,449,540 | |
Property
and equipment, net (Note 3) | |
| 77,492 | | |
| 16,650 | |
OTHER
ASSETS: | |
| | | |
| | |
Intangible
assets, net (Note 4) | |
| 9,302,653 | | |
| 7,171,625 | |
Security
deposits | |
| 103,258 | | |
| 76,720 | |
TOTAL
OTHER ASSETS | |
| 9,405,911 | | |
| 7,248,345 | |
| |
| | | |
| | |
TOTAL
ASSETS | |
$ | 23,711,705 | | |
$ | 16,714,535 | |
| |
| | | |
| | |
LIABILITIES AND
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
CURRENT
LIABILITIES | |
| | | |
| | |
Note
payable - bank (Note 5) | |
$ | 5,983,111 | | |
$ | 4,003,385 | |
Accounts
payable – trade | |
| 11,901,042 | | |
| 8,037,086 | |
Accrued
expenses and other current liabilities | |
| 860,480 | | |
| 314,889 | |
Current
portion of long-term debt – related party (Note 6), net of imputed interest of $4,040 in 2015 and $32.932 in
2014 | |
| 495,960 | | |
| 467,068 | |
| |
| | | |
| | |
TOTAL
CURRENT LIABILITIES | |
| 19,240,593 | | |
| 12,822,428 | |
OTHER
LIABILITIES: | |
| | | |
| | |
Long-term
debt – related party (Note 6), net of imputed interest of $81,161 in 2015 and $134,596
in 2014 | |
| 918,839 | | |
| 865,404 | |
Deferred
compensation (Note 1) | |
| 78,568 | | |
| 78,568 | |
TOTAL
OTHER LIABILITIES | |
| 997,407 | | |
| 943,972 | |
| |
| | | |
| | |
STOCKHOLDERS’
EQUITY: | |
| | | |
| | |
Preferred Stock,
$0.001 par value; 100,000 shares authorized: | |
| | | |
| | |
Series
A; 20,000 shares authorized; 20,000 shares and 20,000 shares issued and outstanding, respectively | |
| 20 | | |
| 20 | |
Series
B; 5,700 shares authorized; 1,271 shares and 1,271 shares issued and outstanding, respectively | |
| 1 | | |
| 1 | |
Series
C; 7,000 shares authorized; 5,500 shares issued and outstanding | |
| 6 | | |
| 6 | |
Common
Stock. $0.001 par value; 4,500,000 shares authorized; 573,951 and 554,211 shares issued and outstanding, respectively | |
| 574 | | |
| 554 | |
Paid-in
Capital | |
| 8,435,667 | | |
| 8,307,962 | |
Retained
earnings (deficit) | |
| (4,962,563 | ) | |
| (5,360,408 | ) |
STOCKHOLDERS’
EQUITY (Note 8) | |
| 3,473,705 | | |
| 2,948,135 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 23,711,705 | | |
$ | 16,714,535 | |
The
accompanying notes are an integral part of these consolidated financial statements
JANEL
CORPORATION AND SUBSIDIARIES
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES)
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
YEAR ENDED SEPTEMBER 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
REVENUES | |
$ | 74,740,145 | | |
$ | 47,940,095 | |
| |
| | | |
| | |
COSTS AND EXPENSES: | |
| | | |
| | |
Forwarding expenses | |
| 63,141,275 | | |
| 41,390,621 | |
Selling, general and administrative | |
| 10,060,666 | | |
| 6,646,604 | |
TOTAL COSTS AND EXPENSES | |
| 73,201,941 | | |
| 48,037,225 | |
| |
| | | |
| | |
OPERATING INCOME (LOSS) | |
| 1,538,204 | | |
| (97,130 | ) |
| |
| | | |
| | |
OTHER ITEMS: | |
| | | |
| | |
Interest expense, net of interest and dividend income | |
| (504,445 | ) | |
| (144,239 | ) |
| |
| | | |
| | |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |
| 1,033,759 | | |
| (241,369 | ) |
Income taxes (Note 9) | |
| (150,000 | ) | |
| (22,000 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |
| 883,759 | | |
| (263,369 | ) |
Loss from discontinued operations, net of taxes (Note 7) | |
| (244,039 | ) | |
| (71,824 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) | |
| 639,720 | | |
| (335,193 | ) |
Preferred stock dividends (Note 8) | |
| (241,875 | ) | |
| (27,262 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | |
$ | 397,845 | | |
$ | (362,455 | ) |
Income (Loss) per share from continuing operations: | |
| | | |
| | |
Basic | |
$ | 1.58 | | |
$ | (.46 | ) |
Diluted | |
$ | 1.49 | | |
$ | (.45 | ) |
Income (Loss) per share from discontinued operations: | |
| | | |
| | |
Basic | |
$ | (.44 | ) | |
$ | (.13 | ) |
Diluted | |
$ | (.41 | ) | |
$ | (.13 | ) |
Income(Loss) per share available to common shareholders: | |
| | | |
| | |
Basic | |
$ | .71 | | |
$ | (.67 | ) |
Diluted | |
$ | .67 | | |
$ | (.63 | ) |
Basic weighted average number of shares outstanding | |
| 559,411 | | |
| 541,559 | |
Fully diluted weighted average number of shares outstanding | |
| 592,116 | | |
| 574,264 | |
The
accompanying notes are an integral part of these consolidated financial statements
JANEL
CORPORATION AND SUBSIDIARIES
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES)
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| |
| | |
| | |
| | |
| | |
ADDITIONAL | | |
| | |
| |
| |
CAPITAL STOCK | | |
| | |
PREFERRED STOCK | | |
| | |
PAID-IN | | |
RETAINED | | |
| |
| |
SHARES | | |
$ | | |
SHARES | | |
$ | | |
CAPITAL | | |
EARNINGS | | |
TOTAL | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance - 9/30/13 | |
| 400,358 | | |
$ | 400 | | |
| 21,271 | | |
$ | 21 | | |
$ | 4,818,272 | | |
$ | (4,997,953 | ) | |
$ | (179,260 | ) |
Net (Loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (335,193 | ) | |
| (335,193 | ) |
Dividends to preferred shareholders | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (27,262 | ) | |
| (27,262 | ) |
Common stock issuance | |
| 153,846 | | |
| 154 | | |
| - | | |
| - | | |
| 499,846 | | |
| - | | |
| 500,000 | |
Stock options issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| 239,850 | | |
| - | | |
| 239,850 | |
Preferred stock issuance | |
| - | | |
| - | | |
| 5,500 | | |
| 6 | | |
| 2,749,994 | | |
| - | | |
| 2,750,000 | |
Balance - 9/30/14 | |
| 554,204 | | |
$ | 554 | | |
| 26,771 | | |
$ | 27 | | |
$ | 8,307,962 | | |
$ | (5,360,408 | ) | |
$ | 2,948,135 | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 639,720 | | |
| 639,720 | |
Dividends to preferred shareholders | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (241,875 | ) | |
| (241,875 | ) |
Stock options issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62,225 | | |
| - | | |
| 62,225 | |
Common stock issuance as compensation | |
| 5,715 | | |
| 6 | | |
| - | | |
| - | | |
| 19,994 | | |
| - | | |
| 20,000 | |
Stock options exercised | |
| 14,000 | | |
| 14 | | |
| - | | |
| - | | |
| 45,486 | | |
| - | | |
| 45,500 | |
Balance - 9/30/15 | |
| 573,919 | | |
$ | 574 | | |
| 26,771 | | |
$ | 27 | | |
$ | 8,435,667 | | |
$ | (4,962,563 | ) | |
$ | 3,473,705 | |
The
accompanying notes are an integral part of these consolidated financial statements
JANEL
CORPORATION AND SUBSIDIARIES
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
YEAR ENDED SEPTEMBER 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
OPERATING ACTIVITIES: | |
| | | |
| | |
Net Income (loss) | |
$ | 639,720 | | |
$ | (335,193 | ) |
Plus loss from discontinued operations | |
| 244,039 | | |
| 71,824 | |
| |
| | | |
| | |
Adjustments to reconcile net
loss to net cash used in operating activities: | |
| | | |
| | |
Bad debt reserve | |
| 42,001 | | |
| 291,874 | |
Depreciation and amortization | |
| 401,153 | | |
| 28,315 | |
Stock-based compensation | |
| 82,225 | | |
| 239,850 | |
Changes in operating assets
and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (1,885,983 | ) | |
| (2,250,241 | ) |
Prepaid expenses and sundry current assets | |
| 65,548 | | |
| (105,963 | ) |
Accounts payable and accrued expenses | |
| 1,481,357 | | |
| 495,647 | |
Security deposits | |
| (22,938 | ) | |
| 3,154 | |
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS | |
| 1,047,122 | | |
| (1,560,733 | ) |
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS | |
| (244,039 | ) | |
| 160,645 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | |
| 803,083 | | |
| (1,400,088 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES: | |
| | | |
| | |
Acquisition of property and equipment, net | |
| (40,540 | ) | |
| (9,152 | ) |
Acquisition of subsidiaries (Note 2) | |
| (2,494,641 | ) | |
| (4,358,773 | ) |
| |
| | | |
| | |
NET CASH USED IN INVESTING ACTIVITIES | |
| (2,535,181 | ) | |
| (4,367,925 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Dividends paid | |
| (15,000 | ) | |
| (15,000 | ) |
Proceeds, net of payments, from bank loan | |
| 1,979,726 | | |
| 2,572,049 | |
Repayments, net of proceeds, of bank loan | |
| - | | |
| - | |
Repayments of long-term debt | |
| - | | |
| - | |
Proceeds from the sale of common stock (Note 9) | |
| 45,500 | | |
| 500,000 | |
Proceeds from the sale of preferred stock (Note 9) | |
| | | |
| 2,750,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 2,010,226 | | |
| 5,807,049 | |
| |
| | | |
| | |
INCREASE IN CASH AND CASH EQUIVALENTS | |
| 278,128 | | |
| 39,036 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR | |
| 664,620 | | |
| 625,584 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS – END OF YEAR | |
$ | 942,748 | | |
$ | 664,620 | |
The
accompanying notes are an integral part of these consolidated financial statements
JANEL
CORPORATION AND SUBSIDIARIES
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
YEAR ENDED SEPTEMBER 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid during the year for: | |
| | | |
| | |
Interest | |
$ | 424,539 | | |
$ | 144,239 | |
Income taxes | |
$ | 21,971 | | |
$ | 26,236 | |
Non-cash activities: | |
| | | |
| | |
| |
| | | |
| | |
Dividends declared to preferred shareholders | |
$ | 226,875 | | |
$ | 27,262 | |
Intangible assets acquired | |
$ | 2,436,570 | | |
$ | 7,184,069 | |
Long-term debt incurred, net of imputed interest | |
$ | - | | |
$ | (1,332,472 | ) |
The
accompanying notes are an integral part of these consolidated financial statements
JANEL
CORPORATION AND SUBSIDIARIES |
(formerly
known as JANEL WORLD TRADE LTD. AND SUBSIDIARIES) |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS |
| 1 | SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES |
Business
description
Janel
Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) (“the
Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including
freight forwarding – via air, ocean and land-based carriers – custom brokerage services, warehousing and distribution
services, and other value-added logistics services. On April 15 2015 a Certificate of Amendment to The Articles of Organization
was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation.
Basis
of consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group Inc.,
The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., , PCL Transport, LLC,
Janel Alpha GP, LLC, and Liberty International Inc.; all of which are wholly owned. All intercompany transactions and balances
have been eliminated in consolidation.
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
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’s accounts at these institutions may, at times, exceed the federally insured
limits. The Company has not experienced any losses in such accounts.
Accounts
receivable and allowance for doubtful accounts receivable
The
Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses
in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition
and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company
performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required.
The
Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates
the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment,
based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to
reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional
information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also
record a general allowance as necessary.
Direct
write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise
evaluate other circumstances that indicate that the Company should abandon such efforts.
Property
and equipment 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.
Business
segment information
The
Company operates as one reportable segment which is full service cargo transportation logistics management.
Revenues
and revenue recognition
Full
service cargo transportation logistics management
Revenues
are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly,
does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing
transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers.
By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable
rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves.
Airfreight
revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean
freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating
Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company
will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn,
when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway
Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to
the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges.
Based
upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized
at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time.
Revenues
realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and
fees earned for the services performed. These revenues are recognized upon completion of the services.
Customs
brokerage and other services involves providing multiple services at destination, including clearing shipments through customs
by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers
arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the
services.
