JANL 10-K & 10-Q changes, risk factors and insider trading

We expect to grow our businesses in part by completing acquisitions, either through acquisitions of businesses within our existing segments or the expansion of our portfolio into new segments. In either case:

Janel may be required to record a significant changecharge to earnings if its goodwill and other amortizable intangible assets, or other investments, become impaired, which could have a material adverse effect on the company’s financial condition and/or stock price.

Our actions may have an impact on the NOL’sNOLs of our minority-owned investment. The inability to use these NOLs, or the diminution in value of such NOLs, could have a material adverse effect on our business and operations.

RisingVolatile or changing interest rates may negatively impact our investments and have a material adverse effect on our business and operations.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. The Federal Reserve has raised interest rates with total increases of 450 basis points since March 2022, although rates have decreased by 75 basis points in the second half of 2024. Changes in interest rates could have an adverse impact on our business by increasing the cost of borrowing, affecting our interest costs and our ability to make new investments on favorable terms or at all. Additionally, interest rate fluctuations and changes in credit spreads on floating rate loans may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our net asset value and the market price of our securities. In addition, an increase in interest rates may make it difficult or impossible to make payments on outstanding debt. Any increase in interest rates could have a negative effect on our interest costs and investments, which could have a material adverse effect on our business and operations.

The Boardboards of Directorsdirectors and Officersofficers of Janel’s non-wholly owned affiliated businesses have fiduciary duties to their respective shareholders. As a result, to the extent Janel engages in transactions with these affiliates, they may make decisions that are in the best interest of their shareholders generally, but which are not necessarily in the best interest of our shareholders. In dealings with us, the directors and officers of our affiliated businesses may make decisions that are different from the decisions we would make. These decisions may not be in the best interests of our shareholders, which may have an adverse effect on our business and operations.

As of September 30, 2024,2025, we had approximately $32,390$14,816 of short-term borrowings and long-term debt. We may also incur additional indebtedness in the future.

Pursuant to the borrowing agreement, our ability to borrow under our current asset-based lending facility relies on our accounts receivable balance as collateral. This accounts receivable balance is heavily influenced by tariffs, global freight prices, international trade and other global events. Our ability to collect on these accounts receivables may further impact our ability to borrow under our current agreement. In the event that our accounts receivable balance decreases, we may face limited opportunities to borrow on our line of credit.

Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we or our customers operate, can materially adversely affect our business and financial statements. Previously, the imposition of significant tariffs and increased trade tension between the United States and China greatly impacted domestic industries’ access to foreign markets. President-elect Donald Trump has indicated that he intends to impose tariffs, including a 60% tariff on goods imported from China and a 20% on all other U.S. imports, which could result in a trade war. Similar trade restrictions in the future may have a material adverse effect on our business and financial statements.

More specifically, legislative, or regulatory actions related to climate change may have a material adverse effect on us by increasing our Logistics’Logistics' business fuel costs and reducing fuel efficiency and could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades. Any of these factors could impair our operating efficiency and productivity and result in higher operating costs. In addition, revenues could decrease if we are unable to meet regulatory or customer sustainability requirements. Furthermore, over the past several years, new rules relating to the disclosure of a range of climate-related risks have been proposed and/or adopted by certain authorities,authorities. includingAlthough federal climate disclosure rules (e.g., the SECSEC’s final rule) have been abandoned, state-level laws like California’s SB 253 and SB 261 will begin requiring GHG disclosures and climate risk assessments in 2026. International rules such as the stateEU’s ofCorporate California.Sustainability Reporting Directive and Canada’s climate disclosure mandates may also affect the Company directly or through customers and partners. We are currently assessing the applicability of these rules, but at this time we cannot predict the costs of implementation or any potential adverse impacts resulting therefrom, particularly in light of the forthcoming presidential administration. We could ultimately incur increased costs relating to the assessment and disclosure of climate-related risks as a result of these regulatory and legislative actions. These additional costs, changes in operations, or loss of revenues may have a material adverse effect on our business and operations. For example, the motor carriers we contract with are subject to increasingly restrictive laws protecting the environment, including those relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory requirements may have a material adverse effect on operations and increase operating expenses, which in turn could increase our purchased transportation costs. Our customers, our business and operations could be materially adversely affected by these new rules and costs.

Our operations are dependent upon our ability to protect our personnel, offices and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we or a key vendor or other third party experience a local or regional disaster or other business continuity problem, such as an earthquake, fire, flood, hurricane, or other weather event power loss, terrorist attack, pandemic, security breach, power loss, telecommunications failure, software or hardware malfunctions (including disruptions to third-party cloud storage providers) or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, office facilities and the proper functioning of existing, new or upgraded computer systems, telecommunications and other related systems and operations. In events like these, while our operational size and our existing back-up systems provide us with some degree of flexibility, we still can experience near-term operational challenges with regard to particular areas of our operations. We could potentially lose access to key executives and personnel, sensitive data or experience material adverse interruptions to our operations or delivery of services to our customers in a disaster recovery scenario.

