Janel Corp 10-Q for FY2025 Q1
Janel Corp (JANL)
10-Q
2025-02-07
For: 2024-12-31
View Original
Added on
April 06, 2026
About this 10-Q
Janel Corp filed this 10-Q on February 7, 2025, covering the quarter ended December 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $51.35M
- up 25.1% from $41.04M a year earlier
- Net income
- $659K
- up 138.8% from net income of $276K a year earlier
- Diluted EPS
- $0.28
- up 64.7% from $0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2024
OR
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number: 333-60608
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| New York, | | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212 ) 373-5895
Former name, former address and former fiscal year, if changed from last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
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Trading symbols(s)
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on which registered
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None
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None
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None
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ |
| | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The number of shares of Common Stock outstanding as of February 7, 2025 was 1,186,354 .
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Table of Contents
JANEL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
For Quarterly Period Ended December 31, 2024
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JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except share and per share data)
(Unaudited)
December 31, 2024 | September 30, 2024 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | $ | ||||||
Accounts receivable, net of allowance for doubtful accounts | ||||||||
Inventory, net | ||||||||
Prepaid expenses and other current assets | ||||||||
Total current assets | ||||||||
Property and Equipment, net | ||||||||
Other Assets: | ||||||||
Intangible assets, net | ||||||||
Goodwill | ||||||||
Restricted cash | ||||||||
Investment in marketable securities at fair value | ||||||||
Operating lease right of use asset | ||||||||
Security deposits and other long-term assets | ||||||||
Total other assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Lines of credit | $ | $ | ||||||
Accounts payable - trade | ||||||||
Accrued expenses and other current liabilities | ||||||||
Dividends payable | ||||||||
Current portion of earnout | ||||||||
Current portion of long-term debt | ||||||||
Current portion of subordinated promissory notes-related party | ||||||||
Current portion of operating lease liabilities | ||||||||
Total current liabilities | ||||||||
Other Liabilities: | ||||||||
Long-term debt | ||||||||
Long-term portion of earnout | ||||||||
Subordinated promissory notes-related party | ||||||||
Mandatorily redeemable non-controlling interest | ||||||||
Deferred income taxes | ||||||||
Long-term operating lease liabilities | ||||||||
Other liabilities | ||||||||
Total other liabilities | ||||||||
Total liabilities | ||||||||
Stockholders' Equity: | ||||||||
Preferred Stock, $ | ||||||||
Series C | ||||||||
Common stock, $ | ||||||||
Paid-in capital | ||||||||
Common treasury stock, at cost, | ( | ) | ( | ) | ||||
Accumulated earnings | ||||||||
Total stockholders' equity | ||||||||
Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
(Unaudited)
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
Revenues: | ||||||||
Logistics | $ | $ | ||||||
Life Sciences and Manufacturing | ||||||||
Total Revenues | ||||||||
Forwarding expenses and cost of revenues: | ||||||||
Forwarding expenses - Logistics | ||||||||
Cost of revenues - Life Sciences and Manufacturing | ||||||||
Total forwarding expenses and cost of revenues | ||||||||
Gross profit | ||||||||
Operating Expenses: | ||||||||
Selling, general and administrative | ||||||||
Amortization of intangible assets | ||||||||
Total Operating Expenses | ||||||||
Income from Operations | ||||||||
Other Items: | ||||||||
Interest expense | ( | ) | ( | ) | ||||
Other income (expense) | ( | ) | ||||||
Income Before Income Taxes | ||||||||
Income tax expense | ( | ) | ( | ) | ||||
Net Income | ||||||||
Preferred stock dividends | ( | ) | ( | ) | ||||
Non-controlling interest dividends | ( | ) | ||||||
Net Income Available to Common Stockholders | $ | $ | ||||||
Net income per share: | ||||||||
Basic | $ | $ | ||||||
Diluted | $ | $ | ||||||
Net income per share attributable to common stockholders: | ||||||||
Basic | $ | $ | ||||||
Diluted | $ | $ | ||||||
Weighted average number of shares outstanding: | ||||||||
Basic | ||||||||
Diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except share and per share data)
(Unaudited)
PREFERRED STOCK | COMMON STOCK | PAID-IN CAPITAL | COMMON TREASURY STOCK | ACCUMULATED EARNINGS | TOTAL EQUITY | |||||||||||||||||||||||||||||||
SHARES | $ | SHARES | $ | $ | SHARES | $ | $ | $ | ||||||||||||||||||||||||||||
Balance - September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
Net Income | — | — | — | |||||||||||||||||||||||||||||||||
Dividends to preferred stockholders | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Dividends to non-controlling interest | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Stock based compensation | — | — | — | |||||||||||||||||||||||||||||||||
Balance - December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||
PREFERRED STOCK | COMMON STOCK | PAID-IN CAPITAL | COMMON TREASURY STOCK | ACCUMULATED EARNINGS | TOTAL EQUITY | |||||||||||||||||||||||||||||||
SHARES | $ | SHARES | $ | $ | SHARES | $ | $ | $ | ||||||||||||||||||||||||||||
Balance - September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
Net Income | — | — | — | |||||||||||||||||||||||||||||||||
Dividends to preferred stockholders | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Stock based compensation | — | — | — | |||||||||||||||||||||||||||||||||
Balance - December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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JANEL CORPORATION AND SUBSIDIARIES
(in thousands)
(Unaudited)
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
(Recovery of) Provision for uncollectible accounts | ( | ) | ||||||
Depreciation | ||||||||
Amortization of intangible assets | ||||||||
Amortization of acquired inventory valuation | ||||||||
Amortization of loan costs | ||||||||
Stock-based compensation | ||||||||
Unrealized (gain) loss on marketable securities | ( | ) | ||||||
Change in fair value of mandatorily redeemable noncontrolling interest | ||||||||
Fair value adjustments of contingent earnout liabilities | ||||||||
Gain on extinguishment | ( | ) | ||||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable | ||||||||
Inventory | ( | ) | ||||||
Prepaid expenses and other current assets | ||||||||
Security deposits and other long-term assets | ( | ) | ||||||
Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
Other liabilities | ||||||||
Net cash provided by operating activities | ||||||||
Cash flows from investing activities: | ||||||||
Acquisition of property and equipment, net of disposals | ( | ) | ( | ) | ||||
Investment in marketable securities (net of dividends) | ( | ) | ||||||
Acquisitions | ( | ) | ||||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from (Repayments) of term loan | ( | ) | ||||||
Proceeds from (Payments to) Lines of credit, net | ( | ) | ||||||
Repayment of subordinate promissory notes, net | ( | ) | ( | ) | ||||
Repayment of acquisition loan | ( | ) | ||||||
Dividends paid to non-controlling interest | ( | ) | ||||||
Dividends paid to preferred shareholders | ( | ) | ||||||
Net cash provided by (used in) financing activities | ( | ) | ||||||
Net increase (decrease) in cash | ( | ) | ||||||
Cash at beginning of the period | ||||||||
Cash and restricted cash at end of period | ||||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | ||||||||
Income taxes | ( | ) | ||||||
Non-cash financing activities: | ||||||||
Dividends declared to preferred stockholders | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
JANEL CORPORATION AND SUBSIDIARIES
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of Article 8 of
Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Janel Corporation (the “Company” or “Janel”) believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements
reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be
expected for a full fiscal year, or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed
with the Securities and Exchange Commission.
Business Description
Janel is a holding company with subsidiaries in three business segments: Logistics, Life Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel’s capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent.
Management at the holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through
its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably-priced
companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.
Restricted Cash
Commencing in the second half of 2024, the Company insures certain risks through a newly formed wholly-owned captive insurance company, Gainesville Insurance Company, Inc. (“Gainesville”). In addition, we also maintain some of our normal, historical insurance policies with third-party insurers. $250 in restricted cash deposits are held by Gainesville as required by state insurance regulations to remain in the captive insurance company as cash or cash equivalents.
During
the first quarter of
2025, as part of the Eighth Amendment (the “Eighth Santander Amendment”) to the Santander Loan Agreement (as defined
herein), the
Company deposited $2,164 into a restricted cash account.
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.
Revenues and revenue recognition
Logistics
Revenues are recognized upon transfer of control of promised services to customers. With respect to its Logistics segment, the Company has determined
that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services.
The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services
rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services
are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one- to two-month period.
The Company evaluates whether amounts billed to customers should be reported as gross or net revenues. Generally, revenues are recorded on a gross
basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct
the use of the services provided by the third party. Revenues are recognized on a net basis when the Company is acting as agent, and we do not have latitude in carrier selection or in establishing rates with the carrier.
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Table of Contents
In the Logistics segment, the Company disaggregates its revenues by its four primary service categories: trucking, ocean freight, air freight, and customs brokerage and other. A summary of the Company’s revenues disaggregated by major service lines for the three months ended December 31, 2024 and 2023 was as follows (in thousands):
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
Service Type | ||||||||
Trucking | $ | $ | ||||||
Ocean | ||||||||
Air | ||||||||
Customs brokerage and other | ||||||||
Total | ||||||||
Life Sciences and Manufacturing
Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and
diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Revenues from the Company’s Manufacturing segment, which is comprised of Indco, Inc. (“Indco”), a majority-owned subsidiary of the Company that manufactures and
distributes mixing equipment and apparatus for specific applications within various industries, are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Revenues for Life Sciences and Manufacturing
are recognized when products are shipped and risk of loss is transferred to the carrier(s) used.
2. ACQUISITIONS AND INVESTMENTS
Fiscal 2024 Acquisitions
On
June 5, 2024, the Company completed a business combination whereby it acquired
a majority ownership position in Airschott, Inc. (“Airschott”), a
non-asset-based freight forwarder and customs broker, for an aggregate purchase
price of $5,810 . At closing, the Company purchased 80 % of the
outstanding stock of Airschott for $3,600 in cash, a
$1,200 floating-rate seller’s note, and net liabilities assumed of
$170 . The Company also agreed to purchase the remaining 20 % of
Airschott stock in three years for deferred consideration of the greater
of 20 % of 1.25 times the trailing twelve months gross
profit of Airschott and $1,200 . The acquisition was funded by our
existing acquisition draw facility with First Merchants Bank (“First
Merchants”) and through our existing asset-backed facility with Santander Bank,
N.A. (“Santander”). In connection with the combination, the Company recorded an
aggregate of $1,661 in goodwill and $4,320 in other identifiable
intangibles. Subsequently, the Company recorded a deferred tax liability of $977 . In the three months ended December 31, 2024, an
additional payment of $197 made on liabilities that
existed prior to the date of acquisition, increasing the goodwill related to the
acquisition by the same amounts. Supplemental
pro forma information has not been provided as the acquisition did not have a
significant impact on Janel’s consolidated results of operations, individually
or in aggregate. Airschott was founded in 1977 and is headquartered in Dulles,
Virginia. The acquisition of Airschott was completed to expand our service
offerings in our Logistics segment.