The
movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination
breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these
services has a separate fee which is recognized as revenue upon completion of the service.
Customers
will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”.
In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue
and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair
value basis.
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
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
Comprehensive
income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists
of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September
30, 2015 and 2014 there was no accumulated other comprehensive income.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.”
Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and
(ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s
financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available
positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC
Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements
and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions
for any of the reporting periods presented.
Goodwill,
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 Measurements
The
Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines
fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure
of fair value measurements.
The
estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable
and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature
of these instruments.
ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may
be used to measure fair value:
Level
1 — quoted prices in active markets for identical assets or liabilities
Level
2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level
3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Deferred
compensation
Deferred
compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount
has not changed since 1992 and was accrued during the years 1984 through 1992.
Rental
expense
Rental
expense is accounted for on the straight-line method.
Deferred
rent payable as of September 30, 2015 amounted to $7,887 and represents the excess of recognized rent expense over scheduled lease
payments and is included in accrued expenses and other current liabilities. There was no deferred rent payable as of September
30, 2014.
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
On
April 15, 2015, the Company filed with the Nevada Secretary of State: (1) a Certificate of Change Pursuant to NRS 78.209 providing
for a one-for-fifty reverse stock split (“Reverse Stock Split”), such change which took effect on April 21, 2015.
The Company issued one share of Common Stock for every fifty shares of Common Stock held as of the close of business on April
20, 2015. To avoid the issuance of fractional shares in connection with the Reverse Stock Split, if a shareholder would be entitled
to receive a fractional share, such shareholder instead receive a whole share in lieu of such fractional share.
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.
| (A) | ALPHA
INTERNATIONAL, LP. AND PCL TRANSPORT, LLC. |
On
August 18, 2014 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company,
its wholly owned subsidiaries, The Janel Group Inc., Janel Alpha GP, LLC, Alpha Logistics, LLC, Alpha International, LP (“AILP”),
PCL Transport, LLC (“PCL”), and the principal owners of AILP and PCL, John Joseph Gonzalez II and Cathleen Margaret
Gonzalez. On September 10, 2014, the Company completed the acquisition of all of the equity interests of AILP and PCL pursuant
to the terms of the EIPA. As consideration for the equity interests, the Company paid $4,358,773 to the former owners of AILP
and PCL at closing. The former owners of AILP and PCL may receive additional consideration over the next three years for their
equity interests as follows: (i) $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez
is still employed by the Company (or pro rata if the employment was terminated prior to that date); (ii) $500,000, plus an amount
equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary
of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior
to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million; and $500,000, plus an amount equal
to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary
of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior
to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million.
The
purchase price for the acquired assets was $5,691,245 consisting of $4,358,773 of cash, $1,332,472 of future cash to be paid (described
above), net of imputed interest of $167,528.
In
addition, the Company entered into an employment agreement with Mr. Gonzalez. Pursuant to the terms of the employment agreement,
Mr. Gonzalez was (i) employed by the Company at an annual salary of $200,000 plus typical employee benefits for an initial term
of three years ending September 10, 2017 and thereafter will renew for 1-year terms unless either party provides notice that it
does not wish to renew, and (ii) granted option to purchase 40,000 shares of the Company’s common stock at a purchase price
of $3.25 per share (refer to Note 8C, below). The employment agreement also contains customary restrictive covenants.
| (B) | Purchase
price allocation |
In
accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable
intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third
party.
Goodwill
represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.
The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and
profits and are not otherwise available to a marketplace participant.
The
assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition
date, September 10, 2014. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed:
| |
Fair Value | |
| |
| |
Accounts receivable, net | |
$ | 2,987,487 | |
Security deposits | |
| 19,150 | |
Prepaid expenses and other current assets | |
| 654 | |
Fixed assets | |
| 1,446 | |
Accounts payable and other liabilities | |
| (4,501,561 | ) |
Customer relationships | |
| 4,480,000 | |
Goodwill | |
| 2,704,069 | |
Purchase price | |
$ | 5,691,245 | |
| (C) | LIBERTY
INTERNATIONAL INC |
On
August 14, 2015 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company,
its wholly owned subsidiaries and the principal owners of Liberty International Inc. (“Liberty”) and its principal
Owners. The Company completed the acquisition of all of the equity interests of Liberty pursuant to the terms of the EIPA on that
day. As consideration for the equity interests, the Company paid $2,494,641 in cash to the former owners of Liberty at closing.
.
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 each for an initial term of two years ending August
13, 2017.
| (D) | Purchase
price allocation |
In
accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable
intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third
party.
Goodwill
represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.
The
assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition
date, August 14, 2015. 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 | |
The
following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2015 and 2014 as if
the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of
certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired
intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration
of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the
dates indicated, or which may occur in the future.
| |
(Unaudited) Pro Forma Results | |
| |
Year ended September 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Revenues | |
$ | 99,604,524 | | |
$ | 86,810,194 | |
| |
| | | |
| | |
Income (Loss) before income taxes | |
$ | 989,442 | | |
$ | (123,704 | ) |
| |
| | | |
| | |
Fully diluted earnings (loss) per share | |
$ | 1.67 | | |
$ | (.22 | ) |
A
summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows:
| |
September 30, | | |
|
| |
2015 | | |
2014 | | |
Life |
Furniture and fixtures | |
$ | 131,112 | | |
$ | 23,204 | | |
5-7 |
Computer equipment | |
| 61,594 | | |
| 63,531 | | |
5 |
Warehouse equipment | |
| 36,609 | | |
| - | | |
5-7 |
Leasehold improvements | |
| 13,718 | | |
| - | | |
5 |
| |
| 243,033 | | |
| 86,735 | | |
|
Less accumulated depreciation | |
| 165,541 | | |
| 70,085 | | |
|
| |
$ | 77,492 | | |
$ | 16,650 | | |
|
A
summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation
of amortization is as follows:
Customer relationships | |
$ | 4,480,000 | | |
15 years |
Goodwill | |
| 2,704,069 | | |
|
| |
| 7,184,069 | | |
|
Less accumulated amortization | |
| 12,444 | | |
|
| |
$ | 7,171,625 | | |
|
A
summary of intangible assets resulting from the Liberty acquisition and the estimated useful lives used in the computation of
amortization is as follows:
Trademarks | |
$ | 320,000 | | |
20 years |
Customer relationships | |
| 780,000 | | |
20 years |
Goodwill | |
| 1,336,570 | | |
|
| |
| 2,436,570 | | |
|
Less accumulated amortization | |
| 6,875 | | |
|
| |
$ | 2,429,695 | | |
|
A
summary of the changes in intangible assets is as follows:
| |
2015 | |
Balance – beginning of year | |
$ | 7,171,625 | |
Additions | |
| 2,436,570 | |
Amortization | |
| (305,542 | ) |
Balance – end of year | |
$ | 9,302,653 | |
On
March 27, 2014, the Company and its wholly-owned subsidiaries, entered into a Loan and Security Agreement with Presidential Financial
Corporation (“Presidential”) with respect to a three year $3.5 million (limited to the borrowing base and reserves)
revolving line of credit facility (the “Presidential Facility”) which replaces The Janel Group Inc’s previous
line of credit agreement with Community National Bank (“CNB”). On March 31, 2014, $1,282,673 of the Presidential Facility
was used to repay the outstanding balances under the line of credit facility with CNB.
On
September 10, 2014 in conjunction with the acquisition of AILP and PCL, the Company, AILP and PCL entered into a First Amendment
to the Presidential Facility (“Loan Amendment”), with Presidential, which Loan Amendment among other things, (1) added
AILP and PCL as co-borrowers, (2) increased the line of credit available (including AILP and PCL) from $3.5 million to $5.0 million
and (3) increased the advance rate from 70% to 85%. On that date, $1,800,000 of the Presidential Facility was used to acquire
AILP and PCL.
On
September 25, 2014 there was a Second Amendment and the Presidential Facility was temporarily increased to $5.5 million. On October
9, 2014 there was a Third Amendment whereby the Presidential Facility was increased to $7.0 million. On August 18th
2015 a Fourth Amendment was executed and the Company can now borrow up to $10.0 million limited to 85% of the aggregate outstanding
eligible accounts receivable, subject to adjustment as set forth in the Loan and Security Agreement. Interest will accrue at an
annual rate equal to 3.25 percent above the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time
to time, or (b) 3.25%. The obligations under the Presidential facility are secured by all of the assets of the Company, AILP,
PCL and Liberty. The Presidential Facility will expire on March 27, 2018 (subject to earlier termination as provided in the Loan
and Security Agreement) unless renewed. As of September 30, 2015, there were outstanding borrowings of $5,983,111 under the Presidential
Facility (which represented 59.8% of the amount available thereunder) out of a total amount available for borrowing under the
Presidential Facility of $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.
| 6 | LONG-TERM
DEBT – RELATED PARTY |
Long-term
debt consists of the following:
| |
September 30, | |
| |
2015 | | |
2014 | |
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | |
$ | 1,414,799 | | |
$ | 1,332,472 | |
| |
| | | |
| | |
Less current portion | |
| (495,960 | ) | |
| (467,068 | ) |
| |
$ | 918,839 | | |
$ | 865,404 | |
These obligations mature as
follows:
2015 | |
$ | 495,960 | |
2016 | |
| 474,481 | |
2017 | |
| 444,357 | |
| |
$ | 1,414,798 | |
On
August 28, 2013, the Company, and its wholly-owned subsidiary, The Janel Group Inc. (collectively, the “Seller”),
entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Allports Logistics Anchor Warehouse,
LLC (the “Purchaser”), an entity affiliated with Nicholas V. Ferrara, a former director of the Company. Under the
terms of the Agreement, the Purchaser purchased certain of the Seller’s assets (the “NJ Assets”) used by the
Seller in the Company’s Hillside, New Jersey freight forwarding and logistics operations (the “NJ Business”).
The Company had originally acquired its New Jersey operations from an affiliate of Mr. Ferrara in two transactions in 2008 and
2010. The sale price of the NJ Assets consisted of $401,067 in cash, and the assumption of all future lease obligations with respect
to the three office and warehouse facilities from which the Company conducted its New Jersey operations. At the closing of the
sale on August 30, 2013, the Seller used the cash portion of the purchase price to repay outstanding obligations secured by the
NJ Assets, including the $229,241 outstanding balance on the Seller’s term loan from CNB, and an aggregate $58,245 on two
outstanding equipment financing arrangements. Simultaneously with the closing Mr. Ferrara (i) paid the Company $110,000 for the
release of restrictions on competition which were agreed to as part of the 2008 portion of the acquisition of the NJ Business
and (2) returned to the Company the 34,286 restricted common shares that were previously issued as part of the 2010 portion of
the acquisition of the NJ Business (the restricted common shares were subject to an earn out, however, none of the restricted
common shares were earned). All of the expenses of the NJ Business from and after the closing are the responsibility of the Purchaser.
The Company retained its pre-closing accounts receivable and accounts payable with respect to the NJ Business the net proceeds
on these accounts receivable and payable will be used to further reduce the Company’s obligations to Community National
Bank. As previously reported by the Company, as of September 30, 2012 the Company had determined that there was full impairment
of the goodwill relating to its 2008 and 2010 acquisitions of the NJ Business, and recorded an impairment loss of $1,167,070 on
September 30, 2012, representing the write-off of all of the goodwill acquired in those transactions. As a result of the sale
of the NJ Business to the Purchaser, the Company recorded a write off of $1,562,061 associated with the customer list from the
2008 and 2010 acquisitions of the NJ Business.
As
a result of the above, the Company elected to discontinue the operations of the NJ Business. Also, during June 2012 the Company
elected to discontinue the operations of the food sales segment. The assets, liabilities and operations associated with the NJ
Business and the food sales segment are summarized below.
| |
2015 | | |
2014 | |
| |
| | |
| |
FOOD SALES DISCONTINUED OPERATIONS: | |
| | | |
| | |
REVENUES | |
| - | | |
| - | |
| |
| | | |
| | |
COSTS AND EXPENSES: | |
| | | |
| | |
Cost of sales | |
| - | | |
| - | |
Selling, general and administrative expenses | |
| 244,039 | | |
| 71,824 | |
Depreciation and amortization | |
| - | | |
| - | |
TOTAL COSTS AND EXPENSES | |
| 244,039 | | |
| 71,824 | |
| |
| | | |
| | |
Interest expense | |
| - | | |
| - | |
| |
| | | |
| | |
LOSS FROM DISCONTINUED OPERATIONS | |
$ | (244,039 | ) | |
$ | (71,824 | ) |
Janel
is authorized to issue 4,500,000 shares of common stock, par value $.001. In addition, the Company is authorized to issue 100,000
shares of preferred stock, par value $.001. The preferred stock is issuable in series with such voting rights, if any, designations,
powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s
board of directors or a duly authorized committee thereof, without stockholder approval. The board may fix the number of shares
constituting each series and increase or decrease the number of shares of any series.
| A. | Convertible
preferred stock |
Series
A
On
January 10, 2007, the Company sold 20,000 unregistered shares of newly authorized $0.001 par value 3% Series A Convertible Preferred
Stock (the “Series A Stock”) for a total of $500,000. The shares are convertible into shares of Janel’s $0.001
par value common stock at any time on a one-share for one-share basis. The Series A Stock pay a cumulative cash dividend at a
rate of $15,000 per year payable quarterly. On September 30, 2015 and 2014 there were 20,000 Series A Stock outstanding.
