JANL 10-Q
Janel Corp (JANL)
10-Q
2026-08-07
For: 2026-06-30
View Original
Added on
August 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
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)
| | | |
| | | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
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| (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:
| Title of each class | Trading symbols(s) |
Name of each exchange
on which registered |
||
| None | None | None |
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 August 7, 2026 was 1,186,354 .
JANEL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
For Quarterly Period Ended June 30, 2026
TABLE
OF CONTENTS
| Page | |||
| 3 | |||
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Item 1.
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3 | ||
| 3 | |||
| 4 | |||
| 5 | |||
| 6 | |||
| 7 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
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Item 3.
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34 | ||
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Item 4.
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34 | ||
| 34 | |||
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Item 1.
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34 | ||
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Item 1A.
|
34 | ||
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Item 2.
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34 | ||
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Item 6.
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34 | ||
| 35 | |||
JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except share and per share data)
(Unaudited)
|
June 30, 2026 |
September 30, 2025 |
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ASSETS
|
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Current Assets:
|
||||||||
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Cash and cash equivalents
|
$ | $ | ||||||
|
Restricted cash
|
||||||||
| Accounts receivable, net of allowance for credit losses of $ |
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Inventory, net
|
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Prepaid expenses and other current assets
|
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Total current assets
|
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Property and Equipment, net
|
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Other Assets:
|
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Intangible assets, net
|
||||||||
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Goodwill
|
||||||||
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Deferred tax assets, net
|
||||||||
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Restricted investments
|
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Investment in marketable securities at fair value
|
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Operating lease right of use asset
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Security deposits and other long-term assets
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Total other assets
|
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Total assets
|
$ | $ | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current Liabilities:
|
||||||||
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Line of credit
|
$ | $ | ||||||
|
Accounts payable – trade
|
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Tariff refunds payable
|
||||||||
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Duties and taxes payable
|
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Accrued expenses and other current liabilities
|
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Dividends payable
|
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Current portion of contingent earnout
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Current portion of long-term debt
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Current portion of subordinated promissory notes-related party
|
||||||||
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Current portion of operating lease liabilities
|
||||||||
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Total current liabilities
|
||||||||
|
Other Liabilities:
|
||||||||
|
Long-term portion of long-term debt
|
||||||||
|
Revolving credit facility
|
||||||||
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Long-term portion of contingent earnout
|
||||||||
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Long-term portion of subordinated promissory notes-related party
|
||||||||
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Mandatorily redeemable non-controlling interest
|
||||||||
|
Deferred tax liabilities, net
|
||||||||
|
Long-term portion of operating lease liabilities
|
||||||||
|
Other liabilities
|
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|
Total other liabilities
|
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|
Total liabilities
|
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Stockholders' Equity:
|
||||||||
| Preferred Stock, $ |
||||||||
| Series C |
||||||||
| Common stock, $ |
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|
Paid-in capital
|
||||||||
| Common treasury stock, at cost, |
( |
) | ( |
) | ||||
|
Accumulated earnings
|
||||||||
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Total Janel Corporation stockholders’ equity
|
||||||||
|
Noncontrolling interests
|
||||||||
|
Total stockholders' equity
|
||||||||
|
Total liabilities and stockholders' equity
|
$ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
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
|
||||||||||||||||
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Gross profit
|
||||||||||||||||
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Operating expenses:
|
||||||||||||||||
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Selling, general and administrative
|
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Amortization of intangible assets
|
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Total operating expenses
|
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Income from operations
|
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Other income and expenses:
|
||||||||||||||||
|
Interest expense
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Gain on consolidation of acquisition
|
||||||||||||||||
|
Other income (expense), net
|
( |
) | ( |
) | ||||||||||||
|
Income before income taxes
|
||||||||||||||||
|
Income tax expense
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Consolidated net income
|
||||||||||||||||
|
Net income attributable to non-controlling interests
|
( |
) | ( |
) | ||||||||||||
|
Net income attributable to Janel Corporation
|
||||||||||||||||
|
Preferred stock dividends
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Non-controlling interest dividends
|
( |
) | ||||||||||||||
|
Net income available to common stockholders
|
$ | $ | $ | $ | ||||||||||||
|
Net income per share:
|
||||||||||||||||
|
Basic
|
$ | $ | $ | $ | ||||||||||||
|
Diluted
|
$ | $ | $ | $ | ||||||||||||
|
Net income per share available 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.
JANEL CORPORATION AND SUBSIDIARIES
(in thousands, except share and per share data)
(Unaudited)
|
|
COMMON
|
|
|
| ||||||||||||||||||||||||||||||||||||
| PREFERRED | COMMON | PAID-IN | TREASURY | ACCUMULATED | NONCONTROLLING | TOTAL | ||||||||||||||||||||||||||||||||||
| STOCK | STOCK | CAPITAL | STOCK | EARNINGS | INTERESTS | EQUITY | ||||||||||||||||||||||||||||||||||
|
SHARES
|
$
|
SHARES
|
$
|
$
|
SHARES
|
$
|
$
|
$
|
$
| |||||||||||||||||||||||||||||||
|
Balance - September 30, 2025
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Rubicon acquisition remeasurement
|
- | - | ( | ) | - | |||||||||||||||||||||||||||||||||||
|
Dividends to preferred stockholders
|
- | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
||||||||||||||||||||||||||||||||||||||||
|
Balance - December 31, 2025
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Purchase of remaining interest in subsidiary
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Dividends to preferred stockholders
|
- | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
||||||||||||||||||||||||||||||||||||||||
|
Balance - March 31, 2026
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Dividends to preferred stockholders
|
- | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
||||||||||||||||||||||||||||||||||||||||
|
Balance - June 30, 2026
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
|
COMMON
|
|
|
| ||||||||||||||||||||||||||||||||||||
| PREFERRED | COMMON | PAID-IN | TREASURY | ACCUMULATED | NONCONTROLLING | TOTAL | ||||||||||||||||||||||||||||||||||
|
STOCK
|
STOCK
|
CAPITAL
|
STOCK
|
EARNINGS
|
INTERESTS
|
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
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Dividends to preferred stockholders
|
- | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
|
Dividends to non-controlling interest
|
||||||||||||||||||||||||||||||||||||||||
|
Stock based compensation
|
||||||||||||||||||||||||||||||||||||||||
|
Indco stock option exercise
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Balance - March 31, 2025
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Dividends to preferred stockholders
|
- | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
|
Stock based compensation
|
||||||||||||||||||||||||||||||||||||||||
|
Balance - June 30, 2025
|
$ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
JANEL CORPORATION AND SUBSIDIARIES
(in thousands)
(Unaudited)
| Nine Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
|
Cash flows from operating activities:
|
||||||||
|
Consolidated net income
|
$ | $ | ||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Provision for uncollectible accounts
|
||||||||
|
Depreciation
|
||||||||
|
Deferred income taxes, net
|
||||||||
|
Gain on consolidation of acquisition
|
( |
) | ||||||
|
Amortization of intangible assets
|
||||||||
|
Amortization of acquired inventory valuation
|
||||||||
|
Amortization of loan costs
|
||||||||
|
Loss on debt extinguishment
|
||||||||
|
Stock-based compensation
|
||||||||
|
Unrealized gain on marketable securities
|
( |
) | ( |
) | ||||
|
Change in fair value of mandatorily redeemable noncontrolling interest
|
||||||||
|
Right of use non-cash lease expense
|
||||||||
|
Fair value adjustments of contingent earnout liabilities
|
||||||||
|
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
|
( |
) | ||||||
|
Duties and taxes payable
|
||||||||
|
Accounts payable and accrued expenses
|
( |
) | ||||||
|
Tariff refunds payable
|
||||||||
|
Operating lease liabilities
|
( |
) | ( |
) | ||||
|
Other liabilities
|
( |
) | ||||||
|
Net cash provided by operating activities:
|
||||||||
|
Cash flows from investing activities:
|
||||||||
|
Purchase of property and equipment
|
( |
) | ( |
) | ||||
|
Disposal of property and equipment
|
||||||||
|
Investment in marketable securities, net of dividends
|
( |
) | ( |
) | ||||
|
Purchase of noncontrolling interest
|
( |
) | - | |||||
|
Acquisitions, net of cash received
|
- | ( |
) | |||||
|
Asset acquisitions
|
( |
) | ||||||
|
Net cash used in investing activities:
|
( |
) | ( |
) | ||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from term loan
|
||||||||
|
Repayments of term loan
|
( |
) | ||||||
|
Proceeds from long-term debt issuance
|
||||||||
|
Proceeds from line of credit issuance
|
||||||||
|
Issuance of note receivable
|
( |
) | ||||||
|
Repayment of term-debt
|
( |
) | ||||||
|
Repayments of prior lines of credit
|
( |
) | ( |
) | ||||
|
Payment of deferred financing costs
|
( |
) | ||||||
|
Repayment of subordinate promissory notes
|
( |
) | ( |
) | ||||
|
Proceeds from lines of credit
|
||||||||
|
Repayment of lines of credit
|
( |
) | ||||||
|
Proceeds from revolving credit facility
|
||||||||
|
Repayment of revolving credit facility
|
( |
) | ||||||
|
Dividends paid to non-controlling interests
|
( |
) | ||||||
|
Dividends paid to preferred shareholders
|
( |
) | ( |
) | ||||
|
Earnout payments
|
( |
) | ( |
) | ||||
|
Redemption of subsidiary stock
|
( |
) | ||||||
|
Net cash provided by (used in) financing activities
|
( |
) | ||||||
|
Net increase in cash and cash equivalents and restricted cash
|
||||||||
|
Cash and cash equivalents and restricted cash at beginning of the period
|
||||||||
|
Cash and cash equivalents and restricted cash at end of period
|
$ | $ | ||||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest
|
$ | $ | ||||||
|
Income taxes
|
$ | $ | ||||||
|
Non-cash investing activities:
|
||||||||
|
Airschott contingent deferred consideration
|
$ | $ | ||||||
|
Non-cash financing activities:
|
||||||||
|
Dividends declared to preferred stockholders
|
$ | $ | ||||||
|
Contingent earnout from asset acquisitions
|
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
JANEL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share data)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim 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. The Company plans to either acquire businesses within its existing segments or expand its portfolio into new strategic segments. The Company's acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.