In the ordinary course of our Logistics business, we are a defendant in several legal proceedings arising out of the conduct of our Logistics business. These proceedings include third-party claims for property damage or bodily injury incurred in connection with our services. Within our Logistics segment, Expedited Logistics and Freight Services, LLC (“ELFS”), maintains auto liability for commercial trucking claims of up to $6,000,000$8,000,000 per occurrence, and general liability with of up to $6,000,000$8,000,000 per occurrence. Any such third-party claims filed against ELFS could carry potential liabilities in excess of our insurance coverage. We cannot be certain that our current insurance will be sufficient to cover any adverse determinations in such liability claims or lawsuits.

Finally, we face risks associated with the handling of customer inventory. Some of our operating agreements include maintaining the inventory of our customers. Failure to propertyproperly handle such inventory could expose us to monetary claims and expenses, as well as reputational harm to our business.

Carriers can be expected to charge higher prices if market conditions warrant, including as a result of increased costs of fuel, labor shortages, and increased shipping times due to supply chain disruptions. Our adjusted gross profit and income from operations may decrease if we are unable to increase our pricing accordingly. Increased demand for truckload services and pending changes in regulations may reduce available capacity and also lead to increased carrier pricing.

The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of customers like those serviced by our Logistics business, interest rate fluctuations, government shutdowns and other economic factors beyond the control of our Logistics business. DeteriorationIn addition to the tariff-related considerations discussed above, deterioration in the economic environment subjects our Logistics business to various risks that may have a material impact on its operating results and cause it, and, therefore, Janel, to not reach its long-term growth goals, as a result of, for example, the following:

Historically, our Logistics business’s operating results have been subject to seasonal trends when measured on a quarterly basis. Its second fiscal quarter has traditionally been the weakest, and the third and fourth fiscal quarters have traditionally been the strongest. As a result, its quarterly operating results are likely to continue to fluctuate. This trend is dependent on numerous factors, including the markets in which our Logistics business operates, holiday seasons, consumer demand, climate, economic conditions and numerous other factors. This historical seasonality has also been influenced by the growth and diversification of our Logistics business international network and service offerings. A substantial portion of our Logistics business’s revenues is derived from customers in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or are based on just-in-time production schedules. Therefore, our Logistics business’s revenues is,are, to a large degree, affected by factors that are outside of its control. In addition, our Logistics business has several primarily variable expenses that are fixed for a period of time, and it may not be able to adequately adjust them in a period of rapid change in market demand. Our Logistics business historic operating patterns may not continue in future periods as it cannot influence or forecast many of these factors. Comparisons of our operating results from period to period are, therefore, not necessarily meaningful and should not be relied upon as an indicator of future performance.

The biomedical and life sciences industries that we serve are under constant pressurespressure to increase the predictability of or reduce healthcare costs, all of which may materially adversely affect our business and financial results due to our role in the healthcare supply chain.

If suppliers increase the price of critical raw materials or are unwilling or unable to meet Indco’s demand, it may not have alternative sources of supply. In addition, costs of certain critical raw materials have been volatile due to factors beyond Indco’s control. Raw material costs are included in Indco’s contracts with customers, but in some cases Indco is exposed to changes in raw material costs from the time purchase orders are placed to when it purchases the raw materials for production. Changes in business conditions may have a material adverse effect on Indco’s ability to recover rapid increases in raw material costs and may materially adversely affect Indco’s, Indco’s and, therefore, Janel’s,Janel’s results of operations.

A small numberFive of our stockholders control the vote of approximately 75.4%77.6% of the outstanding shares of our common stock as of September 30, 2024,2025, which includes Janel common stock such persons can acquire through the exercise of vested options granted to them. As a result, these stockholders could control the election of our directors and, therefore, have the ability to control the affairs of Janel. Furthermore, one particular investor in the Company has the right to appoint 50% of the members of our Board of Directors.

Our common stock trades on the Pink tier of the OTC marketOTCQX under the symbol “JANL.” The market price of Janel’s common stock has been subject to significant fluctuations. There is an absence of a true market for Janel shares and thus a valid valuation is not readily maintained. This result is caused in part by the concentrated holdings of Janel, which has led to abnormal price volatility. Such fluctuations as well as economic conditions generally may adversely affect the market price of Janel’s common stock.