Series
B
On
October 18, 2007, the Company issued 5,700 unregistered shares of newly authorized $0.001 par value Series B Convertible Preferred
Stock (the “Series B Stock”) in connection with the acquisition of Order Logistics, Inc. (a discontinued operation).
The shares are convertible into shares of Janel’s $0.001 par value common stock at any time after October 18, 2009 on a
one-share (of Series B Stock) for ten-shares (of common stock) basis. On September 30, 2015 and 2014 there were 1,271 Series B
Stock outstanding.
Cumulative
preferred stock
Series
C
On
August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 7,000 shares of Series
C Cumulative Preferred Stock, par value $0.001 per share (the “Series C Stock”). On September 10, 2014 the Company
sold 5,000 unregistered shares of the newly authorized Series C Cumulative Stock for $2,500,000. On September 24, 2014 the Company
sold an additional 500 unregistered shares of the Series C Stock for $250,000. Holders of Series C Stock (“Series C Holders”)
are entitled to receive annual dividends at a rate of 8.25% per annum of the original Series C Stock issuance price, or $10.00
per share subject to adjustment upon certain events (the “Original Issuance Price”), when, as and if declared by the
Company’s Board of Directors, such 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%. In the event of liquidation, Series C Holders shall be paid an amount equal
to the Original Issuance Price, plus any accrued but unpaid dividends thereon. Shares of Series C Preferred Stock may be redeemed
(1) by the Company at any time upon notice and payment of the Original Issuance Price, plus any accrued but unpaid dividends thereon
(“Redemption Price”) or (2) by the Series C Holders at their option beginning on the fourth anniversary of the issuance
of the Series C Preferred Stock for an amount equal to the Redemption Price.
On
October 12, 2006, the Company’s Board of Directors authorized the purchase of up to 6,000 shares of the Company’s
common stock, subject to certain conditions. The repurchase plan may be suspended by the Company at any time. As of September
30, 2015, 5,194 shares of the Company’s common stock have been repurchased under the plan at a cost of $114,703 and restored
to the status of authorized and unissued.
On
October 4, 2010, the Company issued 34,286 shares of common stock at $17.50 per share or an aggregate of $600,000 in connection
with the Ferrara International Logistics, Inc. acquisition of the same date. On August 28, 2013 the 34,286 shares of common stock
were returned to the Company in connection with the sale of the Company’s New Jersey operation (refer to Note 7, above)
on August 28, 2013.
On
October 6, 2013, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Oaxaca Group LLC,
(the “Investor”), for the sale to the Investor of an aggregate 153,847 shares of the Company’s common stock
at a purchase price of $3.25 per share, or an aggregate of $500,000. On October 30, 2013 the transaction closed. As part of the
purchase, the Investor received warrants to purchase an aggregate 250,000 shares of common stock at $4.00 per share. The warrants
expire five years after the closing date. The Agreement contains anti-dilution protections for the Investor. In addition, under
the terms of the Agreement, the Company agreed that, at the Investor’s option, the Company will present two nominees nominated
by the Investor to become members of the Company’s Board of Directors either through an action by written consent or through
the vote of the Company’s stockholders at the next meeting of the Company’s stockholders, and from and after such
time the size of the Company’s Board of Directors will be limited to no more than four members, unless approved by the Investor.
Furthermore, the Company agreed that it will not take certain actions without the approval of the Investor.
On
February 27, 2015, the Company’s Board of Directors appointed Brendan Killackey, currently a Director of the Company
as Chief Executive Officer. On March 2 2015 Mr. Killackey was issued 5,715 shares of the Company’s Common Stock with an
aggregate value of $20,000, or $3.50 per share (the closing price per share on February 27, 2015), for his services
through August 31, 2015, all of which was charged to expense in the year ended September 30, 2015.
On
August 13, 2015, Philip Dubato, the former CFO of Janel exercised options to purchase 14,000 shares of common stock at $3.25 per
share. The total exercise price was $45,500.
On
October 30, 2013, options to purchase 95,000 shares of common stock at an exercise price of $3.25 per share were granted to key
employees of the Company. The options were fully vested on the date of grant. The fair value of the options, as determined by
using a Black- Scholes Option Pricing Model, was $237,492 and since the options were fully vested resulted in a $237,492 reduction
to net income for the fiscal year ended September 30, 2014.
On
September 10, 2014, in connection with the employment agreement with John Joseph Gonzalez II, options to purchase 40,000 shares
of common stock at an exercise price of $3.25 per share were granted to Mr. Gonzalez. The option vests in three installments:
On each of September 10, 2015 and 2016, the option becomes exercisable with respect to 13,333 shares and on September 10, 2017,
the option becomes exercisable with respect to the remaining 13,333 shares. Upon termination of Mr. Gonzalez’s employment,
all unvested options terminate immediately and all unexercised options may be exercised for 90 days thereafter, except that if
Mr. Gonzalez is terminated for cause as defined in the employment agreement or if Mr. Gonzalez 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 and since the options vest over a period of
three years resulted in a $56,600 and $2,358 reduction of net income for the fiscal year ended September 30, 2015 and 2014 respectively..
On
December 29, 2014, options to purchase 5,000 shares of common stock at an exercise price of $4.50 per share were granted to Brendan
Killackey. The option vests in three installments: On each of December 29, 2015 and 2016, the option becomes exercisable with
respect to 1,667 shares and on December 29, 2017, the option becomes exercisable with respect to the remaining 1,666 shares. The
fair value of the options, as determined by using a Black-Scholes Option Pricing Model, was $22,500 and since the options vest
over a period of three years resulted in an $1,875 and $5,625 reduction to net income for the three and twelve months ended September
30, 2015, respectively.
In
connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(C), above), the Company
issued warrants, all of which are currently outstanding, to purchase an aggregate 250,000 shares of common stock at $4 per share.
The warrants expire five years after the closing date.
The
Company has no other stock warrants outstanding.
The
reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations
is as follows:
| |
Year Ended September 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Federal taxes (credits) at statutory rates | |
$ | 217,000 | | |
$ | (214,000 | ) |
Permanent differences | |
| 17,000 | | |
| 10,000 | |
State and local taxes, net of Federal benefit | |
| 24,000 | | |
| 30,000 | |
Prior Year Under accrual | |
| 81,000 | | |
| - | |
Change in valuation allowance | |
| (189,000 | ) | |
| 196,000 | |
| |
$ | 150,000 | | |
$ | 22,000 | |
The
components of deferred income tax are as follows:
Net operating loss carryforwards | |
$ | 2,800,000 | | |
$ | 2,914,000 | |
Amortization differences | |
| (75,000 | ) | |
| - | |
Valuation allowance | |
| (2,725,000 | ) | |
| (2,914,000 | ) |
Net deferred tax asset | |
$ | - | | |
$ | - | |
During
the fiscal years ended September 30, 2015 and 2014, the Company recorded a valuation allowance against deferred tax assets in
the amount of ($189,000) and $196,000, respectively, as the result of an evaluation of the Company’s deferred tax assets.
The Company assessed the likelihood that its deferred tax assets would be recovered from future taxable income and determined
that recovery was not more likely than not based upon all available evidence, both positive and negative. The amount of the non-cash
valuation allowance reduction was based on management’s estimates of future taxable income by taking jurisdictions and the
period over which the Company believes deferred tax assets will be recoverable.
The
Company has net operating loss carryforwards for income tax purposes which expire as follows:
2032 | |
$ | 1,288,000 | |
2033 | |
| 5,605,000 | |
2034 | |
| 630,000 | |
| |
$ | 7,523,000 | |
| 10 | PROFIT
SHARING AND 401(k) PLANS |
The Company
maintains a non-contributory profit sharing plan and contributory 401(k) plans covering substantially all full-time employees.
Subject to certain limitations, the 401K Plans allow participants to
voluntarily contribute up to 15% of their pay on a pre-tax basis. Under the 401K Plans, the Company may make matching contributions
on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s first 5%, 4% or 6% of
compensation contributed as Elective Deferrals in the year. All participants are fully vested in their accounts in the 401K Plan
with respect to their salary deferral contributions, and are vested in company matching contributions over a seven-, five- or
five-year employment term. The expense charged to operations for the years ended September 30, 2015 and 2014 aggregated
approximately $53,000 and $45,000, respectively.
| 11 | COMMITMENTS
AND CONTINGENCIES |
The
Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2015
and 2014 was approximately $518,000 and $360,000, respectively.
Future
minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows:
Year ended September 30: | |
| |
2016 | |
$ | 486,478 | |
2017 | |
| 307,618 | |
2018 | |
| 255,809 | |
2019 | |
| 262,072 | |
2020 | |
| 88,061 | |
| |
$ | 1,400,038 | |
The
Company has employment agreements, including the employment agreement with Mr. Gonzalez in Note 2A, and Mr. Cioe and Mr. Charnley
in Note 2C with certain employees expiring at various times through September 30, 2017. Such agreements provide for minimum salary
levels. The aggregate commitment for future salaries at September 30, 2015, excluding bonuses and commissions, was approximately
$760,000.
| 12 | RISKS
AND UNCERTAINTIES |
The
nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company
being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where
Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency
exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those offices
or agents.
| (b) | Concentration
of credit risk |
The
Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers.
The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread
over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability
and performs ongoing credit evaluations of its customers’ financial condition.
(1) Janel
is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these
claims cannot be predicated with certainty, management does not believe that the outcome of any of these legal matters will have
a material adverse effect on the Company’s financial position or results of operations.
(2) The
Company and/or its subsidiaries have been named as defendants in one lawsuit filed in New Jersey state court, alleging non-payment
of food product purchases by the Company’s discontinued food segment subsidiary. The total claimed in the lawsuit
in the aggregate (exclusive of any interest and costs) is approximately $1,080,000. The company has accrued $75,000 as
a probable payment amount representing approximately $91,000 of product loss liability offset by $16,000 of prior payments made
in accordance with the matter. The Company is vigorously defending the lawsuit with regards to the additional amounts claimed.
| (d) | Concentration
of customers |
Sales
to two major customers were approximately 39.2% and 52.3% of consolidated sales from continuing operations for the years ended
September 30, 2015 and 2014, respectively. Amounts due from these customers aggregated approximately $946,000 and $1,134,000 at
September 30, 2015 and 2014, respectively.
Management
has evaluated events occurring after the date of these financial statements through the date that these financial statements were
issued. There have been no other events that would require adjustment to or disclosure in the financial statements.