Foreign currency
The Company translates foreign assets and liabilities at exchange rates in effect at the balance sheet dates, and the revenues and expenses using average rates during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income in the accompanying consolidated balance sheets to the extent they are significant. Exchange rate fluctuations on short-term intercompany loans are included in other income (expense), net line of the condensed consolidated statement of operations.
Interest rate swaps
The Company uses interest rate swap agreements as required by its credit agreements to manage exposure to variability in interest payments associated with variable-rate debt. The Company has elected not to designate its interest rate swap agreements as hedging instruments. Accordingly, the swaps are recorded at fair value on the consolidated balance sheets, and changes in fair value are recognized in current earnings. Net gains and losses related to the swaps are included in other income (expense), net line of the condensed consolidated statements of operations. Net gains related to swaps for the three and nine months ended June 30, 2026 and 2025 were $17 0
Noncontrolling interests
The Company accounts for an equity interest in a less-than-wholly owned consolidated subsidiary that is not attributable, either directly or indirectly, to the Company as a noncontrolling interest in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The noncontrolling interest is recognized as equity in the Company’s consolidated balance sheets and presented separately from the equity attributable to the Company’s stockholders. Any change in ownership of a less-than-wholly-owned consolidated subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests. The amounts of consolidated net income or loss attributable to the Company’s stockholders and noncontrolling interest are separately presented in the consolidated statements of operations. The Company’s net income per share attributable to the Company’s stockholders excludes net income attributable to noncontrolling interests.
Cash
The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250 . The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.
Restricted cash and investments
In the second half of 2024, the Company began insuring certain risks through a wholly-owned captive insurance company, Gainesville Insurance Company, Inc. (“Gainesville”). In addition, the Company maintains insurance policies with third-party insurers. Gainesville maintains at least $250 in cash, cash equivalents, or equity investments at all times as required by state insurance regulations. As of both June 30, 2026 and September 30, 2025, Gainesville held $250
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. Following a pre-approved earnout payment in January 2025, the Company held $1,078 in a restricted cash account as of September 30, 2025, to be used for the final earnout payment to be made in January 2026. Following the pre-approved contingent earnout payment in January 2026, the Company held no restricted cash as of June 30, 2026.
Accounts receivable and allowance for expected credit losses
Accounts receivable is recorded at the contractual amount. The Company records its allowance for expected credit losses based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The activity in the allowance for expected credit losses is as follows :
|
Balance as of September 30, 2025
|
$ | |||
|
Provision for expected credit losses
|
||||
|
Accounts receivable write-offs
|
( |
) | ||
|
Balance as of June 30, 2026
|
$ |
Inventory
Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration for its Life Sciences business. The products of the Life Sciences business require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability.
Property and equipment and depreciation policy
Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are recorded as expenses when incurred.
Goodwill
The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of the Company’s reporting units, the Company could be required to recognize impairment charges in the future.
The fair value of the Company’s reporting units were in excess of carrying value and goodwill was not deemed to be impaired as of June 30, 2026.
Intangibles and long-lived assets
Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value.
The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.
The Company concluded that the fair value of intangibles and long-lived assets were not deemed to be impaired as of June 30, 2026.
Tariff refunds payable
The Company periodically receives refunds of customs duties from the federal government in its capacity as a customs broker on behalf of its customers. Because the Company acts solely as an agent with respect to these amounts and has an obligation to remit the refunds directly to the applicable customers, the refunds are recorded as a liability upon receipt and are not recognized as revenue. The amount is included in the cash and cash equivalents line item of the consolidated balance sheet.
Tariff refunds payable are presented separately in the Company's condensed consolidated balance sheets and are not offset against accounts receivable, including amounts that may be due from the same customers. The liability is reduced when the related refunds are remitted to customers. As of June 30, 2026, the Company had tariff refunds payable of $32,030 . As of the filing date, the majority of this amount had been remitted to customers.
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.
A performance obligation is created once a customer agreement with an agreed-upon transaction price exists. The Company typically satisfies its performance obligations as services are rendered. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed-upon destination. 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 rendered over time during the life of a shipment, including services at origin, freight and destination. Revenue is recognized accordingly over time based on the estimated and actual satisfaction of the underlying performance obligations. At period end the Company evaluates shipments in-transit within the respective performance obligations to evaluate the earned revenue given the continuous transfer of control to the customer over the course of the shipment. Since services are continuously provided over-time, revenue and related transportation costs are recognized based on relative transit time, which is based on the extent of progress towards completion. Determination of the estimated transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The Company fulfills nearly all of its performance obligations within a one- to two-month period. The transaction price is generally fixed for each performance obligation. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customer are excluded from revenue. Customs brokerage fees are earned for the discrete service of filing the customs entry, and revenue is recognized at the point in time when the entry is filed with U.S. Customs. The timing of revenue recognition, billings, cash collections, and allowance for expected credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination.
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 the Company does not have latitude in carrier selection or in establishing rates with the carrier. Revenues recognized net were insignificant for the three and nine months ended June 30, 2026 and 2025.
Contract assets, which were insignificant as of June 30, 2026 and September 30, 2025, represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in Accounts Receivable.
In the Logistics segment, the Company disaggregates its revenues by its four primary service categories: trucking, ocean freight, customs brokerage and other, and air freight. A summary of the Company’s revenues disaggregated by major service lines for the three and nine months ended June 30, 2026 and 2025 was as follows:
| Three Months Ended June 30, |
Nine Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Service Type
|
||||||||||||||||
|
Trucking
|
$ | $ | $ | $ | ||||||||||||
|
Ocean freight
|
||||||||||||||||
|
Customs brokerage and other
|
||||||||||||||||
|
Air freight
|
||||||||||||||||
|
Total
|
$ | $ | $ | $ | ||||||||||||
Customs brokerage and other revenues contains revenues recognized at a point in time and revenues recognized over time based on the satisfaction of the underlying performance obligations. Customs brokerage and other revenues recognized at a point in time totaled $9,211 and $6,168 for the three months ended June 30, 2026 and 2025, respectively. Customs brokerage and other revenues recognized at a point in time totaled $24,179 and $18,177 for the nine months ended June 30, 2026 and 2025, respectively.
Life Sciences and Manufacturing
Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents, 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 wholly-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, and Rubicon Technology, Inc. (“Rubicon”), a majority-owned subsidiary of the Company that sells monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and leases its operating and storage facilities in the Chicago metropolitan area on a month-to-month basis. Revenues for Life Sciences and Manufacturing are recognized when products are shipped and control of the product, title, and risk of loss have been transferred to the customers.
Income taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained.
Reclassifications
Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported net income, total assets, total liabilities, or stockholders’ equity.
2. ACQUISITIONS AND INVESTMENTS
Fiscal 2026 Acquisitions
Manufacturing
On October 14, 2025, Janel Corporation and Rubicon completed the transfer (the “Contribution”) of all of the issued and outstanding membership interests in Janel Group LLC (“Janel Group”), a New York limited liability company and a wholly owned subsidiary of Janel Corporation, held by Janel Corporation in exchange for 7,000,000 newly issued shares of Rubicon’s common stock, par value $0.001 per share (“Rubicon Common Stock”), pursuant to a contribution agreement dated as of August 20, 2025 between the Company and Rubicon. The Company determined the transaction represents a business combination under ASC 805, Business Combinations in which the Company is the accounting acquirer. The purchase price accounting related to this acquisition is preliminary and subject to subsequent adjustment. Prior to the acquisition, the Company held a 46.6 % equity interest in Rubicon. Immediately following the acquisition, the Company obtained a controlling financial interest in Rubicon through its ownership of 86.5 % of Rubicon’s outstanding equity.