Our certificate of incorporation authorizes our Board of Directors to issue shares of preferred stock and to determine the price and other terms for those shares without the approval of our stockholders. As of September 30, 2024,2025, for example, we had 11,368 shares of Series C Cumulative Preferred Stock outstanding.outstanding held by Oaxaca Group LLC. Any such preferred stock we may issue in the future could rank ahead of our common stock with respect to certain rights or obligations, including in terms of dividends and liquidation rights.

Our common stock is quoted in the over-the-counter market on the Pink tier of the OTC marketOTCQX and, to the extent the market price of our common stock falls below $5.00 per share, may be subject to the low-priced security or so-called “penny stock” rules that impose additional sales practice requirements on broker-dealers who sell such securities. For any transaction involving a penny stock, the rules require, among other things, the delivery, prior to the transaction, of a disclosure schedule required by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the customer’s account. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, to the extent we are subject to the penny stock rules, such rules may affect the ability of broker-dealers to trade our securities. As a result, characterization as a “penny stock” can discourage investor interest in and limit the marketability of our common stock.

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;profits, allocating Janel’s capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent. Management at the Janel holding company level focuses on significant capital allocation decisionsdecisions, corporate governance and corporatesupporting governance.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-pricedreasonably priced companies with strong and capable management teams, attractive existing business economics and stable andstable, predictable earnings power.

On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, a non-asset-based freight forwarder and customs broker.broker, which we include in our Logistics segment. At closing, the Company purchased 80% of the outstanding stock of Airschott. The Company also agreed to purchase the remaining 20% of Airschott stock in three years from the closing date, subject to certain closing conditions.

As of each of September 30, 20232024 and September 30, 2024,2025, the Company owned 1,108,000 shares, or approximately 46.6%, of the common stock of Rubicon. Rubicon Technology, Inc. (“Rubicon”). Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. The purpose of our investment in Rubicon was for Janel to acquire a significant ownership interest in Rubicon, together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss carry-forward assets. Refer to Note 20 – Subsequent Events for additional information regarding the investment.

Consolidated revenues for the year ended September 30, 20242025 were $183,184,$207,443, or 1.8%13.2% lowerhigher than fiscal 2023.2024. Revenues decreasedincreased primarily due to lowerour freightLife pricesSciences in ourand Logistics segment asbusiness a result of lower freight demand relative to improved global transportation capacity.segments. Income from operations for fiscal 20242025 was $3,758$6,434 compared to income from operations of $2,599$3,758 for fiscal 2023,2024, an increase of $1,159, largely$2,676, as a result of increased profits acrossfrom allthe ofLogistics our operating segments.segment. Adjusted operating income for fiscal 20242025 increased to $10,546 as compared to $6,720 versus $5,353 in the prior fiscal year primarily due to an overall increase in profits at our business segments.Logistics segment.

The Company’s net income for the year ended September 30, 20242025 totaled $551$5,657 or $0.45$4.69 per diluted share, compared to net income of $723$551 or $0.60$0.45 per diluted share for the year ended September 30, 2023.2024. The decreaseincrease in net income was largely due to an increase in the fair value of mandatorily redeemable non-controlling interest and higher income tax expense, partially offset by higher profits infrom our business segments.Logistics segment and non-cash gains from marketable securities.

Total revenues in fiscal 20242025 were $159,958$183,823 as compared to $166,052$159,958 in fiscal 2023,2024, aan decreaseincrease of $6,09414.9% or 3.7%.$23,865. Revenues decreasedprimarily primarilyincreased due to lowerhigher freight pricesrates, the inclusion of acquired revenue from acquisitions of $13,434 and higher demand as acustomers result of lower freight demand relative to improved global transportation capacity. Lower pricesprepared for ocean,anticipated airtariff and trucking services led to a decrease in both gross revenues and forwarding expenses.increases. Compared to fiscal 2023,2024, our volume in fiscal 2024,2025, as measured in ocean freight by twenty-foot equivalent units, fellincreased 4%,20%, while air freight volume as measured by metric tons fellincreased 5%8% and customs entries increased 5%.2%. Organic revenue growth, which represents revenues growth excluding revenues from acquisitions within the preceding 12 months, decreasedincreased in fiscal 20242025 by 7.3%.6.5%.

Gross profit in fiscal 20242025 was $42,457,$49,063, an increase of $343,$6,606, or 0.8%,15.6%, as compared to $42,114 $42,457 in fiscal 2023.2024. Gross profit as a percentage of revenue increasedremained torelatively 26.5%constant compared to 25.4% for the prior fiscal year, primarily due to lower freight prices.2024. The increase of $343 was the result of $1,562 in gross profit in 2025 was due to increases in organic growth of $3,090 and revenue of $3,015 from anfiscal acquisition,2025 partiallyacquisitions. offset by a decrease inOrganic gross profit fromgrowth increased the remainder of the Logistics segment.7.3%.