EXHIBIT 21
SUBSIDIARIES
OF JANEL CORPORATION
Name |
|
Incorporated in |
Janel Group, Inc. (f/k/a The Janel Group of New York, Inc.) |
|
New York |
The Janel Group of Illinois, Inc. |
|
Illinois |
The Janel Group of Los Angeles, Inc. |
|
California |
The Janel Group of Georgia, Inc. |
|
Georgia |
Alpha International, LP |
|
New York |
PCL Transport, LLC |
|
New Jersey |
Janel Alpha GP, LLC |
|
Delaware |
Janel Ferrara Logistics, LLC |
|
New Jersey |
Order Logistics, Inc. |
|
Nevada |
Liberty International, Inc. |
|
Rhode Island |
EXHIBIT 31.1
CERTIFICATION
I, Brendan J. Killackey,
certify that:
1. I have reviewed this Annual Report
on Form 10-K of Janel Corporation;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal
control over financial reporting; and |
5. The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the
equivalent function):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
Date: December 29, 2015 |
/s/ Brendan J. Killackey |
|
Chief Executive Officer |
EXHIBIT
31.2
CERTIFICATION
I, Brian Aronson, certify
that:
1. I have reviewed this Annual Report
on Form 10-K of Janel Corporation;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal
control over financial reporting; and |
5. The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the
equivalent function):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
Date: December 29, 2015 |
/s/ Brian Aronson |
|
Chief Financial Officer |
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. §1350
In connection with the
report on Form 10-K of Janel Corporation for the fiscal year ended September 30, 2015, as filed with the SEC on the date
hereof (the “Report”), each of the undersigned officers of the registrant certifies pursuant to 18 U.S.C. Section 1350
that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the registrant. |
Dated: December 29, 2015 |
/s/ Brendan J. Killackey |
|
Brendan J. Killackey |
|
Chief Executive Officer |
|
|
|
/s/ Brian Aronson |
|
Brian Aronson |
|
Chief Financial Officer |
EXHIBIT 99.1
Janel Corporation
For Immediate Release |
Contact:
|
Investor Relations |
|
|
Janel Corporation |
|
|
(516) 256-8143 |
|
|
investors@janelcorp.com |
JANEL CORPORATION REPORTS
FISCAL YEAR END 2015 RESULTS
LYNBROOK, NY – December
29, 2015 -- Janel Corporation (OTCQB: JANL), a holding company which provides logistics services for importers and exporters worldwide
through its wholly-owned subsidiaries, announced today the financial results for its quarter and fiscal year ended September 30,
2015.
Fourth Quarter 2015 Results
For the three months ended
September 30, 2015, Janel reported revenue of $27,557,918 an increase of $12,465,494 or 82.6% compared to the three months ended
September 30, 2014.
For the three months ended
September 30, 2015 the Company reported income from continuing operations before income taxes of $687,494 compared to the prior
year reported income from continuing operations before income taxes of $102,395.
For the three months ended
September 30, 2015 and after losses from discontinued operations, the Company reported net income of $447,357 or $0.76 per fully
diluted share, compared to the prior year reported net income of $67,823 or $0.13 per fully diluted share. Included in these results
are losses associated with discontinued operations of $(21,572) for the prior year’s period and $(115,910) for the current
year’s period.
Year-To-Date 2015 Results
For the fiscal year ended
September 30, 2015, Janel reported revenue of $74,740,145 an increase of $26,800,050 or 55.9% compared to the fiscal year ended
September 30, 2014.
For the fiscal year ended
September 30, 2015, after a non-cash charge to SG&A of $82,225 for the issuance of restricted stock and stock options the Company
reported income before taxes from continuing operations of $1,033,759, as compared to a loss of ($241,369) for the fiscal year
ended 2014.
For the fiscal year ended
September 30, 2015 and after losses from discontinued operations, the Company reported net income of $639,720 or $1.08 per fully
diluted share, compared to the prior year reported net loss of ($335,193), or ($0.58) per fully diluted share. Included in these
results are losses associated with discontinued operations of ($71,824) for the prior year’s period and ($244,039) for the
current year’s period.
To be included in Janel Corporation’s database for
Corporate Press Releases and industry updates, investors are invited to send their e-mail address to: investors@janelcorp.com.
About Janel Corporation
Janel Corporation is a holding company. Our only business provides
logistics services for importers and exporters worldwide, through its wholly owned subsidiaries. Janel Corporation management focuses
on significant capital allocation decisions, corporate governance and supporting its business units where appropriate.
Janel Corporation’s only reportable business segment is global
logistics services. Janel’s business activities in this area are conducted through its wholly-owned subsidiaries Janel Group,
Inc. (“JGI”), PCL Transport, LLC d/b/a President Container Lines (“PCL”) and Liberty International, Inc.
(“Liberty”), which together comprise Janel Group, a multi-branded, non-asset based third party global logistics services
company. Janel Group engages in full-service cargo transportation logistics management, including freight forwarding via air, ocean
and land-based carriers, customs brokerage services, and warehousing and distribution services.
Janel Corporation’s headquarters is located in Lynbrook,
New York. Its common stock is listed on the OTC Bulletin Board under the symbol "JANL". Additional information on the
Company is available on its website at http://www.janelcorp.com
Forward-Looking Statements
This press release includes statements that may constitute "forward-looking"
statements, usually containing the words "believe," "estimate," "project," "intend," "expect"
or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to,
the Company's dependence upon conditions in the air, ocean and land-based freight forwarding industry, the size and resources of
many competitors, the need for the Company to effectively integrate acquired businesses and to successfully deliver its primary
services, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission, including
its most recent Form 8-K, Form 10-Q and Form 10-K filings. By making these forward-looking statements, the Company undertakes no
obligation to update these statements for revisions or changes after the date of this release.
Contact:
Investor Relations
Janel Corporation
(516) 256-8143
investors@janelcorp.com
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v3.3.1.900
CONSOLIDATED BALANCE SHEETS - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash and cash equivalents |
$ 942,748
|
$ 664,620
|
Accounts receivable, net of allowance for doubtful accounts of $200,000 in 2015 and $157,999 in 2014 |
13,084,846
|
8,563,522
|
Prepaid expenses and sundry current assets |
200,708
|
221,398
|
TOTAL CURRENT ASSETS |
14,228,302
|
9,449,540
|
Property and equipment, net (Note 3) |
77,492
|
16,650
|
OTHER ASSETS: |
|
|
Intangible assets, net (Note 4) |
9,302,653
|
7,171,625
|
Security deposits |
103,258
|
76,720
|
TOTAL OTHER ASSETS |
9,405,911
|
7,248,345
|
TOTAL ASSETS |
23,711,705
|
16,714,535
|
CURRENT LIABILITIES |
|
|
Note payable - bank (Note 5) |
5,983,111
|
4,003,385
|
Accounts payable - trade |
11,901,042
|
8,037,086
|
Accrued expenses and other current liabilities |
860,480
|
314,889
|
Current portion of long-term debt - related party (Note 6), net of imputed interest of $4,040 in 2015 and $32.932 in 2014 |
495,960
|
467,068
|
TOTAL CURRENT LIABILITIES |
19,240,593
|
12,822,428
|
OTHER LIABILITIES: |
|
|
Long-term debt - related party (Note 6), net of imputed interest of $81,161 in 2015 and $134,596 in 2014 |
918,839
|
865,404
|
Deferred compensation (Note 1) |
78,568
|
78,568
|
TOTAL OTHER LIABILITIES |
997,407
|
943,972
|
STOCKHOLDERS’ EQUITY: |
|
|
Common Stock. $0.001 par value; 4,500,000 shares authorized; 573,951 and 554,211 shares issued and outstanding, respectively |
574
|
554
|
Paid-in Capital |
8,435,667
|
8,307,962
|
Retained earnings (deficit) |
(4,962,563)
|
(5,360,408)
|
STOCKHOLDERS' EQUITY (Note 8) |
3,473,705
|
2,948,135
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
23,711,705
|
16,714,535
|
Series A Preferred Stock [Member] |
|
|
STOCKHOLDERS’ EQUITY: |
|
|
Preferred Stock, Value, Issued |
20
|
20
|
Series B Preferred Stock [Member] |
|
|
STOCKHOLDERS’ EQUITY: |
|
|
Preferred Stock, Value, Issued |
1
|
1
|
Series C Preferred Stock [Member] |
|
|
STOCKHOLDERS’ EQUITY: |
|
|
Preferred Stock, Value, Issued |
$ 6
|
$ 6
|
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v3.3.1.900
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Allowance for doubtful accounts (in dollars) |
$ 200,000
|
$ 157,999
|
Imputed interest of long-term debt - related party, current (in dollars) |
4,040
|
32.932
|
Imputed interest of long-term debt - related party, noncurrent (in dollars) |
$ 81,161
|
$ 134,596
|
Preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
100,000
|
100,000
|
Common stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
4,500,000
|
4,500,000
|
Common stock, shares issued |
573,951
|
554,211
|
Common stock, shares outstanding |
573,951
|
554,211
|
Series A Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
20,000
|
20,000
|
Preferred Stock, Shares Issued |
20,000
|
20,000
|
Preferred stock, shares outstanding |
20,000
|
20,000
|
Series B Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
5,700
|
5,700
|
Preferred Stock, Shares Issued |
1,271
|
1,271
|
Preferred stock, shares outstanding |
1,271
|
1,271
|
Series C Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
7,000
|
7,000
|
Preferred Stock, Shares Issued |
5,500
|
5,500
|
Preferred stock, shares outstanding |
5,500
|
5,500
|
X |
- DefinitionA valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible.
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v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
REVENUES |
$ 74,740,145
|
$ 47,940,095
|
COSTS AND EXPENSES: |
|
|
Forwarding expenses |
63,141,275
|
41,390,621
|
Selling, general and administrative |
10,060,666
|
6,646,604
|
TOTAL COSTS AND EXPENSES |
73,201,941
|
48,037,225
|
OPERATING INCOME (LOSS) |
1,538,204
|
(97,130)
|
OTHER ITEMS: |
|
|
Interest expense, net of interest and dividend income |
(504,445)
|
(144,239)
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
1,033,759
|
(241,369)
|
Income taxes (Note 9) |
(150,000)
|
(22,000)
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS |
883,759
|
(263,369)
|
Loss from discontinued operations, net of taxes (Note 7) |
(244,039)
|
(71,824)
|
NET INCOME (LOSS) |
639,720
|
(335,193)
|
Preferred stock dividends (Note 8) |
(241,875)
|
(27,262)
|
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS |
$ 397,845
|
$ (362,455)
|
Income (loss) per share from continuing operations: |
|
|
Basic (in dollars per share) |
$ 1.58
|
$ (0.46)
|
Diluted (in dollars per share) |
1.49
|
(0.45)
|
Income (loss) per share from discontinued operations: |
|
|
Basic (in dollars per share) |
(0.44)
|
(0.13)
|
Diluted (in dollars per share) |
(0.41)
|
(0.13)
|
Income(Loss) per share available to common shareholders: |
|
|
Basic (in dollars per share) |
0.71
|
(0.67)
|
Diluted (in dollars per share) |
$ 0.67
|
$ (0.63)
|
Basic weighted average number of shares Outstanding (in shares) |
559,411
|
541,559
|
Fully diluted weighted average number of shares outstanding (in shares) |
592,116
|
574,264
|
X |
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v3.3.1.900
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
|
Total |
CAPITAL STOCK [Member] |
PREFERRED STOCK [Member] |
ADDITIONAL PAID-IN CAPITAL [Member] |
RETAINED EARNINGS [Member] |
BALANCE at Sep. 30, 2013 |
$ (179,260)
|
$ 400
|
$ 21
|
$ 4,818,272
|
$ (4,997,953)
|
BALANCE (in shares) at Sep. 30, 2013 |
|
400,358
|
21,271
|
|
|
Net Income (loss) |
(335,193)
|
$ 0
|
|
|
(335,193)
|
Dividends to preferred shareholders |
(27,262)
|
0
|
$ 0
|
0
|
(27,262)
|
Stock options issued |
239,850
|
0
|
0
|
239,850
|
0
|
Common stock issuance |
500,000
|
$ 154
|
$ 0
|
499,846
|
0
|
Common stock issuance (in shares) |
|
153,846
|
0
|
|
|
Preferred stock issuance |
2,750,000
|
$ 0
|
$ 6
|
2,749,994
|
0
|
Preferred stock issuance (in shares) |
|
0
|
5,500
|
|
|
BALANCE at Sep. 30, 2014 |
2,948,135
|
$ 554
|
$ 27
|
8,307,962
|
(5,360,408)
|
BALANCE (in shares) at Sep. 30, 2014 |
|
554,204
|
26,771
|
|
|
Net Income (loss) |
639,720
|
$ 0
|
|
|
639,720
|
Dividends to preferred shareholders |
(241,875)
|
0
|
$ 0
|
0
|
(241,875)
|
Stock options issued |
62,225
|
0
|
0
|
62,225
|
0
|
Common stock issuance as compensation |
20,000
|
$ 6
|
$ 0
|
19,994
|
0
|
Common stock issuance as compensation (in shares) |
|
5,715
|
0
|
|
|
Stock options exercised |
45,500
|
$ 14
|
$ 0
|
45,486
|
0
|
Stock options exercised (in shares) |
|
14,000
|
0
|
|
|
BALANCE at Sep. 30, 2015 |
$ 3,473,705
|
$ 574
|
$ 27
|
$ 8,435,667
|
$ (4,962,563)
|
BALANCE (in shares) at Sep. 30, 2015 |
|
573,919
|
26,771
|
|
|
X |
- DefinitionThis element represents the amount of recognized equity-based compensation related to stock options during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized).