Life Sciences
On February 1, 2024, the Company completed a business combination whereby it acquired all the outstanding stock of ViraQuest, Inc. (“ViraQuest”) for an aggregate purchase price of $635 , net of $29 cash received. At closing, $600 was paid in cash and $64 was recorded as a preliminary earnout consideration. The acquisition was funded with cash provided by operating activities, and the results of operations of ViraQuest are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $74 in goodwill and $412 in other identifiable intangibles. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. ViraQuest is a biotechnology custom service provider specializing in adenovirus production services. ViraQuest was founded in 2000 and was headquartered in North Liberty, Iowa. The acquisition of ViraQuest was completed to expand our service offerings in our Life Sciences segment.
Fiscal 2023 Acquisitions
Life Sciences
On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall PhD, Ltd. (“SH”) for an aggregate purchase price of $600 . At closing, $500 was paid in cash and $100 was due to the former stockholder of SH as a deferred acquisition payment upon integration. The acquisition was funded with cash provided by normal operations, and the results of operations of SH are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $181 in goodwill and $202 in other identifiable intangibles. SH is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses. SH was founded in 2011 and is headquartered in Lafayette, Indiana. The acquisition of SH was completed to expand our product offerings in our Life Sciences segment.
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On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products for a purchase price of $500 . The Company recorded this acquisition as a royalty asset, which is included in intangible assets in the accompanying consolidated balance sheet (reclassed from Security deposits and other long-term assets in fiscal year 2024) and will be amortized over the estimated life of ten years.
Investment in Marketable Securities at fair value
As of each of December
31,
2024 and September 30,
2024, the Company owned 1,108,000 46.6
3. INVENTORY
December 31, 2024 | September 30, 2024 | |||||||
Finished goods | $ | $ | ||||||
Work-in-process | ||||||||
Raw materials | ||||||||
Gross inventory | ||||||||
Less – reserve for inventory valuation | ( | ) | ( | ) | ||||
Inventory net | $ | $ | ||||||
| 4. |
INTANGIBLE ASSETS
|
December 31, 2024 | September 30, 2024 | Life | ||||||||||
Customer relationships | $ | $ | | |||||||||
Trademarks/names | | |||||||||||
Trademarks/names | Indefinite | |||||||||||
Other | | |||||||||||
Less: Accumulated Amortization | ( | ) | ( | ) | ||||||||
Intangible assets, net | $ | $ | ||||||||||
| December 31, 2024 | September 30, 2024 | |||||||
Logistics | $ | $ | ||||||
Life Sciences | ||||||||
Manufacturing | ||||||||
Less: Accumulated Amortization | ( | ) | ( | ) | ||||
Intangible assets, net | $ | $ | ||||||
Amortization expense for the three months ended December 31, 2024 and 2023 was $641 and $538 , respectively.
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5. GOODWILL
The Company’s goodwill carrying amounts relate to acquisitions in the Logistics, Life Sciences and Manufacturing business segments.
December 31, 2024 | September 30, 2024 | |||||||
Logistics | $ | $ | ||||||
Life Sciences | ||||||||
Manufacturing | ||||||||
Total | $ | $ | ||||||
6. NOTES PAYABLE – BANKS
Logistics
Santander Bank Facility
The wholly-owned subsidiaries that comprise the
Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with
the Company as a guarantor, have a Loan and Security Agreement (as amended, the
“Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) with
respect to a revolving line of credit facility (the “Santander Facility”).
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.
On January 30, 2023, the Santander Loan Agreement was further amended by the Third Amendment to the Amended and Restated Loan and Security Agreement (the “Third Santander Amendment”). As amended by the terms of the Third Santander Amendment, the percentage of the Borrowers’ eligible accounts receivable used to calculate the borrowing base under the Loan Agreement was increased from 85 % to 90 % for Domestic Insured Accounts (as defined in the Amendment), subject to adjustments set forth in the Loan Agreement.
On April 25, 2023, in connection with an amendment to the Credit Agreement entered into with First Merchants Bank (“First Merchants”) as described further below, we entered into the Fourth
Amendment to the Amended and Restated Loan and Security Agreement (the “Fourth Santander Amendment”). The Fourth Santander Amendment (i) included modifications to address the amendments made to the First Merchants Credit Facilities (as defined
below) and the consolidation of the debt thereunder and (ii) terminated the subordination agreement relating to the Company’s guarantee of the First Merchant’s Credit Facilities.
On August 22, 2023, we entered into the Fifth Amendment to the Amended and Restated Loan and Security Agreement (the “Fifth Santander Amendment”). The Fifth Santander Amendment permitted certain unsecured guaranties by the Company in the ordinary course of business guarantying obligations of subsidiaries in an aggregate amount not to exceed $4,000 and related modifications to certain negative covenants.
On December 1, 2023, in connection with an amendment (the “Purchase Agreement Amendment”) to that certain Membership Interest Purchase Agreement dated as of September 21, 2021 (the “Purchase
Agreement”) among Janel Group, Inc. (“Janel Group”), a wholly-owned subsidiary of the Company, Expedited Logistics and Freight Services, LLC (“ELFS”) and former shareholders of ELFS (the “ELFS Sellers”), (i) the Janel Group Borrowers and
Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Santander Loan Agreement and (ii) the ELFS Sellers and
Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Subordination Agreement (as defined in the Santander
Loan Agreement) between Santander and the ELFS Sellers.
On December 21, 2023, we entered into the Sixth Amendment to the Santander Loan Agreement (the “Sixth Santander Amendment”). The Sixth Santander Amendment modified the reporting due date of the
monthly borrowing base calculation from the fifth day to the fifteenth day of each month.
On June 5, 2024, we entered into the Seventh Amendment to the Santander Loan Agreement (the “Seventh Santander Amendment”). The Seventh Santander
Amendment added Airschott as a loan party obligor and borrower.
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Table of Contents
On November 1, 2024, we entered into the Eighth Amendment to the Santander Loan Agreement. The Eighth Santander
Amendment changed terms to modify
the structure of our debt covenant and borrowing base calculation, including:
(i) the maximum revolving facility amount available was modified to $35,000
(limited to 90 % of the Janel Group Borrowers’ eligible accounts receivable
borrowing base and reserves, subject to adjustments set forth in the Santander
Loan Agreement); (ii) the LIBOR basis on which interest under the Santander
Loan Agreement was calculated under certain circumstances was changed to the
Secured Overnight Financing Rate (“SOFR”) and interest on the Santander
Facility accrues at an annual rate equal to the one-month plus 2.75 %;
(iii) the amount the Company is permitted to distribute to holders of the
Company’s Series C Preferred Stock if specified conditions are met received a
one-time increase from $1,000 to $3,000 ; and (iv) the amount of indebtedness of
the Company’s Antibodies Incorporated subsidiary that the Company was permitted
to guaranty was increased from $2,920 to $5,000 .
At December 31, 2024, outstanding borrowings under the Santander Facility were $18,094 , representing 51.7 % of the $35,000 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 7.05 %.
At September 30, 2024, outstanding borrowings under the Santander Facility were $19,313 , representing 55.2 % of the $35,000 available thereunder, and interest was accruing at an effective interest rate of 7.65 %.
The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both December 31, 2024 and September 30, 2024.
Life Sciences and Manufacturing
First Merchants Bank Credit Facility
On February 29, 2016, Indco entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants.
On April 25, 2023, Indco and certain other Subsidiaries of the Company that are part of the Life Science and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with First Merchants. The Credit Agreement constituted an amendment and restatement of the Prior First Merchants Credit Agreement. The credit facilities provided under the Credit Agreement (the “First Merchants Credit Facilities”) consisted of a $3,000 revolving loan (limited to the borrowing base and reserves), a $5,000 Acquisition A loan, a $6,905 Term A loan and a $620 Term B loan as a continuation of the mortgage loan under the Prior First Merchants Credit Agreement.
On January 10, 2024, the First Merchants Credit Facilities was amended to provide for, among other changes, permitted affiliate loans provided availability on its revolving loan both before and after giving effect to any such loan, is not less than $1,000 and maturity of such permitted affiliate loans are not to exceed fourteen days from disbursement.
On November 22, 2024, the First Merchants Credit Facilities was amended 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 , and the establishment of a new Acquisition B loan with a borrowing capacity of $7,000 .
Interest accrues on the outstanding revolving loan, Term A loan
and acquisition loan at an annual rate equal to one-month 2.75 1.75 3.50 1.75 4.19 %. The Borrowers’ obligations under
the First Merchants Credit Facilities are secured by all of the Borrowers’ real
property and other assets, and are guaranteed by the Company, and the Company’s
guarantee of the Borrowers’ obligations is secured by a pledge of the Company’s
equity interests in certain of the Borrowers. Pursuant to the November 22, 2024 amendment, the revolving loan
portion will expire on November 22, 2029, the Term A loan
portion will mature on November 22, 2029 July 1, 2025 and the Acquisition B loan will permit
multiple draws until November 22, 2026, at which point the outstanding principal amount will amortize,
with all remaining amounts due at maturity of the Acquisition B loan on November 22, 2031 ; each of the foregoing maturities are subject
to earlier termination as provided in the Credit Agreement and unless renewed
or extended.
As of December 31, 2024, there were no 8,540 of outstanding borrowings under the Term A loan, $579 of outstanding borrowings under the Term B loan, $1,593 of outstanding borrowings on the revolving loan, with interest accruing on revolving loan, Acquisition B loan and the Term A loan at an effective interest rate of 7.87 4.19 %.
As of September 30, 2024, there were $3,700 of outstanding borrowings under the Acquisition A loan, $4,028 of outstanding borrowings under the Term A loan and $585 of outstanding borrowings under the Term B loan, with interest accruing on the Acquisition A loan and revolving loan at an effective interest rate of 7.82 7.82 % and 4.19 %, respectively.
The Company was in compliance with the financial covenants defined in the First Merchants Credit Agreement at both December 31, 2024 and September 30,
2024.
