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NOTES PAYABLE - BANKS
3 Months Ended
Dec. 31, 2021
NOTES PAYABLE - BANKS [Abstract]  
NOTES PAYABLE - BANKS
6.
NOTES PAYABLE – BANKS
(A)
Santander Bank Facility
 
The wholly-owned subsidiaries which comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, have a Loan and Security Agreement with Santander with respect to a revolving line of credit facility (the “Santander Facility”). As most recently amended in September 2021, the Santander Facility provides that the Janel Group Borrowers can borrow up to $30,000 limited to 85% of the borrowers’ eligible accounts receivable, borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement. Interest accrues at an annual rate equal to LIBOR (30, 60 or 90 day) plus 2.25% subject to a LIBOR floor of 75 basis points at close, with a potential LIBOR floor reduction to 25 basis points upon certain conditions. The Company is provided the option of making Series C preferred payments or distributions if specified conditions are met. The Santander Loan Agreement matures on September 21, 2026. The Janel Group Borrowers’ obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan Agreement contains customary terms and covenants. As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet.
 
At December 31, 2021, outstanding borrowings under the Santander Facility were $23,842, representing 79.47% of the $30,000 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 3.00%.

At September 30, 2021, outstanding borrowings under the Santander Facility were $29,637, representing 98.8% of the $30,000 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 3.00%.

 The Company was in compliance with the covenants defined in the Santander Loan Agreement at both December 31, 2021 and September 30, 2021.
 
(B)
First Merchants Bank Credit Facility
 
Indco has a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank with respect to a $5,500 term loan, a $1,000 (limited to the borrowing base and reserves) revolving loan and a $680 mortgage loan (together, the “First Merchant Facility”).  Interest accrues on the term loan at an annual rate equal to the one-month LIBOR plus either 2.75% (if Indco’s total funded debt to EBITDA ratio is less than 2:1) or 3.5% (if Indco’s total funded debt to EBITDA ratio is greater than or equal to 2:1). Interest accrues on the revolving loan at an annual rate equal to the one-month LIBOR plus 2.75%. Interest accrues on the mortgage loan at an annual rate of 4.19%. Indco’s obligations under the First Merchants Facility are secured by all of Indco’s real property and other assets, and are guaranteed by Janel. Additionally, Janel’s guarantee of Indco’s obligations is secured by a pledge of Janel’s Indco shares.

The term loan and revolving loan portions of the First Merchants Facility will expire on August 30, 2024, and the mortgage loan will mature on July 1, 2025 (subject to earlier termination as provided in the First Merchants Credit Agreement), unless renewed or extended.

 As of December 31, 2021, there were no outstanding borrowings under the revolving loan, $2,519 of borrowings under the term loan, and $649 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 2.85% and 4.19%, respectively.

As of September 30, 2021, there were no outstanding borrowings under the revolving loan, $2,713 of borrowings under the term loan, and $655 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 2.83% and 4.19%, respectively.
 
Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both December 31, 2021 and September 30, 2021.
 
   
December 31,
2021
   
September 30,
2021
 
        (in thousands)  
Total Debt*
 
$
3,168
   
$
3,368
 
Less Current Portion
   
(809
)
   
(809
)
Long Term Portion  
$
2,359
   
$
2,559
 

*
Note: Term Loan is due in monthly installments of $65 plus monthly interest, at LIBOR plus 2.75% to 3.5% per annum, mortgage loan is due in monthly installments of $4, including interest at 4.19%. The credit facilities are collateralized by all of Indco’s assets and guaranteed by Janel.
 
(C)
First Northern Bank of Dixon

Antibodies Incorporated (“Antibodies”), a wholly-owned subsidiary of the Company (by succession), has a loan agreement (the “First Northern Loan Agreement”) with First Northern Bank of Dixon (“First Northern”), with respect to a $2,235 term loan (the “First Northern Term Loan”) which bears interest at an annual rate of Prime plus 325 basis points (currently 4.18%) and matures on November 14, 2029. In addition, Antibodies has a $750 revolving credit facility with First Northern which currently bears interest at the annual rate of Prime plus 325 basis points (currently 4.18%) and matures on November 5, 2022 (the “First Northern Revolving Loan”). There were no outstanding borrowings on the revolving credit facility as of December 31, 2021 or September 30, 2021.

Antibodies also has two separate business loan agreements with First Northern: a $125 term loan in connection with the expansion of solar generation capacity on the Antibodies property (“First Northern Solar Loan”) bearing interest at the annual rate of 4.43% (subject to adjustment in five years) and maturing on November 14, 2029; and a $60 term loan in connection with the expansion of generator capacity on the Antibodies property (“Generator Loan”) bearing interest at the annual rate of 4.25% and maturing on November 5, 2025. There were no outstanding borrowings under the Generator Loan as of December 31, 2021 or September 30, 2021.
 
As of December 31, 2021, the total amount outstanding under the First Northern Term Loan was $2,126, of which $2,070 is included in long-term debt and $56 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%.
 
As of September 30, 2021, the total amount outstanding under the First Northern Term Loan was $2,139, of which $2,084 is included in long-term debt and $55 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18%.

As of December 31, 2021, the total amount outstanding under the First Northern Solar Loan was $28, of which $21 is included in long-term debt, and $7 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%.

 As of September 30, 2021, the total amount outstanding under the First Northern Solar Loan was $105, of which $101 is included in long-term debt and $4 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43%.

The Company was in compliance with the covenants defined in the First Northern Loan Agreement at December 31, 2021 and September 30, 2021.
 
   
December 31,
2021
   
September 30,
2021
 
    (in thousands)
 
Total Debt*
 
$
2,154
   
$
2,244
 
Less Current Portion
   
(63
)
   
(59
)
Long Term Portion  
$
2,091
   
$
2,185
 

*
Long-term debt is due in monthly installments of $12 plus monthly interest, at 4.18% per annum. The note is collateralized by real property owned by Antibodies and guaranteed by Janel.