Income from operations increased to $10,383 in fiscal 2025 compared to $5,400 in fiscal 2024 compared to $4,804 in fiscal 2023.2024. Income from operations increased as a result of normalizationrevenue in the market, lower personnel expense, insurance costs,growth and the additionalinclusion profitof revenue from anacquisitions acquisition.combined Operatingwith marginlower personnel costs. Income from operations as a percentage of gross profit was 21.2% in fiscal 2025 compared to 12.7% in fiscal 2024 compared to 11.4% in fiscal 2023,2024, largely due to higherbusiness grossgrowth, profits.acquisitions and cost reductions.

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 toto, academic, non-profit and commercial customers.

Total revenues were $14,126 in fiscal 2025 compared with $13,154 in fiscal 2024 compared with $11,059 in fiscal 2023.2024. Revenues increased 18.9% 7.4% or $2,095$972, of which $373 was acquired. Revenues primarily relatedincreased due to increased higher product demand and current year acquisitions. Organic growth, which represents revenuesrevenue growth excluding revenues from acquisitions within the preceding 12 months, increased in fiscal 20242025 by 15.6%.4.6%.

Gross profit was $10,516$10,865 and $8,683$10,516 for fiscal years 20242025 and 2023,2024, respectively, representing a year-over-year increase of $1,833.$349. In the fiscal years ended September 30, 20242025 and 2023, 2024, the Life Sciences segment had a gross profit margin of 79.9%76.9% and 78.5%,79.9%, respectively. The increasedecrease in gross profit margin resulted from anhigher improvementcost recognized upon sale of acquired inventory, increased component costs and changes in product mix.

Selling, general and administrative expenses for the Life Sciences segment were $7,216$8,402 and $6,149$7,216 for fiscal years 20242025 and 2023,2024, respectively. The year-over-year increase was due to additional expenses from acquired businesses.businesses and an earnout accrual related to an acquisition payment. As a percentage of revenue, selling, general and administrative expenses were 54.9%59.5% and 55.6%54.9% for fiscal 20242025 and fiscal 2023,2024, respectively.

The Life Sciences business earned $3,300$2,463 and $2,534$3,300 in income from operations for fiscal 20242025 and 2023,2024, respectively. The increasedecrease in operating income was primarily due to increased product demandcosts from cost recognized upon sale of acquired inventory, an earnout accrual and incrementalintegration revenueexpenses fromrelated acquisitions.to an acquisition. As a result of these factors, income from operations as a percentage of revenue increaseddecreased from 22.9% in fiscal year 2023 to 25.1% in fiscal year 2024.2024 to 17.4% in fiscal year 2025.

Total revenues were $9,494 in fiscal 2025 compared with $10,072 in fiscal 20242024, compareda with $9,338 in fiscal 2023, an increasedecrease of 7.9%.5.7%. The increasedecrease in revenues was largely reflectedreflective anof increasea decrease in both manufacturing and plastic agitator volume in the business.

Gross profit was $5,411$5,065 and $4,875$5,411 for fiscal years 20242025 and 2023,2024, respectively. The year-over-year increasedecrease in gross profit reflected anboth increasea decrease in overall sales volume.volume and a negative product mix variance. Gross profit margin for the Manufacturing segment during fiscal 20242025 was 53.7%,53.3%, as compared to 52.2%,53.7%, in fiscal 2023.2024. The increasedecrease in gross profit margin was generally due to the increasedecrease in sales volume and economiesa ofnegative scale.product mix variance.

Selling, general and administrative expenses for the Manufacturing segment were $3,129$3,253 and $2,978$3,129 for fiscal years 20242025 and 2023,2024, respectively, an increase of $151,$124, or 5.1%.4.0%. As a percentage of gross revenues, selling, general and administrative expenses were 31.1%34.3% and 31.9%31.1% for fiscal 20242025 and fiscal 2023,2024, respectively. This decreaseincrease in selling, general and administrative expenses as a percentage of gross revenues was the result of a decrease in our leverage over overhead expenses due to higherlower volumes and revenues.

Income from operations for fiscal 20242025 was $2,282$1,812 compared to $1,897$2,282 in fiscal 2023,2024, representing a 20.3%20.6% increasedecrease compared to the prior fiscal year and consistent with the increase decrease in revenues and gross margin, combined with a proportionally lowerslight increase in selling, general and administrative expenses.

