LONG-TERM DEBT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-TERM DEBT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-TERM DEBT |
6.
LONG-TERM DEBT
The table below sets forth the total long-term debt, net of unamortized debt issuance cost, as of March 31, 2026 and September 30, 2025, respectively:
These obligations mature as follows:
Current Credit Facility
The 2025 Credit Facility
On December 29, 2025, the Company entered into a new credit facility agreement (the “2025 Credit Facility”) with Santander Bank and First Merchants Bank. The 2025 Credit Facility provides for a $40,000 Asset-Based Revolving Credit Facility (“Revolving Facility”), a $6,000 Term Loan (“Term Loan”), a $3,120 Mortgage Loan (“Mortgage Loan”) and a $10,000 Revolving Credit Facility (“RCF”) to be used for acquisitions, for an aggregate commitment of $59,120. The Revolving Facility, Term Loan and Mortgage Loans mature on December 29, 2030. The RCF matures on December 29, 2027, with any outstanding borrowings at that time being converted into a three-year term loan. Interest on the 2025 Credit Facility accrues at an annual rate equal to either a base rate or, at the election of the Company, a rate based on the term Secured Overnight Financing Rate (“Term ”) for the applicable interest period, plus an applicable margin ranging from 1.7% to 3.0%, based upon the consolidated senior leverage ratio of the Company (as defined in the agreement governing the 2025 Credit Facility). The Revolving Facility and RCF have a commitment fee payable on the undrawn amount ranging from 0.25% to 0.35% per annum.
For borrowings under the 2025 Credit Facility, the Company is subject to a minimum debt consolidated fixed charge coverage ratio of 1.2, a maximum consolidated leverage ratio of 4.5, and a maximum consolidated secured leverage ratio of 3.5 (each as defined in the agreement governing the 2025 Credit Facility). All financial covenants are calculated based on consolidated results.
The proceeds under the 2025 Credit Facility were
used to repay the Company’s outstanding loan balance of $33,021 under its previous
credit facilities and pay loan initiation fees of $942. In connection with the
2025 Credit Facility, the Company recorded a loss of approximately $445 on the
write-off of unamortized capitalized loan costs on the extinguishment of the
credit agreement entered into with First Merchants Bank on April 25, 2023 (the
"First Merchants Credit Agreement"), which is recorded in other (expense)
income, net in the condensed consolidated statements of operations for the six months
ended March 31, 2026. As of March 31, 2026, $17,496 and $17,548 were
the amounts outstanding and available for borrowing, respectively, under the
Revolving Facility. As of March 31, 2026, $349 and $9,651 were the amounts
outstanding and available for borrowing, respectively, under the RCF. The
effective interest rate on such borrowings outstanding was 6.07% per annum.
The Company was in compliance with the financial covenants defined in the 2025 Credit Facility as of March 31, 2026.
Prior Credit Facilities
The Santander Facility
The wholly-owned subsidiaries that comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, had a Loan and Security Agreement (as amended, the “Santander Loan Agreement”) with Santander Bank with respect to a revolving line of credit facility (the “Santander Facility”). The Company entered into an Eighth Amendment to the Santander Loan Agreement on November 1, 2024, allowing for maximum borrowings of $35,000 under the Santander Facility. Interest accrued at an annual rate equal to the one-month plus 2.35%. The Santander Loan Agreement had a maturity date of September 21, 2026.
On December 29, 2025, using the proceeds received from the 2025 Credit Facility, the Santander Facility of $20,838 was paid off in full and extinguished. See “the 2025 Credit Facility” section above for additional details.
The First Merchants Credit Agreement
On April 25, 2023, Indco and certain other subsidiaries of the Company that are part of the Life Sciences and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a credit agreement (the “First Merchants Credit Agreement”) with First Merchants Bank. The First Merchants Credit Agreement was amended on November 22, 2024 to provide for, among other changes, the conversion and extinguishment of the $3,700 under the existing Acquisition A loan into the Term A loan, an incremental increase to the Term A loan of $1,000, the establishment of a new Acquisition B loan with a borrowing capacity of $7,000, and the extension of the revolving line of credit.
Interest accrued on the previously outstanding revolving Term A loan and Acquisition B loans at an annual rate equal to one-month adjusted Term plus either (i) 2.75% (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75:1.00) or (ii) 3.50% (if the Borrowers’ total funded debt to EBITDA ratio is greater than to 1.75:1.00). Interest accrued on the existing Term B loan at an annual rate equal to the Term A loan. The revolving line of credit had a maturity date of November 22, 2029, and the Acquisition B loan had a maturity date of November 22, 2026.
As
of September 30, 2025, there were $2,900 of outstanding borrowings under the
acquisition loan, $7,885 of outstanding borrowings under the Term A loan, $559 of
outstanding borrowings under the Term B loan and $1,000 of outstanding
borrowings on the revolving loan, with interest accruing on all four loans at
an effective interest rate of 6.89%. On December 29, 2025, the Company drew on
the 2025 Credit Facility for $12,182 to fully pay off the First Merchants
Credit Agreement. See “The 2025 Credit Facility” above for additional details. As
of March 31, 2026, no amounts were outstanding under the First Merchants Credit
Agreement which was extinguished during the quarter ended December 31, 2025.
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