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(in thousands) | December 31, 2024 | September 30, 2024 | ||||||
Total Debt | $ | $ | ||||||
Less Current Portion | ( | ) | ( | ) | ||||
Long-term Portion | $ | $ | ||||||
7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY
(A) ICT Subordinated Promissory Note
Aves Labs, Inc., a wholly-owned subsidiary of the
Company, was the obligor on a fixed 0.5 % subordinated promissory note in the
amount of $1,850 (the “ICT Subordinated Promissory Note”) issued to the former
owner of ImmunoChemistry Technologies, LLC (“ICT”), in connection with a
business combination whereby the Company acquired all of the membership
interests of ICT. The ICT Subordinated Promissory Note was payable in sixteen
scheduled quarterly installments of principal and interest beginning March 4,
2021, matured on December 4, 2024 . As of December 31, 2024, the amount outstanding under the ICT
Subordinated Promissory Note matured and was fully paid.
The ICT Subordinated Promissory Note was subordinated to and junior in
right of payment for principal interest premiums and other amounts payable to
Santander and First Merchants.
As of September 30, 2024, the amount outstanding under the ICT Subordinated Promissory Note was $55 , all of which is included in the current portion of subordinated promissory notes.
(B) ELFS Subordinated Promissory Notes
Janel Group is the obligor on four fixed 4 % subordinated promissory notes totaling $6,000 in the aggregate (together, the “ELFS Subordinated Promissory Notes”), payable to certain former shareholders of ELFS, in connection with the Company’s business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries. All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the Santander Facility and the First Merchants Credit Facility. The ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of principal together with accrued interest. Beginning October 15, 2021 and on the same day of the next eight consecutive calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders. Beginning October 15, 2023, and on the same day of the next twelve consecutive calendar quarters thereafter payment of principal together with accrued interest and unpaid interest is due to the former shareholders. In June 2022, the principal amount of the ELFS Subordinated Promissory Notes was adjusted to $5,100 due to a revised working capital adjustment of $900 .
On December 1, 2023, in connection with the Purchase Agreement Amendment among Janel Group and the ELFS Sellers, the Company extended the ELFS Subordinated Promissory Notes maturity by two years and restored the working capital adjustment (as defined in the Purchase Agreement) by $900 which increased the principal amount of the ELFS Subordinated Promissory Notes to $6,000 . The Company evaluated the accounting treatment related to the amendment and determined the agreements are substantially different and extinguished the original subordinated promissory notes and recorded the amended subordinated promissory notes at fair value of $4,654 . As a result, the Company recorded a debt discount of approximately $921 and a $21 gain on extinguishment.
As of December 31, 2024, the gross amount outstanding under the ELFS Subordinated Promissory Notes was $3,674 , of which $1,174 was included in the current portion of subordinated promissory notes and $2,500 was included in the long-term portion of subordinated promissory notes.
As of September 30, 2024, the amount outstanding under the ELFS Subordinated Promissory Notes was $3,918 , of which $1,173 was included in the current portion of subordinated promissory notes and $2,745 was included in the long-term portion of subordinated promissory notes.
(C) Airschott Subordinated Promissory Note
Janel Group is the obligor on a floating rate (Prime Rate plus 2 %)
subordinated promissory note in the amount of $1,200 issued (the "Airschott Subordinated Promissory Note"), to a former owner
of Airschott, in connection with the business
combination whereby Janel Group acquired Airschott. The note is payable
in twelve consecutive quarterly payments, commencing July 2024, of $100
together with accrued interest on the outstanding principal balance.
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As of December 31, 2024, the amount outstanding under the Airschott Subordinated Promissory Note was $1,000 , of which $400 was included in the current portion of subordinated promissory notes and $600 was
included in the long-term portion of subordinated promissory notes.
As of September 30, 2024, the amount outstanding under the Airschott Subordinated Promissory Note was $1,100 , of which $400 was included in the current portion of subordinated promissory notes and $700 was included in the long-term portion of subordinated promissory notes.
(in thousands) | December 31, 2024 | September 30, 2024 | ||||||
Total subordinated promissory notes | $ | $ | ||||||
Less current portion of subordinated promissory notes | ( | ) | ( | ) | ||||
Long-term portion of subordinated promissory notes | $ | $ | ||||||
8. STOCKHOLDERS’ EQUITY
(in thousands, except share and per share data)
Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001 . In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001 . 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 of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series.
(A) Preferred Stock
Series C Cumulative Preferred Stock
Shares of the Company’s Series C Cumulative
Preferred Stock (the “Series C Stock”) are entitled to receive annual dividends
at a rate of 5 % per annum of the original issuance price of $500 , when
and if declared by the Company’s Board of Directors, and increased by 1 %
on January 1, 2024. Such rate is to increase on each January 1 thereafter
for four years to a maximum rate of 9 %. The dividend
rate of the Series C Stock as of December 31, 2024 and September 30, 2024 was 6 7,959 and $7,957 as of December 31, 2024 and September 30, 2024, respectively.
For the three months ended December 31, 2024 and 2023, the Company declared dividends
on Series C Stock of $86 and $72 , respectively. At December 31, 2024 and September 30, 2024, the Company had accrued dividends of $2,274 and $2,271 , respectively.
(B) Equity Incentive Plan
On October 30, 2013, the board of directors of the Company adopted the Company’s 2013 Non-Qualified
Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up
to 100,000 shares of common stock for issuance to directors, officers,
employees of and consultants to the Company and its subsidiaries.
On May 12, 2017, the Company adopted the 2017
Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant
(i) incentive stock options, (ii) non-statutory stock options, (iii) restricted
stock awards and (iv) stock appreciation rights with respect to shares of the
Company’s common stock, par value of $0.001 per share (“Common Stock”), to
directors, officers, employees of and consultants to the Company. On September
21, 2021, the Board of Directors of the Company adopted the Amended and
Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”)
pursuant to which the Company may grant non-statutory stock options, restricted
stock awards and stock appreciation rights of Common Stock to employees,
directors and consultants to the Company and its subsidiaries.
The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and reflected certain other non-substantive amendments.
Participants and all terms of any grant under the Amended Plan are in the discretion of the Company’s Compensation Committee.
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9. STOCK-BASED COMPENSATION
(in thousands, except share and per share data)
Total stock-based compensation for the three months ended December 31, 2024 and 2023 amounted to $122 and $68 , respectively, and is included in selling, general and administrative expense in the Company’s statements of operations.
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
Outstanding balance at September 30, 2024 | $ | $ | ||||||||||||||
Granted | $ | $ | — | |||||||||||||
Outstanding balance at December 31, 2024 | $ | $ | ||||||||||||||
Exercisable at December 31, 2024 | $ | $ | ||||||||||||||
The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company’s common stock at December 31, 2024 of $40.00 per share and the exercise price of the stock options that had strike prices below such closing price.
As of December 31, 2024, there was approximately $367 of total unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized in fiscal year 2025.
Liability classified share-based awards
During the three months ended December 31, 2024 and fiscal year ended September 30, 2024, there were no
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10. INCOME PER COMMON SHARE
Three Months Ended December 31, | ||||||||
(in thousands, except per share data) | 2024 | 2023 | ||||||
Income: | ||||||||
Net income | $ | $ | ||||||
Preferred stock dividends | ( | ) | ( | ) | ||||
Non-controlling interest dividends | ( | ) | ||||||
Net income available to common stockholders | $ | $ | ||||||
Common Shares: | ||||||||
Basic - weighted average common shares | ||||||||
Effect of dilutive securities: | ||||||||
Stock options | ||||||||
Diluted - weighted average common stock | ||||||||
Income per Common Share: | ||||||||
Basic - | ||||||||
Net income | $ | $ | ||||||
Preferred stock dividends | ( | ) | ( | ) | ||||
Non-controlling interest dividends | ( | ) | ||||||
Net income available to common stockholders | $ | $ | ||||||
Diluted - | ||||||||
Net income | $ | $ | ||||||
Preferred stock dividends | ( | ) | ( | ) | ||||
Non-controlling interest dividends | ( | ) | ||||||
Net income available to common stockholders | $ | $ | ||||||
The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive. There were 22.5
11. INCOME TAXES
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
Federal taxes at statutory rates | $ | ( | ) | $ | ( | ) | ||
Permanent differences | ( | ) | ||||||
State and local taxes, net of Federal benefit | ( | ) | ( | ) | ||||
Total Income tax expense | $ | ( | ) | $ | ( | ) | ||
12. BUSINESS SEGMENT INFORMATION
As referenced above in Note 1, the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing.
The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources
to be allocated to the segments and to assess their performance.
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For the three months ended December 31, 2024 (in thousands) | Consolidated | Logistics | Life Sciences | Manufacturing | Corporate | |||||||||||||||
Revenues | $ | $ | $ | $ | $ | |||||||||||||||
Forwarding expenses and cost of revenues | ||||||||||||||||||||
Gross profit | ||||||||||||||||||||
Selling, general and administrative | ||||||||||||||||||||
Amortization of intangible assets | ||||||||||||||||||||
Income (loss) from operations | ( | ) | ||||||||||||||||||
Interest expense | ||||||||||||||||||||
Identifiable assets | ||||||||||||||||||||
Capital expenditures, net of disposals | $ | $ | $ | $ | $ | |||||||||||||||
For the three months ended December 31, 2023 (in thousands) | Consolidated | Logistics | Life Sciences | Manufacturing | Corporate | |||||||||||||||
Revenues | $ | $ | $ | $ | $ | |||||||||||||||
Forwarding expenses and cost of revenues | ||||||||||||||||||||
Gross profit | ||||||||||||||||||||
Selling, general and administrative | ||||||||||||||||||||
Amortization of intangible assets | ||||||||||||||||||||
Income (loss) from operations | ( | ) | ||||||||||||||||||
Interest expense | ||||||||||||||||||||
Identifiable assets | ||||||||||||||||||||
Capital expenditures, net of disposals | $ | $ | $ | $ | $ | |||||||||||||||
13. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
Assets | December 31, 2024 | September 30, 2024 | ||||||
Level 1 Investment in Rubicon at fair value | $ | $ | ||||||
Level 1 Investment in other
marketable securities at fair value | ||||||||
Total Investment in marketable securities at fair value | ||||||||
On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon at a price per share of $20.00 , in a cash tender offer. As of each of December 31, 2024 and September 30, 2024, the Company held 46.6
On October 4, 2023 , Rubicon announced that it had authorized a cash dividend of $1.10 per share of common stock of Rubicon and set October 16, 2023 as the record date for the distribution. On October 23, 2023 , the Company received $1,219 in dividends and recorded a fair value adjustment to its investment in Rubicon of $709 , which is included in other income and expense.
December 31, 2024 | September 30, 2024 | |||||||
Balance beginning of period | $ | $ | ||||||
Fair value adjustment to Rubicon investment | ( | ) | ||||||
Balance end of period | $ | $ | ||||||
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Contingent earnout liabilities | December 31, 2024 | September 30, 2024 | ||||||
Level 1 Contingent earnout liabilities | $ | $ | ||||||
Level 3 Contingent earnout liabilities | ||||||||
Total | $ | $ | ||||||
These liabilities relate to the
estimated fair value of earnout payments to former ImmunoBioScience Corp. (“IBSC”), ViraQuest, ELFS, and Airschott owners for
the periods ending December 31, 2024 and September
30, 2024.