Below is a reconciliation of income from operating segments to net (loss)income available to common stockholders:

Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, increased by $588$999 to $7,224,$8,223, or 8.9%,13.8%, in fiscal 2024 2025 as compared to $7,224 in fiscal 2023.2024. The increase was primarily due to higher stock-basedacquisition-related compensation expense and amortization expense.expenses. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.

Interest expense for the consolidated company increaseddecreased $320,by $245, or 16.0%,10.6%, to $2,073 in fiscal 2025 from $2,318 in fiscal 2024 from $1,998 in fiscal 2023.2024. The increasedecrease was primarily due to a higherlower average debt outstanding and higher interest rates.outstanding.

Income Tax Benefit (Expense)

On a consolidated basis, the Company recorded an income tax expense of $543$1,222 in fiscal 2024,2025, as compared to an income tax benefitexpense of $198$543 in fiscal 2023.2024. The increase in income tax expense was primarily due to an increase in pretax income.

Preferred stock dividends include the Company’s Series C Stock dividends accrued or paid. For the fiscal years ended September 30, 20242025 and 2023,2024, preferred stock dividends were $328 $384 and $284,$328, respectively. Preferred stock dividends for fiscal 20242025 increased by $44, or 15.5%, compareddue to fiscal 2023. The increase in preferred stock dividends was the result of thean increase in the dividend rate to 7% as of the SeriesSeptember C30, Stock2025 byfrom 1%6% onat JanuarySeptember 1,30, 2024. SuchThe dividend rate is set to increase annually on each January 1 thereafter for three years to a maximum rate of 9%. The dividend rate of the Series C Stock as of each of September 30, 2024 and September 30, 2023 was 6% and 5%, respectively. Dividends accrued on the Company’s Series C Stock were $2,271$1,649 and $2,029$2,271 as of September 30, 20242025 and 2023,2024, respectively.

Net income was $5,657, or $4.69 per diluted share, for fiscal 2025 and $551, or $0.45 per diluted share, for fiscal 2024 and $723, or $0.60 per diluted share, for fiscal year 2023.2024. The decreaseincrease in net income was primarily due to a change in fair value of an earnout, higher stock-based compensation and higher income tax expense, partially offset by higher profits in our operating segments.segments and non-cash gains from marketable securities.

Net income available to common stockholders was $5,030 or $4.17 per diluted share for fiscal 2025 and $223 or $0.18 per diluted share for fiscal 2024 and $439 or $0.36 per diluted share for fiscal 2023.2024. The decreaseincrease in net income available to common stockholders was due to the change in net income discussed above and partially offset by higher preferred stock dividends.

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 or expense. The billings of such advances to customers are accounted for as a direct increase in accounts receivable from the customer and a corresponding increase in accounts payable to governmental customs authorities. These “pass through” billings can influence our traditional credit collection metrics. For customers that meet certain criteria, we have agreed to extend payment terms beyond our customary terms. Management believes that it has established effective credit control procedures and has historically experienced relatively insignificant collection problems.

As of September 30, 2024, 2025, and compared with the prior fiscal year, the Company’s cash and cash equivalents (including restricted cash) increased by $371, or 15.1%,$8,958 to $2,832$12,040 from $2,461 $3,082 as of September 30, 2023. 2024. During the fiscal year ended September 30, 2024, 2025, Janel’s net working capital deficiency (current assets less current liabilities) increased by $5,855,$6,482, from ($19,549$25,348) at September 30, 2024 to ($31,830) at September 30, 2023 to ($25,404) at September 30, 2024. 2025.

Net cash provided by operating activities for fiscal years 20242025 and 20232024 was $6,832$43,066 and $11,388,$6,831, respectively. The decreaseincrease in cash provided by operations for the year ended September 30, 20242025 was driven principally by reducedincreased net income, unrealized loss on marketable securities,income and the timing of cash collections for accounts receivables and cash payments for payables primarily in our Logistics segment for the year ended September 30, 2024.2025.

Net cash used in investing activities, mainly for the acquisition of subsidiaries, was $15,207 for fiscal 2025 and $5,636 for fiscal 2024 and $6,500 for fiscal 2023.2024. Net cash used in investing activities for fiscal 20242025 related to twothree acquisitions;: one in our Life Sciences segment and onetwo in our Logistics segment. Additionally, $1,374 of cash was used to repurchase outstanding shares of Indco from two minority shareholders. The fiscal 20232024 net cash used in investing activities related to the two acquisitions in our Life Sciences segment and earnout payments to the former owners of ELFS. The Company also used $1,003$590 for the acquisition of property and equipment for the year ended September 30, 20242025 compared to $360$1,003 for the year ended September 30, 2023.2024.