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v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
OPERATING ACTIVITIES: |
|
|
Net Income (loss) |
$ 639,720
|
$ (335,193)
|
Add (loss) from discontinued operations |
244,039
|
71,824
|
Adjustments to reconcile net (loss) to net cash provided by operating activities: |
|
|
Bad debt reserve |
42,001
|
291,874
|
Depreciation |
401,153
|
28,315
|
Stock-based compensation |
82,225
|
239,850
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
(1,885,983)
|
(2,250,241)
|
Prepaid expenses and sundry current assets |
65,548
|
(105,963)
|
Accounts payable and accrued expenses |
1,481,357
|
495,647
|
Security deposits |
(22,938)
|
3,154
|
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS |
1,047,122
|
(1,560,733)
|
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS |
(244,039)
|
160,645
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
803,083
|
(1,400,088)
|
INVESTING ACTIVITIES: |
|
|
Acquisition of property and equipment, net |
(40,540)
|
(9,152)
|
Acquisition of subsidiaries (Note 2) |
(2,494,641)
|
(4,358,773)
|
NET CASH USED IN INVESTING ACTIVITIES |
(2,535,181)
|
(4,367,925)
|
FINANCING ACTIVITIES: |
|
|
Dividends paid |
(15,000)
|
(15,000)
|
Proceeds, net of payments, from bank loan |
1,979,726
|
2,572,049
|
Repayments, net of proceeds, of bank loan |
0
|
0
|
Repayments of long-term debt |
0
|
0
|
Proceeds from the sale of common stock (Note 9) |
45,500
|
500,000
|
Proceeds from the sale of preferred stock (Note 9) |
|
2,750,000
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
2,010,226
|
5,807,049
|
INCREASE IN CASH AND CASH EQUIVALENTS |
278,128
|
39,036
|
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR |
664,620
|
625,584
|
CASH AND CASH EQUIVALENTS - END OF YEAR |
942,748
|
664,620
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
Cash paid during the period for: Interest |
424,539
|
144,239
|
Cash paid during the period for: Income taxes |
21,971
|
26,236
|
Non-cash financing activities: |
|
|
Dividends declared to preferred shareholders |
241,875
|
27,262
|
Intangible assets acquired |
2,436,570
|
7,184,069
|
Long-term debt incurred, net of imputed interest |
$ 0
|
$ (1,332,472)
|
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] |
| 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Business description Janel Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding via air, ocean and land-based carriers custom brokerage services, warehousing and distribution services, and other value-added logistics services. On April 15 2015 a Certificate of Amendment to The Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation. Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., , PCL Transport, LLC, Janel Alpha GP, LLC, and Liberty International Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. 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 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’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. Accounts receivable and allowance for doubtful accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. Property and equipment 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. Business segment information The Company operates as one reportable segment which is full service cargo transportation logistics management. Revenues and revenue recognition Full service cargo transportation logistics management Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis. 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 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 Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2015 and 2014 there was no accumulated other comprehensive income. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Goodwill, 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 Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Deferred compensation Deferred compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992. Rental expense Rental expense is accounted for on the straight-line method. Deferred rent payable as of September 30, 2015 amounted to $7,887 and represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities. There was no deferred rent payable as of September 30, 2014. 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 On April 15, 2015, the Company filed with the Nevada Secretary of State: (1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), such change which took effect on April 21, 2015. The Company issued one share of Common Stock for every fifty shares of Common Stock held as of the close of business on April 20, 2015. To avoid the issuance of fractional shares in connection with the Reverse Stock Split, if a shareholder would be entitled to receive a fractional share, such shareholder instead receive a whole share in lieu of such fractional share. 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.
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- DefinitionThe entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.
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v3.3.1.900
ACQUISITION
|
12 Months Ended |
Sep. 30, 2015 |
Business Combinations [Abstract] |
|
Business Combination Disclosure [Text Block] |
| (A) | ALPHA INTERNATIONAL, LP. AND PCL TRANSPORT, LLC. | On August 18, 2014 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries, The Janel Group Inc., Janel Alpha GP, LLC, Alpha Logistics, LLC, Alpha International, LP (“AILP”), PCL Transport, LLC (“PCL”), and the principal owners of AILP and PCL, John Joseph Gonzalez II and Cathleen Margaret Gonzalez. On September 10, 2014, the Company completed the acquisition of all of the equity interests of AILP and PCL pursuant to the terms of the EIPA. As consideration for the equity interests, the Company paid $4,358,773 to the former owners of AILP and PCL at closing. The former owners of AILP and PCL may receive additional consideration over the next three years for their equity interests as follows: (i) $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date); (ii) $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million; and $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. The purchase price for the acquired assets was $5,691,245 consisting of $4,358,773 of cash, $1,332,472 of future cash to be paid (described above), net of imputed interest of $167,528. In addition, the Company entered into an employment agreement with Mr. Gonzalez. Pursuant to the terms of the employment agreement, Mr. Gonzalez was (i) employed by the Company at an annual salary of $200,000 plus typical employee benefits for an initial term of three years ending September 10, 2017 and thereafter will renew for 1-year terms unless either party provides notice that it does not wish to renew, and (ii) granted option to purchase 40,000 shares of the Company’s common stock at a purchase price of $3.25 per share (refer to Note 8C, below). The employment agreement also contains customary restrictive covenants. | (B) | Purchase price allocation | In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, September 10, 2014. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: | | Fair Value | | | | | | | Accounts receivable, net | | $ | 2,987,487 | | Security deposits | | | 19,150 | | Prepaid expenses and other current assets | | | 654 | | Fixed assets | | | 1,446 | | Accounts payable and other liabilities | | | (4,501,561) | | Customer relationships | | | 4,480,000 | | Goodwill | | | 2,704,069 | | Purchase price | | $ | 5,691,245 | | | (C) | LIBERTY INTERNATIONAL INC | On August 14, 2015 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries and the principal owners of Liberty International Inc. (“Liberty”) and its principal Owners. The Company completed the acquisition of all of the equity interests of Liberty pursuant to the terms of the EIPA on that day. As consideration for the equity interests, the Company paid $2,494,641 in cash to the former owners of Liberty at closing. . 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 each for an initial term of two years ending August 13, 2017. | (D) | Purchase price allocation | In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, August 14, 2015. 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 | | The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2015 and 2014 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. | | (Unaudited) | | | | Pro Forma Results | | | | Year ended September 30, | | | | 2015 | | 2014 | | | | | | | | | | Revenues | | $ | 99,604,524 | | $ | 86,810,194 | | | | | | | | | | Income (Loss) before income taxes | | $ | 989,442 | | $ | (123,704) | | | | | | | | | | Fully diluted earnings (loss) per share | | $ | 1.67 | | $ | (.22) | |
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- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
PROPERTY AND EQUIPMENT
|
12 Months Ended |
Sep. 30, 2015 |
Property, Plant and Equipment [Abstract] |
|
Property, Plant and Equipment Disclosure [Text Block] |
A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: | | September 30, | | | | | | 2015 | | 2014 | | Life | | Furniture and fixtures | | $ | 131,112 | | $ | 23,204 | | 5-7 | | Computer equipment | | | 61,594 | | | 63,531 | | 5 | | Warehouse equipment | | | 36,609 | | | - | | 5-7 | | Leasehold improvements | | | 13,718 | | | - | | 5 | | | | | 243,033 | | | 86,735 | | | | Less accumulated depreciation | | | 165,541 | | | 70,085 | | | | | | $ | 77,492 | | $ | 16,650 | | | |
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
INTANGIBLE ASSETS
|
12 Months Ended |
Sep. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Goodwill and Intangible Assets Disclosure [Text Block] |
A summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation of amortization is as follows: Customer relationships | | $ | 4,480,000 | | 15 years | Goodwill | | | 2,704,069 | | | | | | 7,184,069 | | | Less accumulated amortization | | | 12,444 | | | | | $ | 7,171,625 | | | A summary of intangible assets resulting from the Liberty acquisition and the estimated useful lives used in the computation of amortization is as follows: Trademarks | | $ | 320,000 | | 20 years | Customer relationships | | | 780,000 | | 20 years | Goodwill | | | 1,336,570 | | | | | | 2,436,570 | | | Less accumulated amortization | | | 6,875 | | | | | $ | 2,429,695 | | | A summary of the changes in intangible assets is as follows: | | 2015 | | Balance beginning of year | | $ | 7,171,625 | | Additions | | | 2,436,570 | | Amortization | | | (305,542) | | Balance end of year | | $ | 9,302,653 | |
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- DefinitionThe entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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v3.3.1.900
NOTE PAYABLE - BANK
|
12 Months Ended |
Sep. 30, 2015 |
Notes Payable to Bank [Abstract] |
|
Notes Payable To Bank [Text Block] |
On March 27, 2014, the Company and its wholly-owned subsidiaries, entered into a Loan and Security Agreement with Presidential Financial Corporation (“Presidential”) with respect to a three year $3.5 million (limited to the borrowing base and reserves) revolving line of credit facility (the “Presidential Facility”) which replaces The Janel Group Inc’s previous line of credit agreement with Community National Bank (“CNB”). On March 31, 2014, $1,282,673 of the Presidential Facility was used to repay the outstanding balances under the line of credit facility with CNB. On September 10, 2014 in conjunction with the acquisition of AILP and PCL, the Company, AILP and PCL entered into a First Amendment to the Presidential Facility (“Loan Amendment”), with Presidential, which Loan Amendment among other things, (1) added AILP and PCL as co-borrowers, (2) increased the line of credit available (including AILP and PCL) from $3.5 million to $5.0 million and (3) increased the advance rate from 70% to 85%. On that date, $1,800,000 of the Presidential Facility was used to acquire AILP and PCL. On September 25, 2014 there was a Second Amendment and the Presidential Facility was temporarily increased to $5.5 million. On October 9, 2014 there was a Third Amendment whereby the Presidential Facility was increased to $7.0 million. On August 18th 2015 a Fourth Amendment was executed and the Company can now borrow up to $10.0 million limited to 85% of the aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Loan and Security Agreement. Interest will accrue at an annual rate equal to 3.25 percent above the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time to time, or (b) 3.25%. The obligations under the Presidential facility are secured by all of the assets of the Company, AILP, PCL and Liberty. The Presidential Facility will expire on March 27, 2018 (subject to earlier termination as provided in the Loan and Security Agreement) unless renewed. As of September 30, 2015, there were outstanding borrowings of $5,983,111 under the Presidential Facility (which represented 59.8% of the amount available thereunder) out of a total amount available for borrowing under the Presidential Facility of $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.