On December 1, 2023, in connection with the Purchase Agreement Amendment among Janel Group and the ELFS Sellers described above, the parties agreed to certain modifications fixing the amount of the remaining earnout payments to ELFS in earnout years three and four to $1,078 each year. As a result, the measurement of the earnout liability became a Level 1 fair value measurement based on the present value of the negotiated payments.
On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, a non-asset-based freight forwarder and customs broker. As part of the business combination, the Company agreed to purchase the remaining 20 % of Airschott stock in three years for deferred consideration of the greater of 20 % of 1.25 times the trailing twelve months gross profit of Airschott and $1,200 .
The current and non-current portions of the fair value of the contingent earnout liabilities at December 31, 2024 were $1,262 and $2,165 , respectively. The current and non-current portions of the fair value of the contingent earnout liabilities at September 30, 2024 were $1,262 and $2,119 , respectively.
December 31, 2024 | September 30, 2024 | |||||||
Balance beginning of period | $ | $ | ||||||
Fair value of contingent consideration recorded in connection with business combinations | ||||||||
Earnout payment | ( | ) | ||||||
Fair value adjustment of
contingent earnout liabilities | ||||||||
Balance end of period | $ | $ | ||||||
The Company determined the fair value of the Level 3 contingent earnout liability 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 2024 through 2025 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the
contingent earnout liability is classified within Level 3 of the fair value hierarchy.
| 14. |
LEASES
|
The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease
right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our consolidated balance sheets. Assets and obligations related to finance leases are included in property,
technology and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments
arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the
incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or
terminate the lease when it is reasonably certain that we will exercise that option.
The Company’s agreements with lease and non-lease components are all each accounted for as a single lease component.
For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities
for all leases that qualify and records rent expense on a straight-line basis over the lease term.
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The Company has operating leases for office and warehouse space in certain locations where it conducts business. As of December 31, 2024, the remaining terms of the Company’s operating leases were between one and 110 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement.
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
Operating lease cost | $ | $ | ||||||
Short-term lease cost | ||||||||
Total lease cost | $ | $ | ||||||
Rent expense for the three months ended December 31, 2024 and 2023 was $707 and $699 , respectively.
Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of December 31, 2024 were $7,861 , $2,198 and $6,338 , respectively.
Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2024 were $8,621 , $2,419 and $6,585 , respectively.
During the three months ended December 31, 2024, the Company entered into one new operating lease and recorded an additional $59 in both operating lease right of use assets and corresponding lease liabilities.
As of December 31, 2024 and September 30, 2024, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 5.2 years and 6.23 % and 5.3 years and 5.72 %, respectively.
2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
2029 | ||||
Thereafter | ||||
Total undiscounted loan payments | ||||
Less: imputed interest | ( | ) | ||
Total lease obligation | $ |
15. SUBSEQUENT EVENTS
On January 14, 2025, two
minority owners of Indco exercised 21,778 and 13,829 options to purchase
Indco’s common stock at an average exercise price of $11.60 and $13.19 , respectively for an
aggregate purchase price of $253 and $182 , respectively. In conjunction with
the exercise, Indco issued related party promissory notes to the two minority
owners for amounts totaling the aggregate purchase price. The notes will be included
in other long-term assets. As a result of the exercise of options to purchase
Indco’s stock, the mandatorily redeemable non-controlling interest percentage
was 14.35 % as of the exercise
date.
On January 16, 2025 Antibodies Incorporated, a subsidiary of the Company, issued a Promissory Note to a third-party borrower for principal of $450 at an effective interest rate of 8.00 % with a maturity date of January 16, 2027 . The borrower has the option to borrow an additional $490 .
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The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial
statements and related notes thereto as of and for the three months ended December 31, 2024, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Amounts presented in this section
are in thousands, except share and per share data.
As used throughout this Report, “we,” “us”, “our,” “Janel,” “the Company,” “Registrant” and similar words refer to Janel Corporation and its
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”) contains certain
statements that are, or may 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 and that reflect management’s current
expectations with respect to our operations, performance, financial condition,
and other developments. These forward – looking statements may generally be
identified using the words “may,” “will,” “intends,” “plans,” projects,”
“believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and
similar expressions or the negative of these terms or other comparable
terminology. These statements are necessarily estimates reflecting management’s
best judgment based upon current information and involve several risks,
uncertainties and assumptions. We caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the date made,
and readers are advised that various factors, including, but not limited to,
those set forth elsewhere in this Report, could affect our financial
performance and could cause our actual results for future periods to differ
materially from those anticipated or projected. While it is impossible to identify
all such factors, such factors include, but are not limited to, our strategy of
expanding our business through acquisitions of other businesses; we may be
required to record a significant charge to earnings related to the impairment
of acquired assets; we may fail to realize the expected benefits or strategic
objectives of any acquisition, or that we spend resources exploring
acquisitions that are not consummated; risks associated with litigation,
including contingent auto liability and insurance coverage, and indemnification
claims and other unforeseen claims and liabilities that may arise from an
acquisition; changes in tax rates, laws or regulations and our acquired
companies and subsidiaries’ ability to utilize anticipated tax benefits; the
impact of rising interest rates on our investments, business and operations;
conflicts of interest with the minority shareholders of our business; we may
not have sufficient working capital to continue operations; we may lose
customers who are not obligated to long-term contracts to transact with us;
instability in the financial markets; changes or developments in U.S. laws or
policies; competition from companies with greater financial resources and from
companies that operate in areas in which we plan to expand; our dependence on
technically skilled employees; impacts from climate change, including the
increased focus by third-parties on sustainability issues and our ability to
comply therewith; competition from parties who sell their businesses to us and
from professionals who cease working for us; the level of our insurance
coverage, including related to product and other liability risks; our
compliance with applicable privacy, security and data laws; risks related to
the diverse platforms and geographies which host our management information and
financial reporting systems; our dependence on the availability of cargo space
from third parties; the impact of claims arising from transportation of freight
by the carriers with which we contract, including an increase in premium costs;
higher carrier prices may result in decreased adjusted gross profit; risks
related to the classification of owner-operators in the transportation
industry; recessions and other economic developments that reduce freight
volumes; other events affecting the volume of international trade and
international operations; risks arising from our ability to comply with
governmental permit and licensing requirements or statutory and regulatory
requirements; the impact of seasonal trends and other factors beyond our
control on our Logistics business; changes in governmental regulations applicable
to our Life Sciences business; the ability of our Life Sciences business to
continually produce products that meet high-quality standards such as purity,
reproducibility and/or absence of cross-reactivity; the ability of our Life
Sciences business to maintain, determine the scope of and defend its and its
competitors’ intellectual property rights; the impact of pressures in the life
sciences industry to increase the predictability of or reduce healthcare costs;
any decrease in the availability, or increase in the cost or supply shortages,
of raw materials used by Indco; risks arising from the environmental, health
and safety regulations applicable to Indco; the reliance of our Indco business
on a single location to manufacture their products; the controlling influence
exerted by our officers and directors and one of our stockholders; the
unlikelihood that we will issue dividends in the foreseeable future; and risks
related to ownership of our common stock, including share price volatility, our
ability to issue shares of preferred stock with greater rights than our common
stock, the lack of a guaranteed continued public trading market for our common
stock, and costs related to maintaining our status as a public company; terrorist
attacks and other acts of violence or war and such other factors that may be
identified from time to time in our Securities and Exchange Commission (“SEC”)
filings. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may vary
materially from those projected. You should not place undue reliance on any of
our forward-looking statements which speak only as of the date they are made.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
For a more detailed discussion of these factors, see our periodic reports filed
with the SEC, including our most recent Annual Report on Form 10-K for the
fiscal year ended September 30,
2024.
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OVERVIEW
Janel Corporation ("Janel," the "Company," or the "Registrant") is a holding company with subsidiaries in three business segments: Logistics, Life
Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel's capital at high
risk-adjusted rates of return; and attracting and retaining exceptional talent.
Management at the Janel holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries
where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition
strategy focuses on reasonably priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.
Our Business Segments
Logistics
The Company’s Logistics segment is comprised of several subsidiaries. The Logistics segment is a non-asset based, full-service provider of cargo
transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to
these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage,
bonding and additional labor charges.
On June 5, 2024, the Company completed a business combination whereby it acquired a
majority ownership position in Airschott, a non-asset-based freight forwarder and customs broker. At closing, the Company purchased 80% of the outstanding
stock of Airschott. The Company also agreed to purchase the remaining 20% of Airschott stock in three years.
Life Sciences
The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes
high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists. Our Life Sciences segment also produces
products for other life sciences companies on an original equipment manufacturer (OEM) basis.
On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall, PhD Ltd., which we
include in our Life Sciences segment.
On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which we include in our
Life Sciences segment.
On February 1, 2024, the Company completed a business combination whereby it acquired all of the outstanding stock of ViraQuest Inc., which we include
in our Life Sciences segment.
Manufacturing
The Company’s Manufacturing segment is comprised of Indco, Inc. (“Indco”). Indco is a majority-owned subsidiary of the Company that manufactures and
distributes mixing equipment and apparatus for specific applications within various industries. Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production
orders.
Investment in Marketable Securities at fair value
On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at
a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”). Pursuant to the terms of the Rubicon Purchase
Agreement, the acquired shares represented 45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the
SEC on August 12, 2022. The Company owned approximately 46.6% of Rubicon’s total issued and outstanding shares of common stock as of December 31, 2024 and September 30, 2024.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States.
These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.
Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our board of directors. For a description
of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K filed with
the SEC on December 6, 2024. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments,
often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no
significant changes to our critical accounting policies during the three months ended December 31, 2024.
NON-GAAP FINANCIAL MEASURES
While we prepare our financial statements in accordance with U.S. GAAP, we also utilize and present certain financial measures, in particular adjusted operating income, which is not based on or
included in U.S. GAAP (we refer to these as “non-GAAP financial measures”).
Organic Growth
Our non-GAAP financial measure of organic growth represents revenues and gross profit excluding those from acquisitions within the preceding 12 months. The organic growth presentation provides
useful period-to-period comparison of revenues as it excludes revenues from acquisitions that would not be included in the comparable prior period.
Adjusted Operating Income
As a result of our acquisition strategy, our net income includes material non-cash charges relating to the amortization of customer-related intangible assets in the ordinary course of business
as well as other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets such as customer relationships. Because these
charges are not indicative of our operations, we believe that adjusted operating income is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business that is
more representative of the actual results of our operations.
