v3.26.1
FAIR VALUE MEASUREMENTS
6 Months Ended
Mar. 31, 2026
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS
12.
FAIR VALUE MEASUREMENTS
 
ASC Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC Topic 820 are described below:
 
Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
 
Level 2:
Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
 
Recurring Fair Value Measurements
 
The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:
 
                 
March 31, 2026    Level 1      Level 2      Level 3      Total  
Investment in marketable securities at fair value  $ 263   $ -    $ -    $ 263 
Restricted investments    250       -        -      250 
Total Assets  $ 513   $ -    $ -    $ 513 
 
                 
September 30, 2025    Level 1      Level 2      Level 3      Total  
Investment in Rubicon at fair value  $ 4,631   $ -    $ -    $ 4,631 
Investment in marketable securities at fair value    33       -       -     33 
Restricted investments    250       -        -      250 
Total Assets  $ 4,914   $ -    $ -    $ 4,914 
 
The following table sets forth a summary of the changes in the investment in marketable securities and restricted investments during the three and six months ended March 31, 2026 and 2025:
 
                         
     Three Months Ended
March 31,
     Six Months Ended
March 30,
 
     2026      2025      2026      2025  
Balance, beginning of period  $ 392   $ 2,163   $ 4,914   $ 1,824 
Acquisition of controlling financial interest of Rubicon      -        -      (4,631      -  
Unrealized gain (loss)    (13    570     35     873 
Purchase of securities (net of sales)    134     27     195     63 
Balance, end of period  $ 513   $ 2,760   $ 513   $ 2,760 
On August 19, 2022, the Company acquired 1,108,000 shares of Rubicon common stock at a price per share of $20.00, in a cash tender offer. As of September 30, 2025, the Company held 46.6% of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC Topic 320, Investments - Debt Securities. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provides a better indicator of value. The investment in Rubicon was re-measured at the end of each quarter based on the trading price, and any change in the value was reported in the condensed statement of operations as an unrealized gain or loss on marketable securities in Other (expense) income, net.
 
On October 14, 2025, the Company acquired an additional 7,000,000 shares of Rubicon Common Stock and obtained a controlling financial interest in Rubicon through its ownership of 86.5% of outstanding equity resulting in consolidation of Rubicon from the acquisition date. Immediately prior to the business combination, the investment was measured at fair value. In connection with the closing of the Contribution, the Company commenced a tender offer to purchase 426,000 shares of Rubicon common stock at $4.75 per share in cash, which expired on November 12, 2025. The shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, Janel Corporation owns approximately 91.0% of Rubicon’s common stock outstanding. See Note 2 – Acquisitions and Investments.
 
The following table sets forth a summary of the changes in the fair value of the Company’s investment in Rubicon, which was measured at fair value on a recurring basis prior to October 14, 2025, utilizing Level 1 assumptions in its valuation:
 
                         
     Three Months Ended
March 31,
   Six Months Ended
March 31,
     2026      2025      2026      2025  
Balance, beginning of period  $ -   $ 1,828   $ 4,631   $ 1,518 
Fair value adjustment to Rubicon investment      -      587     (4,631    897 
Balance, end of period  $   -    $ 2,415   $ -    $ 2,415 
 
There were no level 2 or 3 assets as of March 31, 2026 and September 30, 2025. There were no transfers between investment levels as of March 31, 2026 and September 30, 2025.
 
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:
 
                 
March 31, 2026    Level 1      Level 2      Level 3      Total  
Contingent earnout  $ 64   $ -    $ 30   $ 94 
Mandatorily redeemable noncontrolling interest      -        -      2,706     2,706 
Total Liabilities  $ 64   $ -    $ 2,736   $ 2,800 
 
                 
September 30, 2025    Level 1      Level 2      Level 3      Total  
Contingent earnout  $ 1,143   $ -    $ 1,504   $ 2,647 
Mandatorily redeemable noncontrolling interest      -        -      4,161     4,161 
Total Liabilities  $ 1,143   $ -    $ 5,665   $ 6,808 
 
These liabilities relate to the estimated fair value of earnout and mandatorily redeemable noncontrolling interest payments due to former business owners at previously acquired companies. The level 1 contingent earnout is fixed. The Company determined the fair value of the Level 3 liabilities using forecasted results through the expected earnout periods. The principal inputs to the approach include expectations of the specific business’s revenues in fiscal years 2025 through 2026 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent earnout liability and mandatorily redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy.[-- End "Note 13. Fair Value Measurements" Segment --][-- Start "Note 14. Leases Q1" Segment --]
 
The current and non-current portions of the fair value of the contingent earnout liabilities as of March 31, 2026 were $39 and $55, respectively. The current and non-current portions of the fair value of the contingent earnout liabilities as of September 30, 2025 were $2,592 and $55, respectively.
 
The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities for the three and six months ended March 31, 2026 and 2025, which are measured at fair value on a recurring basis utilizing Level 1 and Level 3 assumptions in their valuation:
 
                     
  Three Months Ended
March 31,
Six Months Ended
March 31,
     2026      2025      2026      2025  
Balance, beginning of period  $1,422   $2,380   $2,647   $2,350 
 Fair value of contingent consideration recorded in connection with business combinations    -     30     -     60 
Earnout payment
  (1,328   (1,078   (2,553   (1,078
Balance, end of period
 $94   $1,332   $94   $1,332