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LONG-TERM DEBT - RELATED PARTY
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Long-term Debt [Text Block] |
| 6 | LONG-TERM DEBT RELATED PARTY | Long-term debt consists of the following: | | September 30, | | | | 2015 | | 2014 | | Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | | $ | 1,414,799 | | $ | 1,332,472 | | | | | | | | | | Less current portion | | | (495,960) | | | (467,068) | | | | $ | 918,839 | | $ | 865,404 | | These obligations mature as follows: 2015 | | $ | 495,960 | | 2016 | | | 474,481 | | 2017 | | | 444,357 | | | | $ | 1,414,798 | |
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v3.3.1.900
DISCONTINUED OPERATIONS
|
12 Months Ended |
Sep. 30, 2015 |
Discontinued Operations and Disposal Groups [Abstract] |
|
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
| 7 | DISCONTINUED OPERATIONS | On August 28, 2013, the Company, and its wholly-owned subsidiary, The Janel Group Inc. (collectively, the “Seller”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Allports Logistics Anchor Warehouse, LLC (the “Purchaser”), an entity affiliated with Nicholas V. Ferrara, a former director of the Company. Under the terms of the Agreement, the Purchaser purchased certain of the Seller’s assets (the “NJ Assets”) used by the Seller in the Company’s Hillside, New Jersey freight forwarding and logistics operations (the “NJ Business”). The Company had originally acquired its New Jersey operations from an affiliate of Mr. Ferrara in two transactions in 2008 and 2010. The sale price of the NJ Assets consisted of $401,067 in cash, and the assumption of all future lease obligations with respect to the three office and warehouse facilities from which the Company conducted its New Jersey operations. At the closing of the sale on August 30, 2013, the Seller used the cash portion of the purchase price to repay outstanding obligations secured by the NJ Assets, including the $229,241 outstanding balance on the Seller’s term loan from CNB, and an aggregate $58,245 on two outstanding equipment financing arrangements. Simultaneously with the closing Mr. Ferrara (i) paid the Company $110,000 for the release of restrictions on competition which were agreed to as part of the 2008 portion of the acquisition of the NJ Business and (2) returned to the Company the 34,286 restricted common shares that were previously issued as part of the 2010 portion of the acquisition of the NJ Business (the restricted common shares were subject to an earn out, however, none of the restricted common shares were earned). All of the expenses of the NJ Business from and after the closing are the responsibility of the Purchaser. The Company retained its pre-closing accounts receivable and accounts payable with respect to the NJ Business the net proceeds on these accounts receivable and payable will be used to further reduce the Company’s obligations to Community National Bank. As previously reported by the Company, as of September 30, 2012 the Company had determined that there was full impairment of the goodwill relating to its 2008 and 2010 acquisitions of the NJ Business, and recorded an impairment loss of $1,167,070 on September 30, 2012, representing the write-off of all of the goodwill acquired in those transactions. As a result of the sale of the NJ Business to the Purchaser, the Company recorded a write off of $1,562,061 associated with the customer list from the 2008 and 2010 acquisitions of the NJ Business. As a result of the above, the Company elected to discontinue the operations of the NJ Business. Also, during June 2012 the Company elected to discontinue the operations of the food sales segment. The assets, liabilities and operations associated with the NJ Business and the food sales segment are summarized below. | | 2015 | | 2014 | | | | | | | | | | FOOD SALES DISCONTINUED OPERATIONS: | | | | | | | | REVENUES | | | - | | | - | | | | | | | | | | COSTS AND EXPENSES: | | | | | | | | Cost of sales | | | - | | | - | | Selling, general and administrative expenses | | | 244,039 | | | 71,824 | | Depreciation and amortization | | | - | | | - | | TOTAL COSTS AND EXPENSES | | | 244,039 | | | 71,824 | | | | | | | | | | Interest expense | | | - | | | - | | | | | | | | | | LOSS FROM DISCONTINUED OPERATIONS | | $ | (244,039) | | $ | (71,824) | |
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v3.3.1.900
STOCKHOLDERS' EQUITY
|
12 Months Ended |
Sep. 30, 2015 |
Stockholders' Equity Note [Abstract] |
|
Stockholders' Equity Note Disclosure [Text Block] |
Janel is authorized to issue 4,500,000 shares of common stock, par value $.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s board of directors or a duly authorized committee thereof, without stockholder approval. The board may fix the number of shares constituting each series and increase or decrease the number of shares of any series. | A. | Convertible preferred stock | Series A On January 10, 2007, the Company sold 20,000 unregistered shares of newly authorized $0.001 par value 3% Series A Convertible Preferred Stock (the “Series A Stock”) for a total of $500,000. The shares are convertible into shares of Janel’s $0.001 par value common stock at any time on a one-share for one-share basis. The Series A Stock pay a cumulative cash dividend at a rate of $15,000 per year payable quarterly. On September 30, 2015 and 2014 there were 20,000 Series A Stock outstanding. Series B On October 18, 2007, the Company issued 5,700 unregistered shares of newly authorized $0.001 par value Series B Convertible Preferred Stock (the “Series B Stock”) in connection with the acquisition of Order Logistics, Inc. (a discontinued operation). The shares are convertible into shares of Janel’s $0.001 par value common stock at any time after October 18, 2009 on a one-share (of Series B Stock) for ten-shares (of common stock) basis. On September 30, 2015 and 2014 there were 1,271 Series B Stock outstanding. Cumulative preferred stock Series C On August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 7,000 shares of Series C Cumulative Preferred Stock, par value $0.001 per share (the “Series C Stock”). On September 10, 2014 the Company sold 5,000 unregistered shares of the newly authorized Series C Cumulative Stock for $2,500,000. On September 24, 2014 the Company sold an additional 500 unregistered shares of the Series C Stock for $250,000. Holders of Series C Stock (“Series C Holders”) are entitled to receive annual dividends at a rate of 8.25% per annum of the original Series C Stock issuance price, or $10.00 per share subject to adjustment upon certain events (the “Original Issuance Price”), when, as and if declared by the Company’s Board of Directors, such 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%. In the event of liquidation, Series C Holders shall be paid an amount equal to the Original Issuance Price, plus any accrued but unpaid dividends thereon. Shares of Series C Preferred Stock may be redeemed (1) by the Company at any time upon notice and payment of the Original Issuance Price, plus any accrued but unpaid dividends thereon (“Redemption Price”) or (2) by the Series C Holders at their option beginning on the fourth anniversary of the issuance of the Series C Preferred Stock for an amount equal to the Redemption Price. On October 12, 2006, the Company’s Board of Directors authorized the purchase of up to 6,000 shares of the Company’s common stock, subject to certain conditions. The repurchase plan may be suspended by the Company at any time. As of September 30, 2015, 5,194 shares of the Company’s common stock have been repurchased under the plan at a cost of $114,703 and restored to the status of authorized and unissued. On October 4, 2010, the Company issued 34,286 shares of common stock at $17.50 per share or an aggregate of $600,000 in connection with the Ferrara International Logistics, Inc. acquisition of the same date. On August 28, 2013 the 34,286 shares of common stock were returned to the Company in connection with the sale of the Company’s New Jersey operation (refer to Note 7, above) on August 28, 2013. On October 6, 2013, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Oaxaca Group LLC, (the “Investor”), for the sale to the Investor of an aggregate 153,847 shares of the Company’s common stock at a purchase price of $3.25 per share, or an aggregate of $500,000. On October 30, 2013 the transaction closed. As part of the purchase, the Investor received warrants to purchase an aggregate 250,000 shares of common stock at $4.00 per share. The warrants expire five years after the closing date. The Agreement contains anti-dilution protections for the Investor. In addition, under the terms of the Agreement, the Company agreed that, at the Investor’s option, the Company will present two nominees nominated by the Investor to become members of the Company’s Board of Directors either through an action by written consent or through the vote of the Company’s stockholders at the next meeting of the Company’s stockholders, and from and after such time the size of the Company’s Board of Directors will be limited to no more than four members, unless approved by the Investor. Furthermore, the Company agreed that it will not take certain actions without the approval of the Investor. On February 27, 2015, the Company’s Board of Directors appointed Brendan Killackey, currently a Director of the Company as Chief Executive Officer. On March 2 2015 Mr. Killackey was issued 5,715 shares of the Company’s Common Stock with an aggregate value of $20,000 or $3.50 per share (the closing price per share on February 27, 2015), for his services through August 31, 2015, all of which was charged to expense in the year ended September 30, 2015. On August 13, 2015, Philip Dubato, the former CFO of Janel exercised options to purchase 14,000 shares of common stock at $3.25 per share. The total exercise price was $45,500. On October 30, 2013, options to purchase 95,000 shares of common stock at an exercise price of $3.25 per share were granted to key employees of the Company. The options were fully vested on the date of grant. The fair value of the options, as determined by using a Black- Scholes Option Pricing Model, was $237,492 and since the options were fully vested resulted in a $237,492 reduction to net income for the fiscal year ended September 30, 2014. On September 10, 2014, in connection with the employment agreement with John Joseph Gonzalez II, options to purchase 40,000 shares of common stock at an exercise price of $3.25 per share were granted to Mr. Gonzalez. The option vests in three installments: On each of September 10, 2015 and 2016, the option becomes exercisable with respect to 13,333 shares and on September 10, 2017, the option becomes exercisable with respect to the remaining 13,333 shares. Upon termination of Mr. Gonzalez’s employment, all unvested options terminate immediately and all unexercised options may be exercised for 90 days thereafter, except that if Mr. Gonzalez is terminated for cause as defined in the employment agreement or if Mr. Gonzalez 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 and since the options vest over a period of three years resulted in a $56,600 and $2,358 reduction of net income for the fiscal year ended September 30, 2015 and 2014 respectively.. On December 29, 2014, options to purchase 5,000 shares of common stock at an exercise price of $4.50 per share were granted to Brendan Killackey. The option vests in three installments: On each of December 29, 2015 and 2016, the option becomes exercisable with respect to 1,667 shares and on December 29, 2017, the option becomes exercisable with respect to the remaining 1,666 shares. The fair value of the options, as determined by using a Black-Scholes Option Pricing Model, was $22,500 and since the options vest over a period of three years resulted in an $1,875 and $5,625 reduction to net income for the three and twelve months ended September 30, 2015, respectively. In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(C), above), the Company issued warrants, all of which are currently outstanding, to purchase an aggregate 250,000 shares of common stock at $4 per share. The warrants expire five years after the closing date. The Company has no other stock warrants outstanding.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
INCOME TAXES
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12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Tax Disclosure [Text Block] |
The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: | | Year Ended September 30, | | | | 2015 | | 2014 | | | | | | | | | | Federal taxes (credits) at statutory rates | | $ | 217,000 | | $ | (214,000) | | Permanent differences | | | 17,000 | | | 10,000 | | State and local taxes, net of Federal benefit | | | 24,000 | | | 30,000 | | Prior Year Under accrual | | | 81,000 | | | - | | Change in valuation allowance | | | (189,000) | | | 196,000 | | | | $ | 150,000 | | $ | 22,000 | | The components of deferred income tax are as follows: Net operating loss carryforwards | | $ | 2,800,000 | | $ | 2,914,000 | | Amortization differences | | | (75,000) | | | - | | Valuation allowance | | | (2,725,000) | | | (2,914,000) | | Net deferred tax asset | | $ | - | | $ | - | | During the fiscal years ended September 30, 2015 and 2014, the Company recorded a valuation allowance against deferred tax assets in the amount of ($189,000) and $196,000, respectively, as the result of an evaluation of the Company’s deferred tax assets. The Company assessed the likelihood that its deferred tax assets would be recovered from future taxable income and determined that recovery was not more likely than not based upon all available evidence, both positive and negative. The amount of the non-cash valuation allowance reduction was based on management’s estimates of future taxable income by taking jurisdictions and the period over which the Company believes deferred tax assets will be recoverable. The Company has net operating loss carryforwards for income tax purposes which expire as follows: 2032 | | $ | 1,288,000 | | 2033 | | | 5,605,000 | | 2034 | | | 630,000 | | | | $ | 7,523,000 | |
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
PROFIT SHARING AND 401(k) PLANS
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12 Months Ended |
Sep. 30, 2015 |
Compensation and Retirement Disclosure [Abstract] |
|
Compensation and Employee Benefit Plans [Text Block] |
10 | PROFIT SHARING AND 401(k) PLANS | The Company maintains a non-contributory profit sharing plan and contributory 401(k) plans covering substantially all full-time employees. Subject to certain limitations, the 401K Plans allow participants to voluntarily contribute up to 15% of their pay on a pre-tax basis. Under the 401K Plans, the Company may make matching contributions on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s first 5%, 4% or 6% of compensation contributed as Elective Deferrals in the year. All participants are fully vested in their accounts in the 401K Plan with respect to their salary deferral contributions, and are vested in company matching contributions over a seven-, five- or five-year employment term. The expense charged to operations for the years ended September 30, 2015 and 2014 aggregated approximately $53,000 and $45,000, respectively.
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- DefinitionThe entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans.
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v3.3.1.900
COMMITMENTS AND CONTINGENCIES
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12 Months Ended |
Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Leases of Lessee Disclosure [Text Block] |
| 11 | COMMITMENTS AND CONTINGENCIES | The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2015 and 2014 was approximately $518,000 and $360,000, respectively. Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: Year ended September 30: | | | | | 2016 | | $ | 486,478 | | 2017 | | | 307,618 | | 2018 | | | 255,809 | | 2019 | | | 262,072 | | 2020 | | | 88,061 | | | | $ | 1,400,038 | | | (b) | Employment Agreements | The Company has employment agreements, including the employment agreement with Mr. Gonzalez in Note 2A, and Mr. Cioe and Mr. Charnley in Note 2C with certain employees expiring at various times through September 30, 2017. Such agreements provide for minimum salary levels. The aggregate commitment for future salaries at September 30, 2015, excluding bonuses and commissions, was approximately $760,000.
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- DefinitionThe entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.
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v3.3.1.900
RISKS AND UNCERTAINTIES
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12 Months Ended |
Sep. 30, 2015 |
Risks and Uncertainties [Abstract] |
|
Concentration Risk Disclosure [Text Block] |
| 12 | RISKS AND UNCERTAINTIES | The nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those offices or agents. | (b) | Concentration of credit risk | The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. (1) Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicated with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s financial position or results of operations. (2) The Company and/or its subsidiaries have been named as defendants in one lawsuit filed in New Jersey state court, alleging non-payment of food product purchases by the Company’s discontinued food segment subsidiary. The total claimed in the lawsuit in the aggregate (exclusive of any interest and costs) is approximately $1,080,000. The company has accrued $75,000 as a probable payment amount representing approximately $91,000 of product loss liability offset by $16,000 of prior payments made in accordance with the matter. The Company is vigorously defending the lawsuit with regards to the additional amounts claimed. | (d) | Concentration of customers | Sales to two major customers were approximately 39.2% and 52.3% of consolidated sales from continuing operations for the years ended September 30, 2015 and 2014, respectively. Amounts due from these customers aggregated approximately $946,000 and $1,134,000 at September 30, 2015 and 2014, respectively.