Net cash used in financing activities was $18,901 for fiscal 2025 and $574 for fiscal 2024 and $9,018 for fiscal 2023.2024. Net cash used in financing activities in fiscal 20242025 primarily cameresulted from repayments on our termrevolving loanlines asof wellcredit as repayment on ourand subordinated promissory note,notes, partially offset by borrowings from our term line of credit.loan. Net cash used in financing activities in fiscal year 20232024 primarily included repayment of our term loan and line of credit.

TheOn wholly-ownedNovember subsidiaries1, that comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with2024, the Company asentered ain guarantor,an have a Loan and Security Agreement (as amended, the “Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) with respectAmendment to a revolving line of credit facility (the “Santander Facility”). The Santander Loan Agreement providesallowing for the following:maximum (i)borrowings on the maximumSantander revolving facility amount availableFacility of $35,000$35,000. (Borrowings are limited to 90% of the Janel Group Borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement); (ii) the LIBOR basis on which interest under the Santander Loan AgreementAgreement. was calculated under certain circumstances was changed to the Secured Overnight Financing Rate (“SOFR”) and interest on the Santander FacilityInterest accrues at an annual rate equal to the one-month SOFR plus 2.75%;2.35%. (iii) a one-time increase from $1,000 to $3,000 in theThe amount the Company wasis permitted to distribute to holders of the Company’s Series C Preferred Stock if specified conditions areis met; and (iv) the amount of indebtedness of the Company’s Antibodies Incorporated subsidiary that the Company was permitted to guaranty was increased from $2,920 to $5,000.$1,000.

On FebruaryApril 29,25, 2016,2023, Indco and certain other Subsidiaries of the Company that are part of the Life Science and Manufacturing segment (together with Indco, the “Borrowers” and each, a “Borrower”) entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants Bank (“First Merchants”).

On April 25, 2023, Indco and certain other Subsidiaries of the Company that are part of the Life Science and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with First Merchants. The Credit Agreement constitutes an amendment and restatement of the Prior First Merchants Credit Agreement. The credit facilities provided under the Credit Agreement (the “First Merchants Credit Facilities”) consist of a $3,000 revolving loan (limited to the borrowing base and reserves), a $5,000 acquisition loan, a $6,905 Term A loan and a $620 Term B loan as a continuation of the mortgage loan under the Prior First Merchants Credit Agreement. Interest accrues on the outstanding revolving loan, Term A loan and acquisition loan at an annual rate equal to one-month adjusted term SOFR plus either (i) 2.75% (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75:1.00) or (ii) 3.50% (if the Borrowers’ total funded debt to EBITDA ratio is greater than to 1.75:1.00). Interest accrues on the Term B loan at an annual rate ofequal 4.19%.to the Term A loan. The Borrowers’ obligations under the First Merchants Credit FacilitiesAgreement are secured by all of the Borrowers’ real property and other assets, and are guaranteed by the the Company, and the Company’s guarantee of the Borrowers’ obligations is secured by a pledge of the Company’s equity interests in certain of the Borrowers. The revolving loanline portionof willcredit expireexpires on AugustNovember 1,22, 2027, the Term A loan portion will mature on April 25, 2033, the Term B loan portion will mature on July 1, 20252029 and the acquisition loan will permit multiple draws until October 25, 2024, at which point the outstanding principal amount will amortize, with all remaining amounts due at maturityline of thecredit acquisition loanexpires on AprilNovember 25,22, 2029; each of the foregoing maturities, subject to earlier termination as provided in the Credit Agreement and unless renewed or extended.2026.

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 sixnine months ended MarchJune 31,30, 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.

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.

On June 4, 2025, the Company completed a business combination in which it acquired 80% of the outstanding stock of Biosensis, aan biotechAustralian companydeveloper inand Australia focused on accelerating the developmentmanufacturer of newantibodies drugsand cell culture media for brainresearch diseases,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.

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 sixnine months ended MarchJune 31,30, 2026.

Results of Operations – Janel Corporation – Three and SixNine Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

Consolidated revenues for the three months ended MarchJune 31,30, 2026 were $57,444,$67,512, which was $6,713,$18,367, or 13.2%,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 sixnine months ended MarchJune 31,30, 2026 were $113,483,$180,995, which was $11,398,$29,765, or 11.2%,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 sixnine months ended MarchJune 31,30, 2026 was primarily due to the inclusion of revenue from acquired businesses.businesses and higher revenue at the Logistics segment.

Income from operations for the three months ended MarchJune 31,30, 2026 was $1,545$3,641 compared with $2,170$1,931 in the prior year period. Income from operations for the sixnine months ended MarchJune 31,30, 2026 was $2,523$6,164 compared with $3,379$5,310 in the prior year period. The decreaseincrease in income from operations for both the three and sixnine months ended MarchJune 31,30, 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 excluding Rubicon and higher acquisition-related expenses in the Corporate segment, partially offset by higher income from operations at the Logistics segment.