The fair value of the total consideration transferred was $9,082 , which consisted of the acquisition-date fair value of the 13.5 % equity interest of Janel Group transferred in exchange for the newly issued shares of Rubicon Common Stock at $3,105 , $4,631 of acquisition-date fair value of the previously held equity interest in Rubicon, and the acquisition-date fair value of $1,346 of the noncontrolling interest held by other investors in exchange for $10,128 of deferred tax assets and the assumption of $197 of net liabilities.
The fair value of the identifiable net assets exceeded the consideration transferred including the fair value of the previously held equity interest and fair value of the noncontrolling interest as it was an opportunistic acquisition. The resulting excess of $849 due to the limited market for the underlying assets was recognized as a gain on consolidation of acquisition on the acquisition date, which primarily reflects the excess value of the deferred tax assets. The gain on acquisition was recognized in gain on consolidation of acquisition in the condensed consolidated statements of operations for the nine months ended June 30, 2026.
The estimate of the fair value of assets and liabilities, which consisted primarily of deferred tax assets, required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that management believes to be reasonable; however, actual results may differ materially from these estimates.
Prior to the business combination, the Company held a noncontrolling equity interest in Rubicon, which was recorded under the fair value option method to equity method investment, and the changes in the fair value of the investment were included in Other income (expense), net in the condensed consolidated statements of operations. At the acquisition date, the acquisition did not result in a gain or loss associated with the remeasurement because its previously held equity interest was measured at fair value prior to the acquisition.
Subsequent to the closing of the contribution, the Company commenced a tender offer to purchase shares of Rubicon Common Stock at $4.75 per share in cash, which expired on November 12, 2025. On November 17, 2025, the tender offer was completed, and the Company purchased 426,000 shares of Rubicon common stock for an aggregate cash consideration of $2,024 , and the shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, the Company owned approximately 91.0 % of Rubicon’s outstanding common stock. The carrying amount of the noncontrolling interest has been adjusted, and the difference between the cash consideration paid and the change in the noncontrolling interest of $510 was recorded in the Company’s paid-in capital during the nine months ended June 30, 2026, and no gain or loss was recorded.
On May 5, 2026, the Company’s Board of Directors authorized the purchase of up to 50,000 additional shares of Rubicon Common Stock in the public market or through privately negotiated transactions. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions. As of June 30, 2026, the Company had acquired 10,000 shares of Rubicon Common Stock at an average price of $4.46 per share.
Life Sciences
On April 8, 2026, the Company acquired an antibody product line from BioPorto A/S. The transaction was accounted for as an asset acquisition. The total purchase price was $10,000 , consisting of $9,000 in cash paid at closing and contingent consideration with an acquisition-date fair value of $1,000 . The contingent consideration provides for a total possible payout of up to , upon the achievement of certain revenue targets over the three years following the acquisition. The purchase price was allocated to the acquired assets based on their relative fair values. The Company recorded $2,362 of acquired inventory and $7,638 of identifiable intangible assets related to the antibody product line.
On May 1, 2026, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which the Company includes in the Life Sciences segment. The transaction was accounted for as an asset acquisition. The total consideration transferred was approximately $1,440 consisting of $1,000 in cash and contingent consideration valued at $440 .
Fiscal 2025 Acquisitions
Logistics
On August 1, 2025, the Company acquired a customer list and other intangible assets of, and hired the employees of, a customs broker and freight forwarder, which is included in the Logistics segment.
On September 2, 2025, the Company completed a business combination whereby it acquired a majority ownership position in Interlog USA, Inc. (“Interlog”) for an aggregate purchase price of $9,410 and recorded a liability of $1,580 relating to the non-controlling interest. At closing, the Company purchased 80 % of the outstanding stock of Interlog for $6,825 in cash with an additional $1,005 to be paid within 90 days subject to the achievement of certain integration goals, which was paid in full as of December 31, 2025. The Company also agreed to purchase the remaining 20 % of Interlog stock two years from the closing date for an amount equal to two times Interlog’s average annual gross profit for the year ended December 31, 2027. The acquisition was funded through the Company’s previous asset-backed facility with Santander Bank, N.A (“Santander”). In connection with the combination, the Company recorded an aggregate of $4,264 in goodwill and $5,844 in other identifiable intangibles during the quarter ended September 30, 2025. Interlog is a non-asset-based freight forwarder and domestic truck broker. The acquisition of Interlog was completed to expand the Company’s service offerings in the Logistics segment.
Life Sciences
On June 4, 2025, the Company acquired a majority ownership position in Biosensis Pty Ltd ("Biosensis") for an aggregate purchase price of $5,136 , net of $199 cash received and net of non-interest-bearing liabilities assumed of $166 . Additionally, the Company assumed debt of $563 and recorded a liability of $1,486 relating to the non-controlling interest during the quarter ended June 30, 2025. At closing, the Company purchased 80 % of the outstanding common stock of Biosensis for $2,754 in cash and $298 in the form of a conversion of a note receivable. The majority ownership transaction included put-call options exercisable on June 4, 2028 for the remaining 20 % of outstanding common stock. The acquisition was funded by the Company’s previous acquisition draw facility with First Merchants Bank (“First Merchants”), and the results of operations of Biosensis are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the acquisition, the Company recorded an aggregate of $2,607 in goodwill and $1,700 in other identifiable intangible assets during the quarter ended June 30, 2025. Biosensis is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses. Biosensis was founded in 2006 and is headquartered in Thebarton, Australia. The acquisition of Biosensis was completed to expand the Company’s product offerings in the Life Sciences segment.
On March 10, 2026, prior to the exercisability date of the put-call options, Antibodies, Inc., entered into an agreement to purchase the remaining 20 % of the outstanding common stock of Biosensis for $574 . The difference between the carrying value of the non-controlling interest and the cash consideration was recognized in stockholders’ equity within paid-in capital on the Company’s condensed consolidated balance sheets as of June 30, 2026. No gain or loss was recognized in the Company’s condensed consolidated statements of operations as of the nine months ended June 30, 2026. This agreement terminated the previously established put-call option arrangement.
3. INVENTORY
Inventories consisted of the following:
| June 30,
2026 |
September 30,
2025 |
|||||||
|
Finished goods
|
$ | $ | ||||||
|
Work-in-process
|
||||||||
|
Raw materials
|
||||||||
|
Gross inventory
|
||||||||
|
Less – reserve for inventory valuation
|
( |
) | ( |
) | ||||
| Inventory, net | $ | $ | ||||||
4. INTANGIBLE ASSETS
The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of June 30, 2026 and September 30, 2025:
| June 30, 2026 | September 30, 2025 | Life (Years) | Weighted Avg Remaining Life (Years) | |||||||||||||
| Customer assets | $ | $ | ||||||||||||||
| Trademarks/names | ||||||||||||||||
| Other | ||||||||||||||||
| Gross book value | ||||||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||||||||||
| Trademarks/names | Indefinite | |||||||||||||||
| Intangible assets, net | $ | $ | ||||||||||||||
Refer to Note 2 - "Acquisitions and Investments" for the increase in the Company's intangible assets during the nine months ended June 30, 2026.
The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets by segment as of June 30, 2026 and September 30, 2025:
| June 30,
2026 |
September 30,
2025 |
|||||||
|
Logistics
|
$ | $ | ||||||
|
Life Sciences
|
||||||||
|
Manufacturing
|
||||||||
|
Gross book value
|
||||||||
|
Less: Accumulated amortization
|
( |
) | ( |
) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization expense for the three and nine months ended June 30, 2026 and 2025 was $1,043 and $654 , and $2,701 and $1,937 , respectively.