Adjusted operating income (which excludes the non-cash impact of amortization of intangible assets, stock-based compensation and cost recognized on the
sale of acquired inventory valuation) is used by management as a supplemental performance measure to assess our business’s ability to generate cash and economic returns.
Adjusted operating income is a non-GAAP measure of income and does not include the effects of preferred stock dividends, interest and taxes.
We believe that organic growth and adjusted operating income provide useful information in understanding and evaluating our operating results in the same manner as management. However, organic
growth and adjusted operating income are not financial measures calculated in accordance with U.S. GAAP and should not be considered as a substitute for total revenues, operating income or any other operating performance measures calculated in
accordance with U.S. GAAP. Using these non-GAAP financial measures to analyze our business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events
and circumstances that users of the financial statements may find significant.
In addition, although other companies in our industries may report measures titled organic growth, adjusted operating income or similar measures, such non-GAAP financial measures may be
calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider organic growth and adjusted operating income alongside
other financial performance measures, including total revenues, operating income and our other financial results presented in accordance with U.S. GAAP.
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Results of Operations – Janel Corporation – Three Months Ended December 31, 2024 and 2023
Our results of operations and period-over-period changes are discussed in the following section. The tables and discussion should be read in
conjunction with the accompanying Condensed Consolidated Financial Statements and the notes thereto.
Our consolidated results of operations are as follows:
Three Months Ended December 31, | ||||||||
(in thousands) | 2024 | 2023 | ||||||
Revenues | $ | 51,354 | $ | 41,035 | ||||
Forwarding expenses and cost of revenues | 36,212 | 26,890 | ||||||
Gross profit | 15,142 | 14,145 | ||||||
Total operating expenses | 13,933 | 13,143 | ||||||
Income from operations | 1,209 | 1,002 | ||||||
Net income | 659 | 276 | ||||||
Adjusted operating income | $ | 2,041 | $ | 1,694 | ||||
Consolidated revenues for the three
months ended December 31, 2024 were $51,354, which was $10,319 or 25.1% higher than the prior
year period. Revenues over this period increased primarily due to the inclusion of revenues from Airschott,
which was acquired in June 2024.
Income from operations for the three months ended December 31, 2024 was $1,209 compared with $1,002 in the prior year period. The increase for the
three months ended December 31, 2024 resulted from the inclusion of Airschott gross profit.
Net income for the three months ended December 31, 2024 totaled $659, or $0.55 per diluted share, compared to net income of $276, or $0.23 per diluted
share, for the three months ended December 31, 2023. The increase in net income was largely due to greater income from operations in our Logistics segment and a non-cash mark-to-market increase of our equity investment.
Adjusted operating income for the three months ended December 31, 2024 was $2,041, an increase
of $347, compared to $1,694 in the prior year period. The increase for the three months ended December 31, 2024 resulted primarily from an increase in income from operations in our Logistics segment, partially offset by
decreases in income from operations in our Life Sciences and Manufacturing
segments.
The following table sets forth a reconciliation of operating income to adjusted operating income:
Three Months Ended December 31, | ||||||||
(in thousands) | 2024 | 2023 | ||||||
Income from operations | $ | 1,209 | $ | 1,002 | ||||
Amortization of intangible assets | 641 | 538 | ||||||
Stock-based compensation | 122 | 71 | ||||||
Cost recognized on sale of acquired inventory | 69 | 83 | ||||||
Adjusted operating income | $ | 2,041 | $ | 1,694 | ||||
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Results of Operations – Logistics – Three Months Ended December 31, 2024 and 2023
Our Logistics business helps its clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability.
Key services include freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company
earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor
charges.
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
(in thousands) | ||||||||
Revenues | $ | 46,086 | $ | 35,215 | ||||
Forwarding expenses | 34,708 | 25,214 | ||||||
Gross profit | 11,378 | 10,001 | ||||||
Gross profit margin | 24.7 | % | 28.4 | % | ||||
Selling, general and administrative expenses | 9,368 | 8,865 | ||||||
Income from operations | $ | 2,010 | $ | 1,136 | ||||
Revenues
Total revenues for the three months ended December 31, 2024 was $46,086 as compared to $35,215 for the three months ended December 31, 2023, an
increase of $10,871 or 30.9%. Revenues increased primarily due to the inclusion of Airschott revenues, as well as increased freight rates.
Gross Profit
Gross profit for the three months ended December 31, 2024 was $11,378, an increase of $1,377, or 13.8%, as compared to $10,001 for the three
months ended December 31, 2023. The inclusion of
Airschott, added $1,160 in gross profit. The gross profit
organic growth percentage was 2.2% for the three months ended December 31, 2024. Gross profit margin decreased to 24.7% for the three months ended December 31, 2024, compared to 28.4% for the prior year period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended December 31, 2024 were $9,368, as compared to $8,865 for the three months ended
December 31, 2023. This increase of $503, or 5.7%, was mainly due to the inclusion of Airschott personnel expenses.
Income from Operations
Income from operations increased by $874 to $2,010 for the three months ended December 31, 2024, as compared to income from operations of $1,136 for the three months ended December 31, 2023. Income from operations increased as a result of improved margins at Airschott. Income from
operations as a percentage of gross profit for the three months ended December 31, 2024 was 17.7% compared to 11.4% in the prior year period, largely due to higher revenues.
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Results of Operations – Life Sciences – Three Months Ended December 31, 2024 and 2023
The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes
antibodies as well as research and diagnostic reagents for, and provides custom services to academic, non-profit and commercial customers.
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
(in thousands) | ||||||||
Revenues | $ | 2,983 | $ | 3,481 | ||||
Cost of sales | 381 | 523 | ||||||
Cost recognized upon sale of acquired inventory | 69 | 83 | ||||||
Gross profit | 2,533 | 2,875 | ||||||
Gross profit margin | 84.9 | % | 82.6 | % | ||||
Selling, general and administrative expenses | 1,999 | 1,750 | ||||||
Income from operations | $ | 534 | $ | 1,125 | ||||
Revenues
Total revenues was $2,983 and $3,481 for the three months ended December 31, 2024 and 2023, respectively, reflecting a decrease of $498 or 14.3%
compared to the prior year period primarily due to the timing of orders. Organic growth decreased 15.5% excluding acquired revenues of $40, due to the timing of orders.
Gross Profit
Gross profit was $2,533 and $2,875 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $342, or 11.9%. During the three
months ended December 31, 2024 and 2023, gross profit margin was 84.9% and 82.6%, respectively, as cost recognized upon sale of acquired inventory declined slightly and product mix improved due to contributions from past acquisitions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the Life Sciences segment were $1,999 and $1,750 for the three months ended December 31, 2024 and
2023, respectively. The period-over-period increase was largely due to investments to support growth.
Income from Operations
Income from operations for the three months ended December 31, 2024 and 2023 was $534 and $1,125, respectively, a decrease of $591 or 52.5%, primarily due to the
timing of orders.
Results of Operations - Manufacturing – Three Months Ended December 31, 2024 and 2023
The Company’s Manufacturing segment manufactures and distributes mixing equipment and apparatuses for specific applications within various industries.
The customer base is comprised of small- to mid-sized businesses as well as other larger customers for which they fulfill repetitive production orders.
Three Months Ended December 31, | ||||||||
2024 | 2023 | |||||||
(in thousands) | ||||||||
Revenues | $ | 2,285 | $ | 2,339 | ||||
Cost of sales | 1,054 | 1,070 | ||||||
Gross profit | 1,231 | 1,269 | ||||||
Gross profit margin | 53.9 | % | 54.3 | % | ||||
Selling, general and administrative expenses | 941 | 784 | ||||||
Income from operations | $ | 290 | $ | 485 | ||||
Revenues
Total revenues was $2,285 and $2,339 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $54 or 2.3%. The decrease in
revenues for the three months ended December 31, 2024 primarily reflected an increase in discounts on manufactured products based on customers' volume purchases.
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Gross Profit
Gross profit was $1,231 and $1,269 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $38. Gross profit margin for the
three months ended December 31, 2024 and 2023 was 53.9% and 54.3%, respectively. The period-over-period decrease in gross profit margin was primarily due to a decrease in sales volume combined with a product mix variance.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $941 and $784 for the three months ended December 31, 2024 and 2023, respectively, an increase of
$157, or 20.0%. The increase was primarily due to bonuses expensed during the quarter relating to the refinancing of the First Merchants Credit Facilities.
Income from Operations
Income from operations was $290 for the three months ended December 31, 2024 compared to $485 for the three months ended December 31, 2023,
representing a 40.2% decrease from the prior year period, primarily due to an increase in selling, general and administrative expenses.
Results of Operations – Corporate and Other – Three Months Ended December 31, 2024 and 2023
Below is a reconciliation of income from operating segments to net income available to common stockholders.
Three Months Ended December 31, | ||||||||
(in thousands) | 2024 | 2023 | ||||||
Total income from operating segments | $ | 2,834 | $ | 2,746 | ||||
Corporate expenses | (862 | ) | (1,135 | ) | ||||
Amortization of intangible assets | (641 | ) | (538 | ) | ||||
Stock-based compensation - Corporate | (122 | ) | (71 | ) | ||||
Total corporate expenses | (1,625 | ) | (1,744 | ) | ||||
Interest expense | (666 | ) | (524 | ) | ||||
Other expense | 314 | (10 | ) | |||||
Net income before taxes | 857 | 468 | ||||||
Income tax expense | (198 | ) | (192 | ) | ||||
Net income | 659 | 276 | ||||||
Preferred stock dividends | (86 | ) | (72 | ) | ||||
Non-controlling interest dividends | (243 | ) | — | |||||
Net income Available to Common Stockholders | $ | 330 | $ | 204 | ||||
Total Corporate Expenses
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, decreased by
$119, or 6.8%, to $1,625 in the three months ended December 31, 2024 as compared to $1,744 for the three months ended December 31, 2023. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather
than at the segment level.
Interest Expense
Interest expense for the consolidated company increased $142, or 27.1%, to $666 for the three months ended December 31, 2024 from $524 for the three
months ended December 31, 2023. The increase was primarily due to higher interest rates partially offset by lower average debt balances.
Income Tax Expense
On a consolidated basis, the Company recorded an income tax expense of $198 for the three months ended December 31, 2024, as compared to an income tax expense of
$192 for the three months ended December 31, 2023. The increase in expense was primarily due to an increase in income from operations.