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- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
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v3.3.1.900
SUBSEQUENT EVENTS
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12 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
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Subsequent Events [Text Block] |
Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. There have been no other events that would require adjustment to or disclosure in the financial statements.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
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12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Accounting, Policy [Policy Text Block] |
Business description Janel Corporation and Subsidiaries (formerly known as Janel World Trade Ltd. and Subsidiaries) (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding via air, ocean and land-based carriers custom brokerage services, warehousing and distribution services, and other value-added logistics services. On April 15 2015 a Certificate of Amendment to The Articles of Organization was filed changing the Company’s name from Janel World Trade Ltd. to Janel Corporation.
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Consolidation, Policy [Policy Text Block] |
Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., , PCL Transport, LLC, Janel Alpha GP, LLC, and Liberty International Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation.
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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.
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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. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.
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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.
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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.
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Segment Reporting, Policy [Policy Text Block] |
Business segment information The Company operates as one reportable segment which is full service cargo transportation logistics management.
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Revenue Recognition, Policy [Policy Text Block] |
Revenues and revenue recognition Full service cargo transportation logistics management Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis.
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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.
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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.
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Comprehensive Income, Policy [Policy Text Block] |
Comprehensive income Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2015 and 2014 there was no accumulated other comprehensive income.
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Income Tax, Policy [Policy Text Block] |
Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
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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.
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Fair Value Measurement, Policy [Policy Text Block] |
Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
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Deferred Compensation [Policy Text Block] |
Deferred compensation Deferred compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992.
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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.
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Reverse Stock Split [Policy Text Block] |
Reverse Stock Split On April 15, 2015, the Company filed with the Nevada Secretary of State: (1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (“Reverse Stock Split”), such change which took effect on April 21, 2015. The Company issued one share of Common Stock for every fifty shares of Common Stock held as of the close of business on April 20, 2015. To avoid the issuance of fractional shares in connection with the Reverse Stock Split, if a shareholder would be entitled to receive a fractional share, such shareholder instead receive a whole share in lieu of such fractional share. 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.
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v3.3.1.900
ACQUISITION (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Business Combinations [Abstract] |
|
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: | | Fair Value | | | | | | | Accounts receivable, net | | $ | 2,987,487 | | Security deposits | | | 19,150 | | Prepaid expenses and other current assets | | | 654 | | Fixed assets | | | 1,446 | | Accounts payable and other liabilities | | | (4,501,561) | | Customer relationships | | | 4,480,000 | | Goodwill | | | 2,704,069 | | Purchase price | | $ | 5,691,245 | | | | Fair Value | | | | | | | Cash | | $ | 133,077 | | Accounts receivable, net | | | 2,677,492 | | Prepaid expenses and other current assets | | | 48,308 | | Fixed assets | | | 33,585 | | Accounts payable and other liabilities | | | (2,834,390) | | Trademarks | | | 320,000 | | Customer relationships | | | 780,000 | | Goodwill | | | 1,336,570 | | Purchase price | | $ | 2,494,642 | |
|
Business Acquisition, Pro Forma Information [Table Text Block] |
Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. | | (Unaudited) | | | | Pro Forma Results | | | | Year ended September 30, | | | | 2015 | | 2014 | | | | | | | | | | Revenues | | $ | 99,604,524 | | $ | 86,810,194 | | | | | | | | | | Income (Loss) before income taxes | | $ | 989,442 | | $ | (123,704) | | | | | | | | | | Fully diluted earnings (loss) per share | | $ | 1.67 | | $ | (.22) | |
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- DefinitionTabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.
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v3.3.1.900
PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Property, Plant and Equipment [Abstract] |
|
Property, Plant and Equipment [Table Text Block] |
A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: | | September 30, | | | | | | 2015 | | 2014 | | Life | | Furniture and fixtures | | $ | 131,112 | | $ | 23,204 | | 5-7 | | Computer equipment | | | 61,594 | | | 63,531 | | 5 | | Warehouse equipment | | | 36,609 | | | - | | 5-7 | | Leasehold improvements | | | 13,718 | | | - | | 5 | | | | | 243,033 | | | 86,735 | | | | Less accumulated depreciation | | | 165,541 | | | 70,085 | | | | | | $ | 77,492 | | $ | 16,650 | | | |
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- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
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v3.3.1.900
INTANGIBLE ASSETS (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Schedule of Finite-Lived Intangible Assets [Table Text Block] |
A summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation of amortization is as follows: Customer relationships | | $ | 4,480,000 | | 15 years | Goodwill | | | 2,704,069 | | | | | | 7,184,069 | | | Less accumulated amortization | | | 12,444 | | | | | $ | 7,171,625 | | | A summary of intangible assets resulting from the Liberty acquisition and the estimated useful lives used in the computation of amortization is as follows: Trademarks | | $ | 320,000 | | 20 years | Customer relationships | | | 780,000 | | 20 years | Goodwill | | | 1,336,570 | | | | | | 2,436,570 | | | Less accumulated amortization | | | 6,875 | | | | | $ | 2,429,695 | | |
|
Schedule of Intangible Assets and Goodwill [Table Text Block] |
A summary of the changes in intangible assets is as follows: | | 2015 | | Balance beginning of year | | $ | 7,171,625 | | Additions | | | 2,436,570 | | Amortization | | | (305,542) | | Balance end of year | | $ | 9,302,653 | |
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v3.3.1.900
LONG-TERM DEBT - RELATED PARTY (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Schedule of Long-term Debt Instruments [Table Text Block] |
Long-term debt consists of the following: | | September 30, | | | | 2015 | | 2014 | | Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | | $ | 1,414,799 | | $ | 1,332,472 | | | | | | | | | | Less current portion | | | (495,960) | | | (467,068) | | | | $ | 918,839 | | $ | 865,404 | |
|
Schedule of Maturities of Long-term Debt [Table Text Block] |
These obligations mature as follows: 2015 | | $ | 495,960 | | 2016 | | | 474,481 | | 2017 | | | 444,357 | | | | $ | 1,414,798 | |
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- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
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- DefinitionTabular disclosure of the combined aggregate amount of maturities and sinking fund requirements for all long-term borrowings for each of the five years following the date of the latest balance sheet date presented.
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v3.3.1.900
DISCONTINUED OPERATIONS (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Discontinued Operations and Disposal Groups [Abstract] |
|
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] |
The assets, liabilities and operations associated with the NJ Business and the food sales segment are summarized below. | | 2015 | | 2014 | | | | | | | | | | FOOD SALES DISCONTINUED OPERATIONS: | | | | | | | | REVENUES | | | - | | | - | | | | | | | | | | COSTS AND EXPENSES: | | | | | | | | Cost of sales | | | - | | | - | | Selling, general and administrative expenses | | | 244,039 | | | 71,824 | | Depreciation and amortization | | | - | | | - | | TOTAL COSTS AND EXPENSES | | | 244,039 | | | 71,824 | | | | | | | | | | Interest expense | | | - | | | - | | | | | | | | | | LOSS FROM DISCONTINUED OPERATIONS | | $ | (244,039) | | $ | (71,824) | |
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- DefinitionTabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
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INCOME TAXES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Schedule Of Income Tax Reconciliation [Table Text Block] |
The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: | | Year Ended September 30, | | | | 2015 | | 2014 | | | | | | | | | | Federal taxes (credits) at statutory rates | | $ | 217,000 | | $ | (214,000) | | Permanent differences | | | 17,000 | | | 10,000 | | State and local taxes, net of Federal benefit | | | 24,000 | | | 30,000 | | Prior Year Under accrual | | | 81,000 | | | - | | Change in valuation allowance | | | (189,000) | | | 196,000 | | | | $ | 150,000 | | $ | 22,000 | |
|
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
The components of deferred income tax are as follows: Net operating loss carryforwards | | $ | 2,800,000 | | $ | 2,914,000 | | Amortization differences | | | (75,000) | | | - | | Valuation allowance | | | (2,725,000) | | | (2,914,000) | | Net deferred tax asset | | $ | - | | $ | - | |
|
Summary of Operating Loss Carryforwards [Table Text Block] |
The Company has net operating loss carryforwards for income tax purposes which expire as follows: 2032 | | $ | 1,288,000 | | 2033 | | | 5,605,000 | | 2034 | | | 630,000 | | | | $ | 7,523,000 | |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Cash, FDIC Insured Amount |
$ 250,000
|
|
Deferred Compensation Liability, Classified, Noncurrent |
78,568
|
$ 78,568
|
Accrued Rent, Current |
$ 7,887
|
|
Stockholders' Equity, Reverse Stock Split |
(1) a Certificate of Change Pursuant to NRS 78.209 providing for a one-for-fifty reverse stock split (Reverse Stock Split), such change which took effect on April 21, 2015
|
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v3.3.1.900
ACQUISITIONS (Details) - USD ($)
|
Aug. 14, 2015 |
Sep. 10, 2014 |
Business Acquisition [Line Items] |
|
|
Cash |
$ 133,077
|
|
Accounts receivable, net |
2,677,492
|
$ 2,987,487
|
Security deposits |
|
19,150
|
Prepaid expenses and other current assets |
48,308
|
654
|
Fixed assets |
33,585
|
1,446
|
Accounts payable and other liabilities |
(2,834,390)
|
(4,501,561)
|
Trademarks |
320,000
|
|
Customer relationships |
780,000
|
4,480,000
|
Goodwill |
1,336,570
|
2,704,069
|
Purchase price |
$ 2,494,642
|
$ 5,691,245
|
X |
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v3.3.1.900
v3.3.1.900
ACQUISITION (Details Textual) - USD ($)
|
|
1 Months Ended |
12 Months Ended |
Aug. 14, 2015 |
Aug. 18, 2014 |
Sep. 30, 2015 |
Business Acquisition [Line Items] |
|
|
|
Business Combination, Consideration Transferred |
|
$ 5,691,245
|
|
Payments to Acquire Businesses, Gross |
|
4,358,773
|
$ 4,358,773
|
Employment Agreement, Annual Salary |
|
$ 200,000
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) |
|
40,000
|
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) |
|
$ 3.25
|
|
Officers' Compensation |
$ 30,000
|
|
|
Liberty International Inc. member |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Payments to Acquire Businesses, Gross |
$ 2,494,641
|
|
|
Contingent Consideration, Future Cash [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business Combination, Contingent Consideration, Liability |
|
$ 1,332,472
|
|
Contingent Consideration, Imputed Interest [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business Combination, Contingent Consideration, Liability |
|
$ 167,528
|
|
Contingent Consideration, Year One [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business Combination, Contingent Consideration Arrangements, Description |
|
|
$500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date);
|
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|
|
|
Business Acquisition [Line Items] |
|
|
|
Business Combination, Contingent Consideration Arrangements, Description |
|
|
$500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million
|
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|
|
|
Business Acquisition [Line Items] |
|
|
|
Business Combination, Contingent Consideration Arrangements, Description |
|
|
$500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million.