The future amortization of these intangible assets is expected to be as follows:
|
Fiscal Year 2026 (remaining)
|
$ | |||
|
Fiscal Year 2027
|
||||
|
Fiscal Year 2028
|
||||
|
Fiscal Year 2029
|
||||
|
Fiscal Year 2030
|
||||
|
Thereafter
|
||||
|
Total
|
$ |
5. GOODWILL
The composition of goodwill balances by segment as of June 30, 2026 and September 30, 2025 was as follows:
| June 30,
2026 |
September 30, 2025 |
|||||||
|
Logistics
|
$ | $ | ||||||
|
Life Sciences
|
||||||||
|
Manufacturing
|
||||||||
| Total goodwill | $ | $ | ||||||
6. LONG-TERM DEBT
The table below sets forth the total long-term debt, net of unamortized debt issuance cost, as of June 30, 2026 and September 30, 2025, respectively:
| June 30,
2026 |
September 30, 2025 |
|||||||
|
Total debt
|
$ | $ | ||||||
|
Less: unamortized debt issuance costs
|
( |
) | ( |
) | ||||
|
Less: current portion of long-term debt
|
( |
) | ( |
) | ||||
| Total outstanding long-term debt | $ | $ | ||||||
These obligations mature as follows:
|
Fiscal year 2026 (remaining)
|
$ | |||
|
Fiscal year 2027
|
||||
|
Fiscal year 2028
|
||||
|
Fiscal year 2029
|
||||
|
Fiscal year 2030
|
||||
|
Thereafter
|
||||
|
Total
|
$ |
Current Credit Facility
The 2025 Credit Facility
On December 29, 2025, the Company entered into a new credit facility agreement (the “2025 Credit Facility”) with Santander Bank and First Merchants Bank. The 2025 Credit Facility provides for a $40,000 Asset-Based Revolving Credit Facility (“Revolving Facility”), a $6,000 Term Loan (“Term Loan”), a $3,120 Mortgage Loan (“Mortgage Loan”) and a $10,000 Revolving Credit Facility (“RCF”) to be used for acquisitions, for an aggregate commitment of $59,120 . The Revolving Facility, Term Loan and Mortgage Loans mature on December 29, 2030 December 29, 2027 , with any outstanding borrowings at that time being converted into a three-year term loan. Interest on the 2025 Credit Facility accrues at an annual rate equal to either a base rate or, at the election of the Company, a rate based on the term Secured Overnight Financing Rate (“Term ”) for the applicable interest period, plus an applicable margin ranging from 1.7 % to 3.0 %, based upon the consolidated senior leverage ratio of the Company (as defined in the agreement governing the 2025 Credit Facility). The Revolving Facility and RCF have a commitment fee payable on the undrawn amount ranging from 0.25 0.35
For borrowings under the 2025 Credit Facility, the Company is subject to a minimum debt consolidated fixed charge coverage ratio of 1.2 , a maximum consolidated leverage ratio of 4.5 , and a maximum consolidated secured leverage ratio of 3.5 (each as defined in the agreement governing the 2025 Credit Facility). All financial covenants are calculated based on consolidated results.
The proceeds under the 2025 Credit Facility were used to repay the Company’s outstanding loan balance of $33,021 under its previous credit facilities and pay loan initiation fees of $942 . In connection with the 2025 Credit Facility, the Company recorded a loss of approximately $445 on the write-off of unamortized capitalized loan costs on the extinguishment of the credit agreement entered into with First Merchants Bank on April 25, 2023 (the "First Merchants Credit Agreement"), which is recorded in other income (expense), net in the condensed consolidated statements of operations for the nine months ended June 30, 2026.
On April 7, 2026, the Company entered into the First Amendment to the Credit Agreement dated as of December 29, 2025 which allowed for the acquisition of the antibody product line from BioPorto A/S described in Note 2 - "Acquisitions and Investments". The First Amendment also updated certain definitions.
As of June 30,
2026, $13,929 and $25,824 were the amounts outstanding and available
for borrowing, respectively, under the Revolving Facility. As of June 30,
2026, $9,668 and $332 were the amounts outstanding and available for
borrowing, respectively, under the RCF. The effective interest rate on such
borrowings outstanding was 5.49 % per annum. The RCF is classified as
a non-current liability as no principal payments are scheduled until after December 29, 2027, when it converts into a term loan.
The Company was in compliance with the financial covenants defined in the 2025 Credit Facility as of June 30, 2026.
Prior Credit Facilities
The Santander Facility
The wholly-owned subsidiaries that comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, had a Loan and Security Agreement (as amended, the “Santander Loan Agreement”) with Santander Bank with respect to a revolving line of credit facility (the “Santander Facility”). The Company entered into an Eighth Amendment to the Santander Loan Agreement on November 1, 2024, allowing for maximum borrowings of $35,000 under the Santander Facility. Interest accrued at an annual rate equal to the one-month plus 2.35 %. The Santander Loan Agreement had a maturity date of September 21, 2026 .
On December 29, 2025, using the proceeds received from the 2025 Credit Facility, the Santander Facility of $20,838 was paid off in full and extinguished. See “The 2025 Credit Facility” section above for additional details.
The First Merchants Credit Agreement
On April 25, 2023, Indco and certain other subsidiaries of the Company that are part of the Life Sciences and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a credit agreement (the “First Merchants Credit Agreement”) with First Merchants Bank. The First Merchants Credit Agreement was amended on November 22, 2024 to provide for, among other changes, the conversion and extinguishment of the $3,700 under the existing Acquisition A loan into the Term A loan, an incremental increase to the Term A loan of $1,000 , the establishment of a new Acquisition B loan with a borrowing capacity of $7,000 , and the extension of the revolving line of credit.
Interest accrued on the previously outstanding revolving Term A loan and Acquisition B loans at an annual rate equal to one-month 2.75 1.75 3.50 1.75
As of September 30, 2025, there were $2,900 of outstanding borrowings under the revolving credit facility, $7,885 of outstanding borrowings under the Term A loan, $559 of outstanding borrowings under the Term B loan and $1,000 of outstanding borrowings on the revolving loan, with interest accruing on all four loans at an effective interest rate of 6.89 12,182 to fully pay off the First Merchants Credit Agreement. See “The 2025 Credit Facility” above for additional details. As of June 30, 2026, no
7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY
Janel 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 Expedited Logistics and Freight Services, LLC (“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, as subsequently amended, 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 2025 Credit Facility. The ELFS Subordinated Promissory Notes are payable in quarterly installments of principal together with accrued interest through July 2028.
As of September 30, 2025, the amount outstanding under the ELFS Subordinated Promissory Notes was $2,940 , of which $1,174 was included in the current portion of subordinated promissory notes and $1,766 was included in the long-term portion of subordinated promissory notes.
As of June 30, 2026, the gross amount outstanding under the ELFS Subordinated Promissory Notes was $2,205 , of which $1,174 was included in the current portion of subordinated promissory notes and $1,031 was included in the 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 0.001 100,000 0.001
(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 per share, 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 June 30, 2026 and September 30, 2025 was 8 % and 7 %, respectively. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon. The liquidation value of Series C Stock was $6,708 and $7,333 as of June 30, 2026 and September 30, 2025, respectively.
For the three and nine months ended June 30, 2026 and 2025, the Company declared dividends on Series C Stock of $114 and $77 , and $326 and $271 , respectively. As of June 30, 2026 and September 30, 2025, the Company had accrued dividends of $1,024 and $1,649 , 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 within the discretion of the Company’s Compensation Committee.
The following table summarizes activities under the 2017 Equity Incentive Plan for the indicated periods:
Options
The Company uses the Black-Scholes option pricing model to estimate the fair value of the share-based awards. In applying this model, the Company uses the following assumptions:
●
Risk-free interest rate - The Company determines the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate.
●
Expected term - The Company estimates the expected term of options on the average of the vesting date and term of the option.
●
Expected volatility - The Company estimates expected volatility using daily historical trading data of its common stock.
●
Dividend yield - The Company has never paid dividends on its common stock and currently have no plans to do so; therefore, no dividend yield is applied.
The fair values of the employee option awards for the three and nine months ended June 30, 2026 and 2025 were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented:
| Three and Nine Months Ended June 30, 2026 | Three and Nine Months Ended June 30, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected option term in years | ||||||||
| Expected volatility | % | % | ||||||
| Dividend yield | | | ||||||
| Weighted average grant date fair value | $ | $ | ||||||
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Outstanding balances, September 30, 2025 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Outstanding balances, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company’s common stock at June 30, 2026 of $45.00 per share and the exercise price of the stock options that had strike prices below such closing price.
As of June 30, 2026, there was $62 unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized over the next fiscal year.