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Preferred Stock Dividends
Preferred stock dividends include any dividends accrued on the Company’s Series C Cumulative Preferred Stock (the “Series C Preferred Stock”). For the
three months ended December 31, 2024 and 2023, preferred stock dividends were $86 and $72, respectively.
Non-Controlling Interest Dividends
Non-controlling interest dividends include the dividends accrued and
paid to the non-controlling interest of Indco (the “Non-controlling interest dividends”).
For the three months ended December 31, 2024, non-controlling interest dividends were $243.
Net Income
Net income was $659, or $0.55 per diluted share, for the three months ended December 31, 2024 compared to net income of $276, or $0.23 per diluted
share, for the three months ended December 31, 2023. The increase in net income was largely due to higher profits in our Logistics segment and a non-cash mark-to-market increase of an equity investment.
Income Available to Common Stockholders
Income available to holders of Common Stock was $330, or $0.28 per diluted share, for the three months ended December 31, 2024 compared to income
available to holders of Common Stock of $204, or $0.17 per diluted share, for the three months ended December 31, 2023. The increase in net income available to common stockholders is due to an increase net income, partially offset by an increase in
preferred stock dividends.
LIQUIDITY AND CAPITAL RESOURCES
General
Our ability to satisfy liquidity requirements—including meeting 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. Our Logistics segment depends on commercial credit facilities to fund
day-to-day operations as there is a difference between the timing of collection cycles and the timing of payments to vendors.
As a customs broker, our Logistics segment makes significant cash advances for a select group of our credit-worthy customers. These cash advances are
for customer obligations such as the payment of duties and taxes to customs authorities primarily in the United States. Increases in duty rates could result in increases in the amounts we advance on behalf of our customers. Cash advances are a
“pass through” and are not recorded as a component of revenues and expenses. The billings of such advances to customers are accounted for as a direct increase in accounts receivable from the customer and a corresponding increase in accounts payable
to governmental customs authorities. These “pass through” billings can influence our traditional credit collection metrics.
For customers that meet certain criteria, we have agreed to extend payment terms beyond our customary terms. Management believes that it has
established effective credit control procedures and has historically experienced relatively insignificant collection problems. Our subsidiaries depend on commercial credit facilities to fund 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 make significant capital expenditures.
Our cash flow performance for the 2025 fiscal year may not necessarily be indicative of future cash flow performance.
Cash flows from operating activities
Net cash provided by operating activities was $1,754 for the three months ended December
31, 2024, versus $3,006 provided by operating activities for the three months ended December 31, 2023. The decrease in cash provided by operations for the three months ended December 31, 2024 compared to the prior year period was primarily due to a decrease in net income adjusted by non-cash items of $676 and a decrease in net working capital of $576.
Cash flows from investing activities
Net cash used in investing activities totaled $324 for the three months ended December 31, 2024, versus $53 used in investing activities for the three months ended December 31, 2023. The change in net cash used in investing activities was primarily due to purchase price adjustments relating to payments made on liabilities existing prior to the date of acquisition.
Cash flows from financing activities
Net cash provided by financing activities was $252 for the three months ended December 31, 2024, versus net cash used in financing activities of $3,835 for the
three months ended December 31, 2023. Net cash provided by financing activities for the three months ended December 31, 2024 included the conversion and extinguishment of the acquisition loan into the term loan and proceeds from the line of
credit, partially offset by repayment of subordinate promissory notes, dividends paid to preferred stockholders, and dividends paid to non-controlling interest.
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Off-Balance Sheet Arrangements
As of December 31, 2024, we had no off-balance sheet arrangements or obligations.
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives.
Our management, with the participation of our Principal
Executive Officer and our Principal Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024, the end of the period covered by this Quarterly
Report on Form 10-Q. Based on such evaluation, our Principal Executive Officer
and our Principal Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures are
designed at a reasonable assurance level and are effective to provide
reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the rules and
forms of the SEC, and that such information is accumulated and communicated to
our management, including our Principal Executive Officer and our Principal
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
There has been no change in the Company’s overall internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 business, results of operations, financial condition or cash flows.
For a discussion of the Company’s potential risks or uncertainties, please see “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2024. There have been no material changes to the risk factors disclosed in Part I—Item 1A of the Company’s 2024 Annual Report.
There were no unregistered sales of equity securities during the three months ended December 31, 2024. In addition, there were no shares of Common
Stock purchased by us during the three months ended December 31, 2024.
| 10.1 | Eighth Amendment to Amended and Restated Loan and Security Agreement, dated November 1, 2024, by and among Santander Bank, N.A., as lender, Janel Group, Inc., Expedited Logistics and Freight Services, LLC, ELFS Brokerage LLC, and Airschott, Inc., as borrower, Janel Corporation, Expedited Logistics and Freight Services, LLC, as obligors (filed herewith). | |
| 10.2a | Second Amendment to Amended and Restated Acquisition Note, dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith). | |
| 10.2b | Second Amendment to Amended and Restated Revolving Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith). | |
| 10.2c | Second Amendment to Amended and Restated Term A Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith). | |
| 10.2d | Second Amendment to Amended and Restated Term B Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith). | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed herewith). | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Chief Financial Officer (filed herewith). | |
| 32.1 | Section 1350 Certification of Principal Executive Officer (filed herewith). | |
| 32.2 | Section 1350 Certification of Principal Chief Financial Officer (filed herewith). | |
| 101 | Interactive data files providing financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2024 and 2023 in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months December 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023, and (v) Notes to Condensed Consolidated Financial Statements. | |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in the Interactive Data Files submitted as Exhibit 101) (filed herewith).
|
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
| Dated: February 7, 2025 | JANEL CORPORATION |
| (Registrant) | |
| /s/ Darren C. Seirer | |
| Darren C. Seirer | |
| Chairman, President and Chief Executive Officer | |
| (Principal Executive Officer) | |
| Dated: February 7, 2025 | /s/ Joseph R. Ferrara |
| Joseph R. Ferrara | |
| Chief Financial Officer, Treasurer and Secretary | |
| (Principal Financial Officer) |
29
Exhibit 10.1
Execution Version
CONSENT AND EIGHTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Eighth Amendment”) is made as of this 1st day of November, 2024, by and among:
SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (“Lender”);
JANEL GROUP, INC., a New York corporation (“Janel”), EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (“ELFS”), ELFS BROKERAGE LLC, a Texas limited liability company, and AIRSCHOTT, INC., a Virginia corporation (“Airschott”, and together with Janel, ELFS, and ELFS Brokerage, individually and collectively, and jointly and severally referred to herein as “Borrower”); and
JANEL CORPORATION, a Nevada corporation (“Parent”) and EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, an Oklahoma limited liability company (“ELFS OK, and together with Parent, each, an “Obligor” and collectively, the “Obligors”);
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
W I T N E S S E T H:
WHEREAS, the Loan Party Obligors and Lender entered into that certain Amended and Restated Loan and Security Agreement dated as of September 21, 2021 (together with any further modifications, amendments, and restatements thereof, the “Agreement”);
WHEREAS, Parent intends to enter into the 1970 L/C Facility (as defined below), pursuant to which, among other things, 1970 Group, Inc. will issue one or more letters of credit to Parent for the benefit of Parent’s insurance carrier as collateral for Parent’s workers’ compensation, commercial automotive, and general liability insurance policies, and, accordingly, the Loan Party Obligors have requested that Lender consent to the 1970 L/C Facility and modify and amend certain terms and conditions of the Agreement;
WHEREAS, pursuant to that certain First Merchants Guaranty, Parent guarantees the obligations of the First Merchants Loan Parties under the First Merchants Loan Facility;
WHEREAS, First Merchants and the First Merchants Loan Parties intend to amend the First Merchants Loan Facility (the "First Amendment") to include a $7,000,000 term loan facility (the “First Merchants Term Loan”);
WHEREAS, the First Merchants Loan Parties intend use proceeds of the First Merchants Loan Facility, including a portion of the First Merchants Term Loan, to make a dividend to Parent in the amount of $2,250,000 (the “First Merchants LP Dividend”);
WHEREAS, Parent intends to use the proceeds of the First Merchants LP Dividend to make an equity contribution to Janel (the “Parent Contribution”);
WHEREAS, Janel intends to use a portion of the Parent Contribution, in an amount not to exceed $2,155,457, to make one or more ELFS Earn-Out Payments, subject to the terms and conditions set forth herein (the “Financed ELFS Earn-Out Payments”); and
1
WHEREAS, Lender has agreed to (i) consent to the 1970 L/C Facility, (ii) consent to the Financed ELFS Earn-Out Payments, and (iii) modify and amend certain terms and conditions of the Agreement, all as provided for herein.
NOW, THEREFORE, it is hereby agreed among the parties hereto as follows:
1.
Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Agreement.
2.
Amendments to Agreement.
a.
Schedule B of the Agreement (Definitions) is hereby amended as follows:
i.
By inserting the following new definitions in their correct alphabetical order:
A)
““1970 Cash Collateral” means cash in the amount of $87,924.50, remitted by Parent to 1970 Escrow Agent, as security for Parent’s obligations under the 1970 L/C Facility, and which amount shall be disbursed in accordance with the 1970 Escrow Agreement.”
B)
““1970 Escrow Agent” means Wilmington Trust, National Association.”
C)
““1970 Escrow Agreement” means, collectively, (i) that certain Master Escrow Agreement, dated as of August 1, 2024, by and among 1970 Group, Inc. and Escrow Agent, and (ii) that certain Joinder Agreement, dated November 1, 2024, by and among 1970 Group, Inc., Parent, and Escrow Agent.
D)
““1970 L/C Facility” means that certain letter of credit facility between 1970 Group, Inc. and Parent, evidenced by, and as further detailed in, the 1970 L/C Facility Transaction Documents.”
E)
““1970 L/C Facility Transaction Documents” means (i) that certain Substitute Insurance Collateral Facility Agreement, dated November 1, 2024 by and among 1970 Group, Inc., Parent, and the guarantors party thereto, (ii) the 1970 Escrow Agreement, and (iii) any other documents executed and delivered in connection therewith.”
F)
““Eighth Amendment” means that certain Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement dated as of the Eighth Amendment Effective Date by and among Lender, Borrower and the other Loan Party Obligors.”
G)
““Eighth Amendment Effective Date” means November 1, 2024.”
H)
“”ELFS Earn-Out Account” has the meaning set forth in Section 4.1 hereof.”
I)
“”ELFS Earn-Out Payment Certificate” has the meaning set forth in Section 4.1 hereof.”
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J)
“”Financed ELFS Earn-Out Payments” as defined in the Eighth Amendment.
K)
“”First Merchants Term Loan” as defined in Eighth Amendment.”