Net income attributable to Janel Corporation for the three months ended MarchJune 31,30, 2026 totaled $717$2,097 compared to $1,440$887 for the three months ended March 31,June 30, 2025. Net income attributable to Janel Corporation for the sixnine months ended MarchJune 31,30, 2026 totaled $1,136$3,233 compared to $2,099$2,986 for the sixnine months ended March 31,June 30, 2025. The decreaseincrease in net income attributable to Janel Corporation for both the three and sixnine months ended MarchJune 31,30, 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 excludingas Rubicon as described above,above and higher acquisition-related expenses in the Corporate segment, and the inclusion of the Rubicon non-controlling interest as discussed in Footnote 2 - Acquisitions and Investments, partially offset by higher income from operations at the Logistics segment.

Adjusted operating income for the three months ended MarchJune 31,30, 2026 decreased increased to $2,593$5,199 from $3,014$2,770 in the prior year period. Adjusted operating income for the sixnine months ended MarchJune 31,30, 2026 decreasedincreased to $4,621$9,820 from $5,055 $7,825 in the prior year period. The decreaseincrease in adjusted operating income for both the three and six months ended MarchJune 31,30, 2026 resulted primarily from lowerhigher 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 operationshigher adjusted operating income at the Logistics segment, partially offset by lower adjusted operating income at the Life Sciences and Manufacturing segments excluding Rubicon as described above and higher acquisition-related expenses in the Corporate segment, partially offset by higher income from operations at the Logistics segment.

Results of Operations – Logistics – Three and SixNine Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

Total revenues for the three months ended MarchJune 31,30, 2026 were $51,484$61,081 as compared to $44,044$43,231 for the three months ended MarchJune 31,30, 2025, an increase of $7,440,$17,850, or 16.9%.41.3%. Acquisitions added $7,579 to consolidated revenue for the three months ended June 30, 2026. Total revenues for the sixnine months ended MarchJune 31,30, 2026 were $102,313$163,394 as compared to $90,130$133,361 for the sixnine months ended MarchJune 31,30, 2025, an increase of $12,183,$30,033, or 13.5%.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 business,businesses, higher freight raterates and higherincreased demand as customers navigate tariff policy changes.

Gross profit for the three months ended MarchJune 31,30, 2026 was $14,379,$17,108, an increase of $2,523,$5,136, or 21.3%,42.9%, as compared to $11,856$11,972 for the three months ended MarchJune 31,30, 2025. Acquisitions added $1,311$1,875 to gross profit for the three months ended MarchJune 31,30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 10.2%27.2% in the three months ended MarchJune 31,30, 2026 versus the prior year period. Gross profit margin as a percentage of revenues increased to 27.9%28.0% for the three months ended MarchJune 31,30, 2026, compared to 26.9%27.7% for the prior year period.

Gross profit for the sixnine months ended MarchJune 31,30, 2026 was $28,779, $45,887, an increase of $5,545,$10,681, or 23.9%,30.3%, as compared to $23,234$35,206 for the sixnine months ended MarchJune 31,30, 2025. Acquisitions added $2,848$4,723 to gross profit for the six nine months ended MarchJune 31,30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 11.6%16.9% in the sixnine months ended March 31,June 30, 2026 compared to the prior year period. Gross profit margin increased to 28.1% compared to 25.8%26.4% in the prior year period, primarily due to improved net revenue per shipment,shipment and favorable service mix, and customer pricing increases that exceeded corresponding increases in forwarding and carrier expenses.mix.

Selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 were $10,913,$11,603 as compared to $9,524$9,434 for the three months ended MarchJune 31,30, 2025. This increase of $1,389,$2,169, or 14.6%,23.0%, was mainly due to theprior Interlog and RW Smithyear acquisitions. Selling, general and administrative expenses as a percentage of revenue were 21.2%19.0% and 21.6%21.8% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue was due to aoperating reductionleverage infrom variousstronger expenses,organic including personnel costs.growth.

Selling, general and administrative expenses for the sixnine months ended MarchJune 31,30, 2026 were $21,891,$33,494 as compared to $18,892$28,327 for the sixnine months ended MarchJune 31,30, 2025. This increase of $2,999,$5,167, or 15.9%,18.2% , was mainly due to theprior Interlogyear and RW Smith acquisitions, partially offset by a reduction in various expenses, including personnel costs.acquisitions. Selling, general and administrative expenses as a percentage of revenues were 21.4%20.5% and 21.0%21.2% of revenues for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. The increasedecrease in selling, general and administrative expenses as a percentage of revenues for the six-monthnine-month period was mainlyprimarily dueattributable to the inclusion of personnel expenses at acquired businesses as well as increases in variousimproved operating expenses.leverage from stronger organic growth.