9. INCOME PER COMMON SHARE
The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three and nine months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
|
(in thousands, except per share data)
|
2026 | 2025 | 2026 | 2025 | ||||||||||||
|
Income:
|
||||||||||||||||
|
Consolidated net income
|
$ | $ | $ | $ | ||||||||||||
|
Net income attributable to noncontrolling interests
|
( |
) | ( |
) | ||||||||||||
|
Net income attributable to Janel Corporation
|
||||||||||||||||
|
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
|
||||||||||||||||
|
Consolidated net income
|
$ | $ | $ | $ | ||||||||||||
|
Net income attributable to noncontrolling interests
|
( |
) | ( |
) | ||||||||||||
|
Preferred stock dividends
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Noncontrolling interest dividends
|
( |
) | ||||||||||||||
|
Net income available to common shareholders
|
$ | $ | $ | $ | ||||||||||||
|
Diluted
|
||||||||||||||||
|
Consolidated net income
|
$ | $ | $ | $ | ||||||||||||
|
Net income attributable to noncontrolling interests
|
( |
) | ( |
) | ||||||||||||
|
Preferred stock dividends
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Noncontrolling 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 10 22.5
10. INCOME TAXES
The reconciliation of income tax computed at the federal statutory rate to the provision for income taxes from continuing operations for the three and nine-month periods ended June 30, 2026 and 2025 is as follows:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| taxes at statutory rates |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
Permanent differences
|
( |
) | ( |
) | ( |
) | ||||||||||
|
State and local taxes, net of federal benefit
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Total
|
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
As disclosed in Note 2 - "Acquisitions and Investments", the Company acquired deferred tax assets valued at $10,128 from Rubicon. The Company has performed an analysis to assess potential limitations on the utilization of these net operating losses ("NOLs") and tax credits resulting from ownership changes. Based on this analysis, no ownership changes were identified that would limit Rubicon's ability to utilize its NOLs or tax credits.
11. BUSINESS SEGMENT INFORMATION
As referenced above in Note 1 - "Basis of Presentation and Significant Accounting Policies", the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing.
The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), 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.
The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and nine months ended June 30, 2026:
|
For the three months ended June 30, 2026
|
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 nine months ended June 30, 2026
|
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
|
||||||||||||||||||||
The Manufacturing segment includes results from Rubicon starting on the acquisition date of October 14, 2025. Rubicon’s corporate expenses are included in Janel’s Corporate expenses segment.
The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and nine months ended June 30, 2025:
|
For the three months ended June 30, 2025
|
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 nine months ended June 30, 2025
|
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
|
||||||||||||||||||||
12. FAIR VALUE MEASUREMENTS
ASC Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC Topic 820 are described below:
Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2:
Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
Recurring Fair Value Measurements
The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:
|
June 30, 2026
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
Investment in marketable securities at fair value
|
$ | $ | $ | $ | ||||||||||||
|
Restricted investments
|
||||||||||||||||
|
Total Assets
|
$ | $ | $ | $ | ||||||||||||
|
September 30, 2025
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
Investment in Rubicon at fair value
|
$ | $ | $ | $ | ||||||||||||
|
Investment in marketable securities at fair value
|
||||||||||||||||
|
Restricted investments
|
||||||||||||||||
|
Total Assets
|
$ | $ | $ | $ | ||||||||||||
The following table sets forth a summary of the changes in the investment in marketable securities and restricted investments during the three and nine months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Balance, beginning of period
|
$ | $ | $ | $ | ||||||||||||
| Acquisition of controlling financial interest of Rubicon | ( |
) | ||||||||||||||
|
Unrealized gain (loss)
|
( |
) | ( |
) | ||||||||||||
|
Purchase of securities (net of sales)
|
||||||||||||||||
|
Balance, end of period
|
$ | $ | $ | $ | ||||||||||||
On August 19, 2022, the Company acquired 1,108,000 shares of Rubicon common stock at a price per share of $20.00 , in a cash tender offer. As of September 30, 2025, the Company held 46.6 % of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC Topic 320, Investments - Debt Securities. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provides a better indicator of value. The investment in Rubicon was re-measured at the end of each quarter based on the trading price, and any change in the value was reported in the condensed statement of operations as an unrealized gain or loss on marketable securities in Other income (expense), net.
On October 14, 2025, the Company acquired an additional 7,000,000 shares of Rubicon Common Stock and obtained a controlling financial interest in Rubicon through its ownership of 86.5 % of outstanding equity resulting in consolidation of Rubicon from the acquisition date. Immediately prior to the business combination, the investment was measured at fair value. In connection with the closing of the Contribution, the Company commenced a tender offer to purchase 426,000 shares of Rubicon common stock at $4.75 per share in cash, which expired on November 12, 2025. The shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, Janel Corporation owned approximately 91.0 % of Rubicon’s common stock outstanding. See Note 2 – "Acquisitions and Investments".
The following table sets forth a summary of the changes in the fair value of the Company’s investment in Rubicon, which was measured at fair value on a recurring basis prior to October 14, 2025, utilizing Level 1 assumptions in its valuation:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Balance, beginning of period
|
$ | $ | $ | $ | ||||||||||||
|
Fair value adjustment to Rubicon investment
|
( |
) | ( |
) | ||||||||||||
|
Balance, end of period
|
$ | $ | $ | $ | ||||||||||||
There were no
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:
|
June 30, 2026
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
Contingent earnout
|
$ | $ | $ | $ | ||||||||||||
|
Mandatorily redeemable noncontrolling interest
|
||||||||||||||||
|
Total Liabilities
|
$ | $ | $ | $ | ||||||||||||
|
September 30, 2025
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|
Contingent earnout
|
$ | $ | $ | $ | ||||||||||||
|
Mandatorily redeemable noncontrolling interest
|
||||||||||||||||
|
Total Liabilities
|
$ | $ | $ | $ | ||||||||||||
These liabilities relate to the estimated fair value of earnout and mandatorily redeemable noncontrolling interest payments due to former business owners at previously acquired companies. The Level 1 contingent earnout is fixed. The Company determined the fair value of the Level 3 liabilities using forecasted results through the expected earnout periods. The principal inputs to the approach include expectations of the specific business’s revenues in fiscal years 2025 through 2026 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent earnout liability and mandatorily redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy.
The current and non-current portions of the fair value of the contingent earnout liabilities as of June 30, 2026 were $417 and $1,118 , respectively. The current and non-current portions of the fair value of the contingent earnout liabilities as of September 30, 2025 were $2,592 and $55 , respectively.
The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities for the three and nine months ended June 30, 2026 and 2025, which are measured at fair value on a recurring basis utilizing Level 1 and Level 3 assumptions in their valuation:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Balance, beginning of period
|
$ | $ | $ | $ | ||||||||||||
|
Fair value of contingent consideration recorded in connection with business combinations and asset purchases
|
||||||||||||||||
|
Earnout payment
|
( |
) | ( |
) | ||||||||||||
|
Change in earnout calculation
|
||||||||||||||||
|
Balance, end of period
|
$ | $ | $ | $ | ||||||||||||
13. 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 the consolidated balance sheets. Assets and obligations related to finance leases are included in property and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in the condensed consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease 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. The Company uses the implicit rate when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company’s agreements with lease and non-lease components are all 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.
The Company has operating leases for office and warehouse space in all districts where it conducts business. As of June 30, 2026, the remaining terms of the Company’s operating leases were between one month and 92 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.
The components of lease expense for the three and nine months ended June 30, 2026 and 2025 are as follows:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Operating lease cost
|
$ | $ | $ | $ | ||||||||||||
|
Short-term lease cost
|
||||||||||||||||
|
Total lease cost
|
$ | $ | $ | $ | ||||||||||||
Operating lease right of use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of June 30, 2026 were $6,580 , $2,229 and $5,002 , respectively.
Operating lease right of use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2025 were $7,760 , $2,114 and $6,310 , respectively.
During
the nine months ended June 30, 2026, the Company entered into two lease
extension agreements for its Logistics segment. One agreement extended the
lease term by an additional 10 months, resulting in a new expiration date of
. The second agreement extended the lease term by an additional 3
years, resulting in a new expiration date of . As result of these lease
modifications, the Company recognized right-of-use assets of $485 and operating
lease liabilities of $516 as of June 30, 2026.
During the nine months ended June 30, 2025, the Company amended and extended various lease agreements. As a result, the Company recognized right-of-use assets of $887 and operating lease liabilities of $1,190 .
As of June 30, 2026 and September 30, 2025, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 4.2 years and 6.75 % and 4.5 years and 6.13 %, respectively.
For the three months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of operating lease obligations was $612 and $686 . For the nine months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of operating lease obligation was $1,925 and $1,707 , respectively.
Future minimum lease payments under non-cancelable operating leases as of June 30, 2026 are as follows for each of the fiscal years ending September 30 of:
|
Fiscal year 2026 (remaining)
|
$ | |||
|
Fiscal year 2027
|
||||
|
Fiscal year 2028
|
||||
|
Fiscal year 2029
|
||||
|
Fiscal year 2030
|
||||
|
Thereafter
|
||||
|
Total undiscounted lease payments
|
||||
|
Imputed interest
|
( |
) | ||
|
Total lease liabilities
|
$ |
14. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30, 2026 up through the date these consolidated financial statements were issued. Other than as disclosed elsewhere in the notes to the consolidated financial statements, the Company did not have any material subsequent events.