L)
“”First Merchants LP Dividend” as defined in Eighth Amendment.”
M)
“”Parent Contribution” as defined in Eighth Amendment.”
ii.
By amending certain existing definitions contained therein as follows:
A)
The definition of “Debt Service Coverage Ratio” is hereby deleted in its entirety and the following substituted in its stead:
““Debt Service Coverage Ratio” means, for the applicable period, for the Loan Parties and their Subsidiaries on a consolidated basis, the ratio of (i) EBITDA, minus Cash Taxes, minus distributions and dividends paid (excluding the 2022 Specified Preferred Series C Distribution), minus unfinanced Capital Expenditures, minus earn-out payments paid, other than Financed ELFS Earn-Out Payments (in each instance, to the extent not previously deducted from the calculation of EBITDA) to (ii) CMLTD, plus Interest Expense paid.”
B)
The definition of “Debt Service Coverage Ratio (Borrower Group)” is hereby deleted in its entirety and the following substituted in its stead:
““Debt Service Coverage Ratio (Borrower Group)” means, for the applicable period, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (i) EBITDA, minus Cash Taxes, minus distributions and dividends paid (excluding the 2022 Specified Preferred Series C Distribution), minus unfinanced Capital Expenditures, minus earn-out payments paid, other than Financed ELFS Earn-Out Payments (in each instance, to the extent not previously deducted from the calculation of EBITDA) to (ii) CMLTD, plus Interest Expense paid.”
C)
The definition of “ELFS Earn-Out Payment” is hereby amended by adding the following clause at the end thereof:
“; for the avoidance of doubt, as of the Eighth Amendment Effective Date, the aggregate outstanding principal amount due in respect of ELFS Earn- Out Payments is $2,155,457.”
D)
Clause (vii) of the definition of “Indebtedness” is hereby deleted in its entirety and the following substituted in its stead:
“(vii) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, or in respect of financial or other hedging obligations, including, without limitation, pursuant to the 1970 L/C Facility,”
-3-
E)
The definition of “Permitted Indebtedness” is hereby amended by (1) deleting the word “and” before clause (g) and (2) deleting the period at the end of clause (g) and inserting the following:
“; and (h) all obligations or liabilities, contingent or otherwise, in connection with the 1970 L/C Facility in an amount not to exceed $725,000, in the aggregate.”
F)
The definition of “Permitted Liens” is hereby amended by (1) deleting the word “and” before clause (h) and (2) deleting the period at the end of clause (H) and inserting the following:
“; and (i) the Lien granted by Parent to 1970 Group, Inc. on the 1970 Cash Collateral pursuant to the terms and conditions of the 1970 L/C Facility Transaction Documents.”
b.
Section 4.1 of the Agreement (Lock Boxes and Blocked Accounts) is hereby amended by adding the following new provisions to the end thereof:
“Prior to the Eighth Amendment Effective Date, Janel shall establish a Deposit Account at the Lender, which Deposit Account shall be in the name of Janel and at all times be subject to Lender’s control (the “ELFS Earn-Out Account”). Janel shall deposit $2,155,457 of the Parent Contribution into such ELFS Earn-Out Account, and any withdrawals from such ELFS Earn-Out Account shall only be used to make a Financed ELFS Earn-Out Payment. Prior to making any Financed ELFS Earn-Out Payment, Administrative Borrower shall (i) request in writing to Lender to withdraw funds from the ELFS Earn-Out Account in an amount equal to the applicable Financed ELFS Earn-Out Payment, and (ii) certify to Lender, in writing, that no Default or Event of Default shall exist immediately before or after giving effect to each such payment ((i) and (ii), collectively, the “ELFS Earn-Out Payment Certificate”).”
c.
Section 5.27 of the Agreement (Negative Covenants) is hereby amended as follows:
i.
Clause (q) is hereby deleted in its entirety and the following substituted in its stead:
“(q) agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of (i) any Loan Party Obligor’s Organic Documents, (ii) the Aves Guaranty, (iii) the ELFS Notes, (iv) the ELFS Acquisition Documentation, (v) the First Merchants Guaranty, (vi) the Airschott Seller Note, (vii) the Airschott Guaranty, (viii) the Airschott Acquisition Documentation, except, in each instance, for such amendments or other modifications required by applicable law or that are not adverse to Lender, and then, only to the extent such amendments or other modifications are fully disclosed in writing to Lender no less than five (5) Business Days prior to being effectuated, (ix) any Parent Ordinary Course Guaranty, or (x) the 1970 L/C Facility Transaction Documents.”
-4-
3.
Additional Representations, Warranties and Covenants.
a.
In addition to the representations, warranties and covenants set forth in Article 5 of the Agreement, Parent makes the following representations, warranties and covenants as of the Eighth Amendment Effective Date, which representations, warranties and covenants are made on the terms and conditions set forth in the preamble paragraph of Article 5:
i.
Simultaneously with the execution and delivery of this Eighth Amendment, Loan Parent has delivered to Lender complete and correct copies of the 1970 L/C Facility Transaction Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the 1970 L/C Facility Transaction Documents has been duly authorized by all necessary action on the part of Parent. Each 1970 L/C Facility Transaction Document is the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Parent is not in default in the performance or compliance with any provisions thereof. All representations and warranties made by Parent in the 1970 L/C Facility Transaction Documents and in the certificates delivered in connection therewith are true and correct in all material respects.
ii.
No Default or Event of Default exists as of the Eighth Amendment Effective Date or would arise from Parent entering into the 1970 L/C Facility;
iii.
Contemporaneous with the effectiveness of this Eighth Amendment, the 1970 L/C Facility shall have been entered into in all material respects, in accordance with the 1970 L/C Facility Transaction Documents, all applicable laws, this Agreement and all requisite approvals by Governmental Authorities having jurisdiction over Parent;
iv.
After giving effect to the First Amendment of the First Merchants Loan Facility as contemplated hereby, the aggregate principal amount guaranteed by the First Merchants Guaranty does not exceed $20,000,000.
v.
As of the Eighth Amendment Effective Date, the aggregate amount guaranteed by Parent pursuant to the outstanding Parent Ordinary Course Guaranties does not exceed $4,000,000.
4.
Consents. The Loan Party Obligors have requested that Lender provide the following consents (“Consents”), and Lender has agreed to provide such Consents, but only on the terms and conditions set forth herein:
a.
1970 L/C Facility. By entering into this Eighth Amendment, Lender hereby consents to the 1970 L/C Facility and all applicable modifications to the Agreement as provided herein.
b.
Financed ELFS Earn-Out Payments. Notwithstanding the provisions of Section 5.27(t) of the Agreement, Lender hereby consents to the Financed ELFS Earn-Out Payments, each in the amount of $1,077,728.50, to be paid on or about January 28, 2025 and January 28, 2026; provided that (i) no Default or Event of Default shall exist immediately before or after giving effect to each such payment, and (ii) prior to each such payment, Lender has received an ELFS Earn-Out Payment Certificate.
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c.
One Time Consent. The foregoing Consents are one-time consents and relate solely to the 1970 L/C Facility and the Financed ELFS Earn-Out Payments and shall not be deemed to constitute an agreement by Lender to consent to or waive any other provision of the Agreement (i) in the future, or (ii) which does not relate to the 1970 L/C Facility or the Financed ELFS Earn-Out Payments.
5.
Ratification of Loan Documents/Waiver. Except as provided for herein, all terms and conditions of the Agreement or the other Loan Documents remain in full force and effect. Each Loan Party Obligor each hereby ratifies, confirms, and reaffirms all representations, warranties, and covenants contained therein (including, without limitation, (i) with respect to the Disclosure Schedule, and (ii) representations and warranties set forth in Section 5.11 of the Agreement, each of which the Loan Party Obligors represent and warrant is true and correct as of the date hereof) and acknowledges and agrees that the Obligations, as amended hereby, are and continue to be secured by the Collateral. Each Loan Party Obligor acknowledges and agrees that each such Loan Party Obligor does not have any offsets, defenses, or counterclaims against Lender arising out of the Agreement or the other Loan Documents, and to the extent that any such offsets, defenses, or counterclaims arising out of the Agreement or the other Loan Documents may exist, each such Loan Party Obligor hereby WAIVES and RELEASES Lender therefrom.
6.
Conditions to Effectiveness. This Eighth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of Lender:
a.
This Eighth Amendment shall have been duly executed and delivered by the respective parties hereto and, shall be in full force and effect and shall be in form and substance satisfactory to Lender.
b.
The 1970 L/C Facility shall be entered into, and become effective, contemporaneously with the delivery of this Eighth Amendment.
c.
Janel shall have established the ELFS Earn-Out Account.
7.
Miscellaneous.
a.
This Eighth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.
b.
The provisions of Section 10.15 (Governing Law) and 10.16 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are specifically incorporated herein by reference.
c.
This Eighth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
d.
Any determination that any provision of this Eighth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Eighth Amendment.
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e.
The Borrower shall pay on demand all costs and expenses of Lender, including, without limitation, reasonable attorneys’ fees in connection with the preparation, negotiation, execution and delivery of this Eighth Amendment.
f.
The Loan Party Obligors each warrants and represents that such Person has consulted with independent legal counsel of such Person’s selection in connection with this Eighth Amendment and is not relying on any representations or warranties of Lender or its counsel in entering into this Eighth Amendment.
[remainder of page left intentionally blank]
-7-
IN WITNESS WHEREOF, the parties have hereunto caused this Eighth Amendment to be executed and their seals to be hereto affixed as of the date first above written.
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LENDER
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SANTANDER BANK, N.A.
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By:
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/s/ Matthew Cunningham
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Name:
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Matthew Cunningham
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Its:
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Vice President
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[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]
-8-
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BORROWERS
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JANEL GROUP, INC., a New York
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corporation, as Borrower
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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President
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EXPEDITED LOGISTICS AND FREIGHT
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SERVICES LLC, a Texas limited liability company, as Borrower
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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Vice President
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ELFS BROKERAGE LLC, a Texas limited liability company, as Borrower
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By:
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Janel Group, Inc., its Manager
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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President
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AIRSCHOTT, INC., a Virginia corporation, as Borrower
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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Vice President
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[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]
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OBLIGORS
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JANEL CORPORATION, a Nevada corporation, as Parent and an Obligor
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By:
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/s/ Joseph Ferrara
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Name:
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Joseph Ferrara
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Its:
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Chief Financial Officer
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EXPEDITED LOGISTICS AND FREIGHT SERVICES LLC, an Oklahoma limited liability company, as an Obligor
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By:
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Expedited Logistics and Freight Services LLC, a Texas limited liability company, its manager
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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Vice President
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[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]
1
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OBLIGORS
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JANEL CORPORATION, a Nevada
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corporation, as Parent and an Obligor
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By:
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/s/ Joseph Ferrara
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Name:
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Joseph Ferrara
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Its:
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Chief Financial Officer
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EXPEDITED LOGISTICS AND FREIGHT
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SERVICES LLC, an Oklahoma limited liability company, as an Obligor
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By:
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Expedited Logistics and Freight Services LLC, a Texas limited liability company, its manager
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By:
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/s/ William J. Lally
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Name:
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William J. Lally
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Its:
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Vice President
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[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]
Exhibit 10.2a
AMENDED AND RESTATED ACQUISITION NOTE
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$7,000,000.00
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Indianapolis, Indiana
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November 22, 2024
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FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Seven Million and 00/100 Dollars ($7,000,000.00) (or, if less, the unpaid principal balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable in installments as set forth in the Credit Agreement with a final installment payable on the Acquisition Loan Maturity Date.
Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Acquisition Loan made by Lender from the date of such Acquisition Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each Acquisition Loan, and upon each payment or prepayment of principal of such Acquisition Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of such Acquisition Loan or the amount of principal paid or prepaid with respect to such Acquisition Loan, or such other information as may be applicable to such Acquisition Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.
This Amended and Restated Acquisition Note (this “Note”) is the “Acquisition Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of Acquisition Loans by Lender to Borrowers from time to time in an aggregate outstanding principal amount not to exceed at any time the Acquisition Loan Commitment, the indebtedness of Borrowers resulting from each such Acquisition Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.
Borrowers and all other parties liable or to become liable for all or any part of this indebtedness, severally waive demand, presentment for payment, notice of dishonor, protest, notice of protest, and notice of acceptance of this Note by Lender and expressly agree that this Note and any payment coming due under it may be extended or otherwise modified from time to time without in any way affecting their liability hereunder. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’ fees.
1
Whenever in this Note reference is made to Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns permitted pursuant to the Credit Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Any of Borrowers’ successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession.
This Note shall be governed by, interpreted and enforced, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (without regard to the conflicts of law provisions) of the State of Illinois.
EACH BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR INDIANA STATE COURT SITTING IN, OR WITH JURISDICTION THAT INCLUDES, HAMILTON COUNTY, INDIANA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
This Note amends and, as so amended, restates and replaces in its entirety that certain Acquisition Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $5,000,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.
[Signature page follows]
2
|
Executed and delivered as of the date set forth above.
|
|
|
|
|
|
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INDCO, INC.
|
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ANTIBODIES INCORPORATED
|
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PHOSPHOSOLUTIONS LLC
|
|
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ECM BIOSCIENCES, LLC
|
|
|
VIRAQUEST, INC.
|
|
|
By: /s/ Darren C. Seirer
|
|
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Darren C. Seirer, Vice President
|
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|
|
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AVES LABS, INC.
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|
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IMMUNOCHEMISTRY TECHNOLOGIES LLC
|
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IMMUNOBIOSCIENCE CORP.
|
|
|
By: /s/ Darren C. Seirer
|
|
|
Darren C. Seirer, President
|
Signature Page to Amended and Restated Acquisition Note
Exhibit 10.2b
SECOND AMENDED AND RESTATED REVOLVING NOTE
|
$3,000,000.00
|
Indianapolis, Indiana
|
|
November 22, 2024
|
FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM, SAH and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Three Million and No/100 Dollars ($3,000,000.00) (or, if less, the unpaid principal balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable on the Revolving Loan Maturity Date.
Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan Advance made by Lender from the date of such Revolving Loan Advance until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each Revolving Loan Advance, and upon each payment or prepayment of principal of such Revolving Loan Advance, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of such Revolving Loan Advance or the amount of principal paid or prepaid with respect to such Revolving Loan Advance, or such other information as may be applicable to such Revolving Loan Advance as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.
This Second Amended and Restated Revolving Note (this “Note”) is the “Revolving Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of Revolving Loan Advances by Lender to Borrowers from time to time in an aggregate outstanding principal amount not to exceed at any time the face amount of this Note, the indebtedness of Borrowers resulting from each such Revolving Loan Advance being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.
Borrowers and all other parties liable or to become liable for all or any part of this indebtedness, severally waive demand, presentment for payment, notice of dishonor, protest, notice of protest, and notice of acceptance of this Note by Lender and expressly agree that this Note and any payment coming due under it may be extended or otherwise modified from time to time without in any way affecting their liability hereunder. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’ fees.
1
Whenever in this Note reference is made to Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns permitted pursuant to the Credit Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Any of Borrowers’ successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession.
This Note shall be governed by, interpreted and enforced, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (without regard to the conflicts of law provisions) of the State of Illinois.
EACH BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR INDIANA STATE COURT SITTING IN, OR WITH JURISDICTION THAT INCLUDES, HAMILTON COUNTY, INDIANA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Revolving Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $3,000,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.
[Signature page follows]
2
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Executed and delivered as of the date set forth above.
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INDCO, INC.
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ANTIBODIES INCORPORATED
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PHOSPHOSOLUTIONS LLC
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ECM BIOSCIENCES, LLC
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VIRAQUEST, INC.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, Vice President
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AVES LABS, INC.
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IMMUNOCHEMISTRY TECHNOLOGIES LLC
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IMMUNOBIOSCIENCE CORP.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, President
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Signature Page to Second Amended and Restated Revolving Note
Exhibit 10.2c
SECOND AMENDED AND RESTATED TERM A NOTE
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$8,612,733.94
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Indianapolis, Indiana
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November 22, 2024
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FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Eight Million Six Hundred Twelve Thousand Seven Hundred Thirty Three and 94/100 Dollars ($8,612,733.94), such amount representing the original aggregate principal amount of Lender’s “Term A Loan” (as defined in the Credit Agreement referred to below), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable in installments as set forth in the Credit Agreement with a final installment payable on the Term A Loan Maturity Date.
Borrowers jointly and severally promise to pay interest on the unpaid principal amount of the Term A Loan made by Lender from the date of the Term A Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each payment or prepayment of principal of the Term A Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of principal paid or prepaid with respect to the Term A Loan, or such other information as may be applicable to the Term A Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.
This Second Amended and Restated Term A Note (this “Note”) is the “Term A Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of the Term A Loan by Lender to Borrowers in an aggregate amount not to exceed the principal amount of this Note, the indebtedness of Borrowers resulting from the Term A Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.
Borrowers and all other parties liable or to become liable for all or any part of this indebtedness, severally waive demand, presentment for payment, notice of dishonor, protest, notice of protest, and notice of acceptance of this Note by Lender and expressly agree that this Note and any payment coming due under it may be extended or otherwise modified from time to time without in any way affecting their liability hereunder. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’ fees.
1
Whenever in this Note reference is made to Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns permitted pursuant to the Credit Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Any of Borrowers’ successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession.
This Note shall be governed by, interpreted and enforced, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (without regard to the conflicts of law provisions) of the State of Illinois.
EACH BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR INDIANA STATE COURT SITTING IN, OR WITH JURISDICTION THAT INCLUDES, HAMILTON COUNTY, INDIANA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Term A Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $6,905,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.
[Signature page follows]
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Executed and delivered as of the date set forth above.
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INDCO, INC.
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ANTIBODIES INCORPORATED
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PHOSPHOSOLUTIONS LLC
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ECM BIOSCIENCES, LLC
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VIRAQUEST, INC.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, Vice President
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AVES LABS, INC.
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IMMUNOCHEMISTRY TECHNOLOGIES LLC
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IMMUNOBIOSCIENCE CORP.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, President
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Signature Page to Second Amended and Restated Term A Note
Exhibit 10.2d
SECOND AMENDED AND RESTATED TERM B NOTE
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$620,000.00
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Indianapolis, Indiana
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November 22, 2024
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FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Six Hundred Twenty Thousand and No/100 Dollars ($620,000.00), such amount representing the original aggregate principal amount of Lender’s “Term B Loan” (as defined in the Credit Agreement referred to below), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable in installments as set forth in the Credit Agreement with a final installment payable on the Term B Loan Maturity Date.
Borrowers jointly and severally promise to pay interest on the unpaid principal amount of the Term B Loan made by Lender from the date of the Term B Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each payment or prepayment of principal of the Term B Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of principal paid or prepaid with respect to the Term B Loan, or such other information as may be applicable to the Term B Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.
This Second Amended and Restated Term B Note (this “Note”) is the “Term B Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of the Term B Loan by Lender to Borrowers in an aggregate amount not to exceed the principal amount of this Note, the indebtedness of Borrowers resulting from the Term B Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.
Borrowers and all other parties liable or to become liable for all or any part of this indebtedness, severally waive demand, presentment for payment, notice of dishonor, protest, notice of protest, and notice of acceptance of this Note by Lender and expressly agree that this Note and any payment coming due under it may be extended or otherwise modified from time to time without in any way affecting their liability hereunder. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’ fees.
1
Whenever in this Note reference is made to Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns permitted pursuant to the Credit Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Any of Borrowers’ successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession.
This Note shall be governed by, interpreted and enforced, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (without regard to the conflicts of law provisions) of the State of Illinois.
EACH BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR INDIANA STATE COURT SITTING IN, OR WITH JURISDICTION THAT INCLUDES, HAMILTON COUNTY, INDIANA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Term B Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $620,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.
[Signature page follows]
2
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Executed and delivered as of the date set forth above.
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INDCO, INC.
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ANTIBODIES INCORPORATED
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PHOSPHOSOLUTIONS LLC
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ECM BIOSCIENCES, LLC
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VIRAQUEST, INC.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, Vice President
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AVES LABS, INC.
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IMMUNOCHEMISTRY TECHNOLOGIES LLC
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IMMUNOBIOSCIENCE CORP.
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By: /s/ Darren C. Seirer
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Darren C. Seirer, President
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Signature Page to Second Amended and Restated Term B Note
Exhibit 31.1
CERTIFICATION
I, Darren Seirer, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Janel Corporation (the “Registrant”);
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 the 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.
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Date: February 7, 2025
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/s/ Darren C. Seirer
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Darren C. Seirer
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION
I, Joseph R. Ferrara, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Janel Corporation (the “Registrant”);
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 the 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.
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Date: February 7, 2025
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/s/ Joseph R. Ferrara
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Joseph R. Ferrara
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
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Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-Q of Janel Corporation (the “Company”) for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren Seirer, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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 Company.
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Date: February 7, 2025
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/s/ Darren C. Seirer
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Darren C. Seirer
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-Q of Janel Corporation (the “Company”) for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Ferrara, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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 Company.
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Date: February 7, 2025
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/s/ Joseph R. Ferrara
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Joseph R. Ferrara
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
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The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.