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v3.3.1.900
PROPERTY AND EQUIPMENT (Details) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 243,033
|
$ 86,735
|
Less accumulated depreciation |
165,541
|
70,085
|
Property, Plant and Equipment, Net |
77,492
|
16,650
|
Warehouse [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 36,609
|
0
|
Minimum [Member] | Warehouse [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Life (in years) |
5 years
|
|
Maximum [Member] | Warehouse [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Life (in years) |
7 years
|
|
Computer Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 61,594
|
63,531
|
Life (in years) |
5 years
|
|
Furniture and Fixtures [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 131,112
|
23,204
|
Furniture and Fixtures [Member] | Minimum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Life (in years) |
5 years
|
|
Furniture and Fixtures [Member] | Maximum [Member] |
|
|
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|
|
Life (in years) |
7 years
|
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 13,718
|
$ 0
|
Life (in years) |
5 years
|
|
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v3.3.1.900
INTANGIBLE ASSETS (Details)
|
12 Months Ended |
Sep. 30, 2015
USD ($)
|
AILP and PCL [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 7,184,069
|
Less accumulated amortization |
12,444
|
Finite-Lived Intangible Assets, Net |
7,171,625
|
Liberty Acquisition [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
2,436,570
|
Less accumulated amortization |
6,875
|
Finite-Lived Intangible Assets, Net |
2,429,695
|
Liberty Acquisition [Member] | Trademarks [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 320,000
|
Finite-Lived Intangible Asset, Useful Life (in years) |
20 years
|
Customer Relationships [Member] | AILP and PCL [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 4,480,000
|
Finite-Lived Intangible Asset, Useful Life (in years) |
15 years
|
Customer Relationships [Member] | Liberty Acquisition [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 780,000
|
Finite-Lived Intangible Asset, Useful Life (in years) |
20 years
|
Goodwill [Member] | AILP and PCL [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 2,704,069
|
Goodwill [Member] | Liberty Acquisition [Member] |
|
Intangible Assets [Line Items] |
|
Finite Lived Intangible Asset Acquired |
$ 1,336,570
|
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v3.3.1.900
NOTE PAYABLE - BANK (Details Textual) - USD ($)
|
|
1 Months Ended |
6 Months Ended |
12 Months Ended |
|
|
|
Sep. 10, 2014 |
Oct. 09, 2014 |
Aug. 18, 2014 |
Mar. 31, 2014 |
Sep. 30, 2015 |
Aug. 18, 2015 |
Sep. 25, 2014 |
Mar. 27, 2014 |
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Payments to Acquire Businesses, Gross |
|
|
$ 4,358,773
|
|
$ 4,358,773
|
|
|
|
Line of Credit Facility, Current Borrowing Capacity |
$ 3,500,000
|
|
|
|
|
|
|
|
Presidential Facility [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Line of Credit Facility, Expiration Period |
|
|
|
3 years
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
|
|
|
|
$ 10,000,000
|
|
|
|
Line Of Credit Facility Maximum Borrowing Capacity, Percentage |
70.00%
|
|
|
|
59.80%
|
|
|
|
Long-term Line of Credit |
|
|
|
|
$ 5,983,111
|
|
|
|
Presidential Facility [Member] | AILP and PCL [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Payments to Acquire Businesses, Gross |
$ 1,800,000
|
|
|
|
|
|
|
|
Presidential Facility [Member] | First Amendment [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
$ 5,000,000
|
|
|
|
|
|
|
|
Line Of Credit Facility Maximum Borrowing Capacity, Percentage |
85.00%
|
|
|
|
|
|
|
|
Presidential Facility [Member] | Second Amendment [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
|
|
|
|
|
|
$ 5,500,000
|
|
Presidential Facility [Member] | Thrid Amendment [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
|
$ 7,000,000
|
|
|
|
$ 10,000,000
|
|
|
Line Of Credit Facility Maximum Borrowing Capacity, Percentage |
|
85.00%
|
|
|
|
|
|
|
Line of Credit Facility, Expiration Date |
|
Mar. 27, 2018
|
|
|
|
|
|
|
Line of Credit Facility, Interest Rate During Period |
|
3.25%
|
|
|
|
|
|
|
Community National Bank [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Repayments of Lines of Credit |
|
|
|
$ 1,282,673
|
|
|
|
|
Presidential [Member] |
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
Line of Credit Facility, Current Borrowing Capacity |
|
|
|
|
|
|
|
$ 3,500,000
|
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- DefinitionPercentage of maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.
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v3.3.1.900
LONG-TERM DEBT - RELATED PARTY (Details) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). |
$ 1,414,799
|
$ 1,332,472
|
Less current portion |
495,960
|
467,068
|
Loans Payable to Bank, Noncurrent |
$ 918,839
|
$ 865,404
|
v3.3.1.900
LONG-TERM DEBT - RELATED PARTY (Details 1)
|
Sep. 30, 2015
USD ($)
|
2015 |
$ 495,960
|
2016 |
474,481
|
2017 |
444,357
|
Long-term Debt |
$ 1,414,798
|
X |
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DISCONTINUED OPERATIONS (Details Textual)
|
12 Months Ended |
Sep. 30, 2013
USD ($)
shares
|
New Jersey Freight Forwarding And Logistics Operations [Member] |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
Proceeds from Divestiture of Businesses |
$ 401,067
|
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt |
229,241
|
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other |
$ 58,245
|
Stock Repurchased and Retired During Period, Shares | shares |
34,286
|
Goodwill, Written off Related to Sale of Business Unit |
$ 1,167,070
|
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax |
1,562,061
|
Ferrara International Logistics Inc [Member] |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
Proceeds from Divestiture of Businesses |
$ 110,000
|
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v3.3.1.900
STOCKHOLDERS' EQUITY (Details Textual) - USD ($)
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
|
Aug. 13, 2015 |
Sep. 24, 2014 |
Sep. 10, 2014 |
Oct. 06, 2013 |
Oct. 04, 2010 |
Jan. 10, 2007 |
Mar. 02, 2015 |
Dec. 29, 2014 |
Aug. 18, 2014 |
Oct. 30, 2013 |
Aug. 28, 2013 |
Jun. 30, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Aug. 25, 2014 |
Oct. 18, 2007 |
Oct. 12, 2006 |
Common Stock, Shares Authorized |
|
|
|
|
|
|
|
|
|
|
|
|
4,500,000
|
4,500,000
|
|
|
|
Common Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
Preferred Stock, Shares Authorized |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
100,000
|
|
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
Dividends, Preferred Stock, Total |
|
|
|
|
|
|
|
|
|
|
|
|
$ 241,875
|
$ 27,262
|
|
|
|
Stock Repurchase Program, Number of Shares Authorized to be Repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
Stock Repurchased During Period, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
5,194
|
|
|
|
|
Stock Repurchased During Period, Value |
|
|
|
|
|
|
|
|
|
|
|
|
$ 114,703
|
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,750,000
|
|
|
|
Shares Issued, Price Per Share |
$ 3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price |
|
|
|
|
|
|
|
|
$ 3.25
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period |
14,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Stock Options Exercised |
$ 45,500
|
|
|
|
|
|
|
|
|
|
|
|
45,500
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Issued for Services |
|
|
|
|
|
|
5,715
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Issued for Services |
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
|
|
|
Shares Issued, Price Per Share |
|
|
|
|
|
|
$ 3.50
|
|
|
|
|
|
|
|
|
|
|
Brendan Killackey [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price |
|
|
|
|
|
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value |
|
|
|
|
|
|
|
$ 22,500
|
|
|
|
|
|
|
|
|
|
Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
|
|
|
|
$ 1,875
|
5,625
|
|
|
|
|
John Joseph Gonzalez II [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price |
|
|
$ 3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value |
|
|
$ 169,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
|
|
|
|
|
56,600
|
2,358
|
|
|
|
Share-based Compensation Award, Tranche One [Member] | Brendan Killackey [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number |
|
|
|
|
|
|
|
1,667
|
|
|
|
|
|
|
|
|
|
Sharebased compensation Award Tranche Period |
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Award, Tranche One [Member] | John Joseph Gonzalez II [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number |
|
|
13,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharebased compensation Award Tranche Period |
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Award, Tranche Two [Member] | Brendan Killackey [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number |
|
|
|
|
|
|
|
1,666
|
|
|
|
|
|
|
|
|
|
Sharebased compensation Award Tranche Period |
|
|
|
|
|
|
|
December 29, 2017
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Award, Tranche Two [Member] | John Joseph Gonzalez II [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number |
|
|
13,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharebased compensation Award Tranche Period |
|
|
September 10, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Employees [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value |
|
|
|
|
|
|
|
|
|
$ 237,492
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
|
|
|
|
|
|
|
|
95,000
|
|
|
|
|
|
|
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price |
|
|
|
|
|
|
|
|
|
$ 3.25
|
|
|
|
|
|
|
|
Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
|
|
$ 237,492
|
|
|
|
|
|
|
|
Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
153,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Warrant or Right, Number of Securities Called by Warrants or Rights |
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Warrant or Right, Exercise Price of Warrants or Rights |
|
|
|
$ 4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Expiration Period |
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Stock, Price Per Share |
|
|
|
$ 3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants To Purchase Of Common Stock |
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
Warrant Exercise Price Per Share |
|
|
|
|
|
|
|
|
|
$ 4.00
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends, Preferred Stock, Total |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
$ 0
|
|
|
|
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares |
|
|
|
|
34,286
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition Equity Interests Issued Or Issuable Par Value |
|
|
|
|
$ 17.50
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Repurchased and Retired During Period, Shares |
|
|
|
|
|
|
|
|
|
|
34,286
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
|
|
|
|
|
|
|
|
|
153,846
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 154
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period |
|
|
|
|
|
|
|
|
|
|
|
|
14,000
|
|
|
|
|
Stock Issued During Period, Value, Stock Options Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
$ 14
|
|
|
|
|
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable |
|
|
|
|
$ 600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Shares Authorized |
|
|
|
|
|
20,000
|
|
|
|
|
|
|
20,000
|
20,000
|
|
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
|
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Value, Issued |
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
$ 20
|
$ 20
|
|
|
|
Dividends, Preferred Stock, Total |
|
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
20,000
|
|
|
|
Preferred Stock, Shares Issued |
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
20,000
|
|
|
|
Series C Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Shares Authorized |
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
7,000
|
|
|
|
Preferred Stock, Value, Issued |
|
|
|
|
|
|
|
|
|
|
|
|
$ 6
|
$ 6
|
|
|
|
Preferred Stock, Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
5,500
|
5,500
|
|
|
|
Preferred Stock, Shares Issued |
|
|
|
|
|
|
|
|
|
|
|
|
5,500
|
5,500
|
|
|
|
Preferred Stock, Dividend Rate, Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
8.25%
|
|
|
|
|
Preferred Stock, Dividend Rate, Per-Dollar-Amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
Preferred Stock, Dividend Payment Rate, Variable |
|
|
|
|
|
|
|
|
|
|
|
|
rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25%
|
|
|
|
|
Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Shares Authorized |
|
|
|
|
|
|
|
|
|
|
|
|
5,700
|
5,700
|
|
5,700
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
Preferred Stock, Value, Issued |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1
|
$ 1
|
|
|
|
Preferred Stock, Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
1,271
|
1,271
|
|
|
|
Preferred Stock, Shares Issued |
|
|
|
|
|
|
|
|
|
|
|
|
1,271
|
1,271
|
|
|
|
Series C Cumulative Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
Preferred Stock, Shares Issued |
|
500
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Shares Designated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
Proceeds from Issuance of Preferred Stock and Preference Stock |
|
$ 250,000
|
$ 2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.3.1.900
INCOME TAXES (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Federal taxes (credits) at statutory rates |
$ 217,000
|
$ (214,000)
|
Permanent differences |
17,000
|
10,000
|
State and local taxes, net of Federal benefit |
24,000
|
30,000
|
Prior Year Under accrual |
81,000
|
0
|
Change in valuation allowance |
(189,000)
|
196,000
|
Income Tax Expense (Benefit) |
$ 150,000
|
$ 22,000
|
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v3.3.1.900
INCOME TAXES (Details 1) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Net operating loss carryforwards |
$ 2,800,000
|
$ 2,914,000
|
Amortization differences |
(75,000)
|
0
|
Valuation allowance |
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|
(2,914,000)
|
Net deferred tax asset |
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PROFIT SHARING AND 401(k) PLANS (Details Textual) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Defined Contribution Plan, Administrative Expenses |
$ 53,000
|
$ 45,000
|
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent |
15.00%
|
|
Defined Contribution Plan, Employer Contribution, Percent Description |
the Company may make matching contributions on behalf of the pre-tax contributions made up to a maximum of 25%, 40% or 50% of the participant’s first 5%, 4% or 6% of compensation contributed as Elective Deferrals in the year.
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COMMITMENTS AND CONTINGENCIES (Details)
|
Sep. 30, 2015
USD ($)
|
2016 |
$ 486,478
|
2017 |
307,618
|
2018 |
255,809
|
2019 |
262,072
|
2020 |
88,061
|
Operating Leases, Future Minimum Payments Due, Total |
$ 1,400,038
|
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RISKS AND UNCERTAINTIES (Details Textual) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Loss Contingency, Damages Sought, Value |
$ 1,080,000
|
|
Loss Contingency Accrual, Beginning Balance |
75,000
|
|
Litigation Settlement, Expense |
91,000
|
|
Gain (Loss) Related to Litigation Settlement |
16,000
|
|
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Two Customers [Member] |
|
|
Receivables from Customers |
$ 946,000
|
$ 1,134,000
|
Concentration Risk, Percentage |
39.20%
|
52.30%
|
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