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 and nine months ended June 30, 2026, 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 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q ("the Report") contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 change to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or we may spend resources exploring acquisitions that are not consummated; risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our ability to utilize anticipated tax benefits; the impact of volatile or changing 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; changes or developments in U.S. laws or policies, including the potential imposition of tariffs and uncertainties related to tariff refund obligations; 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; terrorist attacks and other acts of violence or war; security breaches or cybersecurity attacks; the impact of catastrophic events, such as health crises, natural disasters and armed conflict; 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 that 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; the impact of higher carrier prices; risks related to the classification of owner-operators in the transportation industry; recessions, economic developments and 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 a small number 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, the lack of a guaranteed continued public trading market for our common stock, our ability to issue shares of preferred stock with greater rights than our common stock and costs related to maintaining our status as a public company; 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, 2025.
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 majority-owned and 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 August 1, 2025, the Company acquired a customer list and other intangible assets and hired the employees of a customs broker and freight forwarder, which we include in our Logistics segment.
On September 2, 2025, the Company completed a business combination whereby it acquired a majority ownership position in Interlog USA, Inc., a non-asset-based freight forwarder and domestic truck broker, which we include in our Logistics segment. On that date, the Company purchased 80% of the outstanding stock of Interlog. The Company also agreed to purchase the remaining 20% of Interlog stock two years from the closing date, subject to certain closing conditions.
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 basis.
On June 4, 2025, the Company completed a business combination in which it acquired 80% of the outstanding stock of Biosensis, an Australian developer and manufacturer of antibodies and cell culture media for research and diagnostic uses, which we include in our Life Sciences segment. On March 10, 2026, the Company entered into an agreement to repurchase the remaining 20% of the outstanding common stock of Biosensis.
On April 8, 2026, the Company acquired an antibody product line from BioPorto A/S. The transaction was accounted for as an asset acquisition. The total purchase price was $10,000, consisting of $9,000 in cash paid at closing and contingent consideration with an acquisition-date fair value of $1,000. The consideration provides for a total possible payout of up to $1,500, upon the achievement of certain revenue targets over the three years following the acquisition. The purchase price was allocated to the acquired assets based on their relative fair values. The Company recorded $2,362 of acquired inventory and $7,638 of identifiable intangible assets related to the antibody product line.
On May 1, 2026, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which the Company includes in the Life Sciences segment. The transaction was accounted for as an asset acquisition. The total consideration transferred was approximately $1,440 consisting of $1,000 in cash and contingent consideration valued at $440.
Manufacturing
The Company’s Manufacturing segment is comprised of Indco, Inc. (“Indco”) and Rubicon Technology, Inc. (“Rubicon”).
Indco is a wholly 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.
Rubicon, a majority-owned subsidiary of the Company, is a U.S.-based distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and maintains its operating facility in the Chicago metropolitan area.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). 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 Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on December 5, 2025. 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 and nine months ended June 30, 2026.
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 Revenue and Organic Revenue Growth
Our non-GAAP financial measure of organic revenue represents revenues excluding revenues from acquisitions within the preceding 12 months. Organic revenue growth represents revenue growth excluding revenues from acquisitions within the preceding 12 months. Management believes that the presentation of organic revenue growth provides a useful period-to-period comparison of revenues as it excludes revenues from acquisitions that would not be included in the comparable prior period.
Organic Gross Profit and Organic Gross Profit Growth
Our non-GAAP financial measure of organic gross profit represents gross profit excluding gross profit from acquisitions within the preceding 12 months. Organic gross profit growth represents gross profit growth excluding gross profit from acquisitions within the preceding 12 months. Management believes that the presentation of organic gross profit growth provides a useful period-to-period comparison of gross profit as it excludes gross profit 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 revenue, organic revenue growth, organic gross profit, organic gross profit growth and adjusted operating income provide useful information in understanding and evaluating our operating results. However, organic revenue, organic revenue growth, organic gross profit, organic gross profit 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, gross profit, 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 a subjective determination by 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 revenue, organic revenue growth, organic gross profit, organic gross profit 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 revenue, organic revenue growth, organic gross profit, organic gross profit growth and adjusted operating income alongside other financial performance measures, including total revenues, gross profit, operating income and our other financial results presented in accordance with U.S. GAAP.
Results of Operations – Janel Corporation – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)
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 | Nine Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
2026
|
2025 | 2026 | 2025 | |||||||||||||
|
Revenues
|
$ | 67,512 | $ | 49,145 | $ | 180,995 | $ | 151,230 | ||||||||
|
Forwarding expenses and cost of revenues
|
46,027 | 33,035 | 122,825 | 103,407 | ||||||||||||
|
Gross profit
|
21,485 | 16,110 | 58,170 | 47,823 | ||||||||||||
|
Total operating expenses
|
17,844 | 14,179 | 52,006 | 42,513 | ||||||||||||
|
Income from operations
|
$ | 3,641 | $ | 1,931 | $ | 6,164 | $ | 5,310 | ||||||||
|
Net income attributable to Janel
Corporation
|
$ | 2,097 | $ | 887 | $ | 3,233 | $ | 2,986 | ||||||||
|
Adjusted operating income
|
$ | 5,199 | $ | 2,770 | $ | 9,820 | $ | 7,825 | ||||||||
Consolidated revenues for the three months ended June 30, 2026 were $67,512, which was $18,367, or 37.4%, higher than the prior year period. Acquisitions added $8,369 to consolidated revenue for the three months ended June 30, 2026. Consolidated revenues for the nine months ended June 30, 2026 were $180,995, which was $29,765, or 19.7%, higher than the prior year period. Acquisitions added $20,419 to consolidated revenue for the nine months ended June 30, 2026. The increase in revenues for both the three and nine months ended June 30, 2026 was primarily due to the inclusion of revenue from acquired businesses and higher revenue at the Logistics segment.
Income from operations for the three months ended June 30, 2026 was $3,641 compared with $1,931 in the prior year period. Income from operations for the nine months ended June 30, 2026 was $6,164 compared with $5,310 in the prior year period. The increase in income from operations for both the three and nine months ended June 30, 2026 resulted from higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments and higher acquisition-related expenses in the Corporate segment.
Net income attributable to Janel Corporation for the three months ended June 30, 2026 totaled $2,097 compared to $887 for the three months ended June 30, 2025. Net income attributable to Janel Corporation for the nine months ended June 30, 2026 totaled $3,233 compared to $2,986 for the nine months ended June 30, 2025. The increase in net income attributable to Janel Corporation for both the three and nine months ended June 30, 2026 was largely due to higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments as described above and higher acquisition-related expenses in the Corporate segment.
Adjusted operating income for the three months ended June 30, 2026
increased to $5,199 from $2,770 in the prior year period. Adjusted operating
income for the nine months ended June 30, 2026 increased to $9,820 from $7,825
in the prior year period. The increase in adjusted operating income for the
three months ended June 30, 2026 resulted primarily from higher adjusted
operating income at the Logistics and Life Science segments, partially offset
by lower adjusted operating income at the Manufacturing segment and higher
acquisition-related expenses in the Corporate segment. The increase in adjusted
operating income for the nine months ended June 30, 2026 resulted primarily
from higher adjusted operating income at the Logistics segment, partially
offset by lower adjusted operating income at the Life Sciences and
Manufacturing segments and higher acquisition-related expenses in the Corporate
segment.
The following table sets forth a reconciliation of income from operations, the most directly comparable GAAP measure, to adjusted operating income:
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025
|
2026
|
2025
|
|||||||||||||
|
Income from
operations
|
$ | 3,641 | $ | 1,931 | $ | 6,164 | $ | 5,310 | ||||||||
|
Add:
Amortization of intangible assets
|
1,043 | 654 | 2,701 | 1,937 | ||||||||||||
|
Add:
Stock-based compensation
|
62 | 122 | 187 | 367 | ||||||||||||
|
Add: Cost
recognized on sale of acquired inventory
|
453 | 63 | 768 | 211 | ||||||||||||
|
Adjusted
operating income
|
$ | 5,199 | $ | 2,770 | $ | 9,820 | $ | 7,825 | ||||||||
Results of Operations – Logistics – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)
Our Logistics segment 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 Logistics segment 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 June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Revenues
|
$ | 61,081 | $ | 43,231 | $ | 163,394 | $ | 133,361 | ||||||||
|
Forwarding expenses
|
43,973 | 31,259 | 117,507 | 98,155 | ||||||||||||
|
Gross profit
|
17,108 | 11,972 | 45,887 | 35,206 | ||||||||||||
|
Gross profit margin
|
28.0 | % | 27.7 | % | 28.1 | % | 26.4 | % | ||||||||
|
Selling, general and administrative expenses
|
11,603 | 9,434 | 33,494 | 28,327 | ||||||||||||
|
Income from operations
|
$ | 5,505 | $ | 2,538 | $ | 12,393 | $ | 6,879 | ||||||||
Revenues
Total revenues for the three months ended June 30, 2026 were $61,081 as compared to $43,231 for the three months ended June 30, 2025, an increase of $17,850, or 41.3%. Acquisitions added $7,579 to consolidated revenue for the three months ended June 30, 2026. Total revenues for the nine months ended June 30, 2026 were $163,394 as compared to $133,361 for the nine months ended June 30, 2025, an increase of $30,033, or 22.5%. Acquisitions added $18,579 to consolidated revenue for the nine months ended June 30, 2026. Revenues in both periods increased due to the inclusion of revenue from acquired businesses, higher freight rates and increased demand as customers navigate tariff policy changes.
Gross Profit
Gross profit for the three months ended June 30, 2026 was $17,108, an increase of $5,136, or 42.9%, as compared to $11,972 for the three months ended June 30, 2025. Acquisitions added $1,875 to gross profit for the three months ended June 30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 27.2% in the three months ended June 30, 2026 versus the prior year period. Gross profit margin as a percentage of revenues increased to 28.0% for the three months ended June 30, 2026, compared to 27.7% for the prior year period.
Gross profit for the nine months ended June 30, 2026 was $45,887, an increase of $10,681, or 30.3%, as compared to $35,206 for the nine months ended June 30, 2025. Acquisitions added $4,723 to gross profit for the nine months ended June 30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 16.9% in the nine months ended June 30, 2026 compared to the prior year period. Gross profit margin increased to 28.1% compared to 26.4% in the prior year period, primarily due to improved net revenue per shipment and favorable service mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended June 30, 2026 were $11,603 as compared to $9,434 for the three months ended June 30, 2025. This increase of $2,169, or 23.0%, was mainly due to prior year acquisitions. Selling, general and administrative expenses as a percentage of revenue were 19.0% and 21.8% for the three months ended June 30, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue was due to operating leverage from stronger organic growth.
Selling, general and administrative expenses for the nine months ended June 30, 2026 were $33,494 as compared to $28,327 for the nine months ended June 30, 2025. This increase of $5,167, or 18.2% , was mainly due to prior year acquisitions. Selling, general and administrative expenses as a percentage of revenues were 20.5% and 21.2% of revenues for the nine months ended June 30, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenues for the nine-month period was primarily attributable to improved operating leverage from stronger organic growth.
Income from Operations
Income from operations increased to $5,505 for the three months ended June 30, 2026 as compared to income from operations of $2,538 for the three months ended June 30, 2025, an increase of $2,967, or 116.9%. Operating margin as a percentage of gross profit for the three months ended June 30, 2026 was 32.2% compared to 21.2% in the prior year period.
Income from operations increased to $12,393 for the nine months ended June 30, 2026 as compared to $6,879 for the nine months ended June 30, 2025, an increase of $5,514, or 80.2%. Operating margin as a percentage of gross profit for the nine months ended June 30, 2026 was 27.0% compared to 19.5% in the prior year period. The increase in operating margin for the three- and nine-month periods was primarily attributable to organic growth in gross profit and operating leverage.
Results of Operations – Life Sciences – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)
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 June 30, | Nine Months Ended June 30, |
|||||||||||||||
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Revenues
|
$ | 3,858 | $ | 3,490 | $ | 10,663 | $ | 10,639 | ||||||||
|
Cost of sales
|
389 | 561 | 1,276 | 1,659 | ||||||||||||
|
Cost recognized upon sale of acquired
inventory
|
453 | 63 | 768 | 211 | ||||||||||||
|
Gross profit
|
3,016 | 2,866 | 8,619 | 8,769 | ||||||||||||
|
Gross profit margin
|
78.2 | % | 82.1 | % | 80.8 | % | 82.4 | % | ||||||||
|
Selling, general and administrative
expenses
|
2,478 | 2,062 | 7,270 | 5,979 | ||||||||||||
|
Income from operations
|
$ | 538 | $ | 804 | $ | 1,349 | $ | 2,790 | ||||||||
Revenues
Total revenues were $3,858 and $3,490 for the three months ended June 30, 2026 and 2025, respectively, reflecting an increase of $368, or 10.5%, primarily due to the inclusion of revenues from acquisitions totaling $700, partially offset by timing of orders and lower demand from larger commercial customers.
Total revenues were $10,663 and $10,639 for the nine months ended June 30, 2026 and 2025, respectively, reflecting an increase of $24, or 0.2%, primarily due to the inclusion of acquired revenue totaling $1,428, partially offset by timing of orders and lower demand from larger commercial customers.
Gross Profit
Gross profit was $3,016 and $2,866 for the three months ended June 30, 2026 and 2025, respectively, an increase of $150, or 5.2%. During the three months ended June 30, 2026 and 2025, gross profit margin was 78.2% and 82.1%, respectively. Gross profit margin decreased due to non-cash expenses from acquired inventory.
Gross profit was $8,619 and $8,769 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $150, or 1.7%. During the nine months ended June 30, 2026 and 2025, gross profit margin was 80.8% and 82.4%, respectively. Gross profit margin decreased slightly due to non-cash expenses from acquired inventory.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the Life Sciences segment were $2,478 and $2,062 for the three months ended June 30, 2026 and 2025, respectively. Selling, general and administrative expenses were $7,270 and $5,979 for the nine months ended June 30, 2026 and 2025, respectively. The year-over-year increases for both periods were largely due to additional expenses from acquired businesses and higher lab supply costs.
Income from Operations
Income from operations for the three months ended June 30, 2026 and 2025 was $538 and $804, respectively, a decrease of $266, or 33.1%. Income from operations for the nine months ended June 30, 2026 and 2025 was $1,349 and $2,790, respectively, a decrease of $1,441, or 51.6%. Both periods were negatively impacted by higher non-cash expenses from acquired inventory, timing of orders and lower demand from larger commercial customers.
Results of Operations - Manufacturing – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)
The Company’s Manufacturing segment consists of Indco and Rubicon. Indco produces and distributes specialized mixing equipment to a diverse customer base across various industries. Rubicon is a U.S.-based distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia.
The nine months ended June 30, 2025 include only Indco operations, while the nine months ended June 30, 2026 amounts include Rubicon balances from October 14, 2025 (the date of majority ownership) through June 30, 2026. See Note 2 - "Acquisitions and Investments", to our condensed consolidated financial statements.
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025
|
2026
|
2025 | |||||||||||||
|
Revenues
|
$ | 2,573 | $ | 2,424 | $ | 6,938 | $ | 7,230 | ||||||||
|
Cost of sales
|
1,212 | 1,152 | 3,274 | 3,382 | ||||||||||||
|
Gross profit
|
1,361 | 1,272 | 3,664 | 3,848 | ||||||||||||
|
Gross profit margin
|
52.9 | % | 52.5 | % | 52.8 | % | 53.2 | % | ||||||||
|
Selling, general and administrative
expenses
|
897 | 764 | 2,670 | 2,507 | ||||||||||||
|
Income from operations
|
$ | 464 | $ | 508 | $ | 994 | $ | 1,341 | ||||||||
Revenues
Total revenues were $2,573 and $2,424 for the three months ended June 30, 2026 and 2025, respectively, an increase of $149, or 6.1%. Total revenues were $6,938 and $7,230 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $292, or 4.0%. The increase in total revenues for the three months ended June 30, 2026 was primarily a result of the inclusion of Rubicon in the Manufacturing segment. The decrease in total revenues for the nine months ended June 30, 2026 was largely reflective of the lower sales volume recorded in the first quarter of the fiscal year at Indco.
Gross Profit
Gross profit was $1,361 and $1,272 for the three months ended June 30, 2026 and 2025, respectively, an increase of $89, or 7.0%, primarily due to the inclusion of Rubicon revenues in the Manufacturing segment. Gross profit margin for the three months ended June 30, 2026 and 2025 was 52.9% and 52.5%, respectively. Gross profit was $3,664 and $3,848 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $184, or 4.8%, predominantly as a result of a negative product mix variance and a decrease in sales volume at Indco. Gross profit margin for the nine months ended June 30, 2026 and 2025 was 52.8% and 53.2%, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $897 and $764 for the three months ended June 30, 2026 and 2025, respectively, an increase of $133, or 17.4%. Selling, general and administrative expenses were $2,670 and $2,507 for the nine months ended June 30, 2026 and 2025, respectively, an increase of $163, or 6.5%. The increase in selling, general, and administrative expenses for both periods was driven by the inclusion of Rubicon in the Manufacturing segment.
Income from Operations
Income from operations was $464 for the three months ended June 30, 2026 compared to $508 for the three months ended June 30, 2025, representing an 8.7% decrease, primarily due to increased selling, general, and administrative expenses. Income from operations was $994 for the nine months ended June 30, 2026 compared to $1,341 for the nine months ended June 30, 2025, representing a 25.9% decrease from the prior year period, primarily due to increased selling, general, and administrative expenses and decreased revenues at Indco.
Results of Operations – Corporate and Other – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)
Below is a reconciliation of income from operating segments to net income available to common stockholders.
| Three Months Ended June 30, | Nine Months Ended June 30, |
|||||||||||||||
| 2026 | 2025
|
2026
|
2025
|
|||||||||||||
|
Total income from operating segments
|
$ | 6,507 | $ | 3,850 | $ | 14,736 | $ | 11,010 | ||||||||
|
Corporate expenses
|
(1,761 | ) | (1,143 | ) | (5,684 | ) | (3,396 | ) | ||||||||
|
Amortization of intangible assets
|
(1,043 | ) | (654 | ) | (2,701 | ) | (1,937 | ) | ||||||||
|
Stock-based compensation - Corporate
|
(62 | ) | (122 | ) | (187 | ) | (367 | ) | ||||||||
|
Total corporate expenses
|
(2,866 | ) | (1,919 | ) | (8,572 | ) | (5,700 | ) | ||||||||
|
Interest expense
|
(552 | ) | (442 | ) | (1,267 | ) | (1,668 | ) | ||||||||
|
Gain on consolidation of acquisition
|
- | - | 849 | - | ||||||||||||
|
Other income (expense), net
|
80 | (157 | ) | (231 | ) | 402 | ||||||||||
|
Net income before taxes
|
3,169 | 1,332 | 5,515 | 4,044 | ||||||||||||
|
Income tax expense
|
(626 | ) | (445 | ) | (1,273 | ) | (1,058 | ) | ||||||||
|
Consolidated net income
|
$ | 2,543 | $ | 887 | $ | 4,242 | $ | 2,986 | ||||||||
|
Net income attributable to
noncontrolling interests
|
(446 | ) | - | (1,009 | ) | - | ||||||||||
|
Net income attributable to Janel
Corporation stockholders
|
$ | 2,097 | $ | 887 | $ | 3,233 | $ | 2,986 | ||||||||
|
Preferred stock dividends
|
(114 | ) | (77 | ) | (326 | ) | (271 | ) | ||||||||
|
Non-controlling interest dividends
|
- | - | - | (243 | ) | |||||||||||
|
Net income available to common
stockholders
|
$ | 1,983 | $ | 810 | $ | 2,907 | $ | 2,472 | ||||||||
Total Corporate Expenses
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation, and merger and acquisition expenses, increased by $947, or 49.3%, to $2,866 for the three months ended June 30, 2026 as compared to $1,919 for the three months ended June 30, 2025. Total Corporate expenses increased by $2,872, or 50.4%, to $8,572 for the nine months ended June 30, 2026 as compared to $5,700 for the nine months ended June 30, 2025. The increase in total corporate expenses in both periods was primarily due to higher acquisition-related operating expenses and amortization of intangible assets. 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 $110, or 24.9%, to $552 for the three months ended June 30, 2026 from $442 for the three months ended June 30, 2025. The increase was primarily due to higher average debt balances from acquisitions. Interest expense for the consolidated Company decreased by $401, or 24.0%, to $1,267 for the nine months ended June 30, 2026 from $1,668 for the nine months ended June 30, 2025. The decrease was primarily due to lower average debt balances earlier in the fiscal year.
Gain on Consolidation of Acquisition
For the nine months ended June 30, 2026, we recognized a gain of $849 in connection with the acquisition of Rubicon on October 14, 2025. See Note 2 - "Acquisitions and Investments", of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on the gain on consolidation of acquisition recognized during the nine months ended June 30, 2026.
Other Income (Expense), Net
Other
income (expense), net increased $237, to $80 for the three months
ended June 30, 2026 due to the absence of the prior-year unrealized loss on
marketable securities from Rubicon, as Rubicon was consolidated in October of
2025 following its acquisition. Other income (expense), net decreased $633,
to $(231) for the nine months ended June 30, 2026, primarily due to the write-off of
unamortized loan fees of $445 as a result of debt that resulted in an
extinguishment and the absence of the prior-year unrealized gain on marketable
securities from Rubicon.
Income Tax Expense
On a consolidated basis, the Company recorded an income tax expense of $626 for the three months ended June 30, 2026, as compared to an income tax expense of $445 for the three months ended June 30, 2025. On a consolidated basis, the Company recorded an income tax expense of $1,273 for the nine months ended June 30, 2026, as compared to an income tax expense of $1,058 for the nine months ended June 30, 2025. The increase in expense in both periods was primarily due to an increase in net income before taxes.
Consolidated Net Income
Consolidated net income was $2,543, or $2.09 per diluted share, for the three months ended June 30, 2026 compared to consolidated net income of $887, or $0.74 per diluted share, for the three months ended June 30, 2025. Consolidated net income was $4,242, or $3.49 per diluted share, for the nine months ended June 30, 2026 compared to consolidated net income of $2,986, or $2.48 per diluted share, for the nine months ended June 30, 2025. The increase in consolidated net income for the three and nine months ended June 30, 2026 was largely due to higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments and higher amortization, bank refinancing fees, and professional service expenses in the Corporate segment.
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 June 30, 2026 and 2025, preferred stock dividends were $114 and $77,
respectively. For the nine months ended June 30, 2026 and 2025, preferred stock
dividends were $326 and $271, respectively.
Net Income Available to Common Stockholders
Net income available to holders of Common Stock was $1,983, or $1.63 per diluted share, for the three months ended June 30, 2026 compared to net income available to holders of Common Stock of $810, or $0.67 per diluted share, for the three months ended June 30, 2025. Net income available to holders of Common Stock was $2,907, or $2.39 per diluted share, for the nine months ended June 30, 2026 compared to net income available to holders of Common Stock of $2,472, or $2.05 per diluted share, for the nine months ended June 30, 2025. The increase in net income available to holders of Common Stock for the three and nine months ended June 30, 2026 was largely due to higher income from the Logistics segment, partially offset by lower income at the Life Sciences and Manufacturing segments and higher amortization, bank refinancing fees, and professional service expenses in the Corporate segment, as well as the inclusion of the Rubicon non-controlling interest as discussed in Note 2 - "Acquisitions and Investments".
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 may 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 their systematic criteria used to evaluate which customers to provide extended payment terms to are appropriate and has historically experienced relatively insignificant collection problems. Generally, we do not make significant capital expenditures.
Our cash flow performance for third fiscal quarter of fiscal year 2026 is not necessarily indicative of future cash flow performance.
Cash flows from operating activities
Net
cash provided by operating activities was $20,134 for the nine months ended June 30,
2026, versus $17,632 for the nine months ended June 30, 2025.
The increase in cash provided by operations for the nine months ended June
30, 2026 compared to the prior year period was primarily due to the tariff refunds
payable collected in late June of 2026 within our Logistics segment which
the Company remitted to the applicable customers in July of 2026, and a
decrease in accounts receivable, partially offset by a decrease in
accounts payable.
Cash flows from investing activities
Net cash used in investing activities totaled $11,073 for the nine months ended June 30, 2026, versus $3,290 for the nine months ended June 30, 2025. The change in net cash used in investing activities was primarily due to the BioPorto asset acquisition.
Cash flows from financing activities
Net cash provided by (used in) financing activities was $12,596 for the nine months ended June 30, 2026, versus $(12,323) for the nine months ended June 30, 2025. The change in net cash used in financing activities was primarily due to proceeds from the lines of credit, the conversion and extinguishment of the revolving credit facility into the term loan, dividends paid to preferred stockholders, earnout payments, and redemption of subsidiary stock.
Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements or obligations.
We are exposed to market risks in the ordinary course of business. These risks are primarily related to interest rate risks on our Revolving Credit Facility. For every $1,000 outstanding on our revolving credit facilities, we will incur approximately $66 of interest expense. For every 1.0% increase in interest rates, our interest expense per $1,000 in borrowings will increase by approximately $10.
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 June 30, 2026, 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 June 30, 2026, 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 June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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, 2025. There have been no material changes to the risk factors disclosed in Part I—Item 1A of the Company’s 2025 Annual Report.
There were no unregistered sales of equity securities during the three and nine months ended June 30, 2026. In addition, there were no shares of Common Stock purchased by us during the three and nine months ended June 30, 2026.
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed herewith).
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
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Section 1350 Certification of Principal Executive Officer (filed herewith).
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Section 1350 Certification of Chief Financial Officer (filed herewith).
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101
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Interactive data files providing financial information from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2026 and 2025 in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and September 30, 2025, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2026 and 2025, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three and nine months June 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2026 and 2025, and (v) Notes to Condensed Consolidated Financial Statements.
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104
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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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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.
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Dated: August 7, 2026
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JANEL CORPORATION
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(Registrant)
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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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Dated: August 7, 2026
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/s/ Nathan C. Shandy
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Nathan C. Shandy
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
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