Income from operations increased to $3,466$5,505 for the three months ended MarchJune 31,30, 2026,2026 as compared to income from operations of $2,332$2,538 for the three months ended MarchJune 31,30, 2025, an increase of $1,134,$2,967, or 48.6%.116.9%. Operating margin as a percentage of gross profit for the three months ended MarchJune 31,30, 2026 was 24.1%32.2% compared to 19.7%21.2% in the prior year period.

Income from operations increased to $6,888$12,393 for the sixnine months ended MarchJune 31,30, 2026,2026 as compared to $4,342$6,879 for the sixnine months ended MarchJune 31,30, 2025, an increase of $2,546,$5,514, or 58.6%.80.2%. Operating margin as a percentage of gross profit for the sixnine months ended MarchJune 31,30, 2026 was 23.9%27.0% compared to 18.7%19.5% in the prior year period. The increase in operating margin for the three- and six-monthnine-month periods was theprimarily resultattributable ofto anorganic increasegrowth in gross profit due to increased demand and aoperating reduction in various expenses, including personnel costs.leverage.

Results of Operations – Life Sciences – Three and SixNine Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

Total revenues were $3,401$3,858 and $4,166$3,490 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, reflecting aan decreaseincrease of $765,$368, or 18.4%,10.5%, primarily due to decreasedthe marketinclusion drivenof demandrevenues andfrom acquisitions totaling $700, partially offset by timing of orders and lower demand from larger commercial customers.

Total revenues were $6,805$10,663 and $7,149$10,639 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, reflecting aan decreaseincrease of $344,$24, or 4.8%,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 was $2,779$3,016 and $3,370$2,866 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, aan decreaseincrease of $591,$150, or 17.5%.5.2%. During the three months ended MarchJune 31,30, 2026 and 2025, gross profit margin was 81.7%78.2% and 80.9%,82.1%, respectively,respectively. primarilyGross profit margin decreased due to favorablenon-cash productexpenses mix.from acquired inventory.

Gross profit was $5,603$8,619 and $5,903$8,769 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $300,$150, or 5.1%.1.7%. During the sixnine months ended MarchJune 31,30, 2026 and 2025, gross profit margin was 82.3%80.8% and 82.6%,82.4%, respectively. Gross profit margin decreased slightly asdue favorableto productnon-cash mixexpenses changesfrom wasacquired offset by higher input costs.inventory.

Selling, general and administrative expenses for the Life Sciences segment were $2,306$2,478 and $1,918$2,062 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Selling, general and administrative expenses were $4,792$7,270 and $3,917$5,979 for the sixnine months ended MarchJune 31,30, 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 for the three months ended MarchJune 31,30, 2026 and 2025 was $473$538 and $1,452,$804, respectively, a decrease of $979,$266, or 67.4%.33.1%. Income from operations for the sixnine months ended MarchJune 31,30, 2026 and 2025 was $811$1,349 and $1,986,$2,790, respectively, a decrease of $1,175,$1,441, or 59.2%.51.6%. Both periods were negatively impacted by decreaseshigher innon-cash salesexpenses volumefrom acquired inventory, timing of orders and increasedlower operatingdemand expenses.from larger commercial customers.

Results of Operations - Manufacturing – Three and SixNine Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

The sixnine months ended MarchJune 31,30, 2025 include only Indco operations, while the sixnine months ended MarchJune 31,30, 2026 amounts include Rubicon balances from October 14, 2025 (the date of majority ownership) through MarchJune 31,30, 2026. See Note 2,2 - "Acquisitions and Investments,Investments", to our condensed consolidated financial statements.

Total revenues were $2,559$2,573 and $2,521$2,424 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $38,$149, or 1.5%.6.1%. Total revenues were $4,365$6,938 and $4,806$7,230 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $441,$292, or 9.2%.4.0%. The increase in total revenues for the three months ended MarchJune 31,30, 2026 was primarily a result of the inclusion of Rubicon in the Manufacturing segment. The decrease in total revenues for the sixnine months ended MarchJune 31,30, 2026 was largely reflective of the lower sales volume recorded in the first threequarter monthsof the fiscal year at Indco.

Gross profit was $1,410$1,361 and $1,345$1,272 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $65,$89, or 4.8%,7.0%, primarily due to increasedthe manufacturedinclusion productof salesRubicon fromrevenues Indco.in the Manufacturing segment. Gross profit margin for the three months ended MarchJune 31,30, 2026 and 2025 was 55.1%52.9% and 53.4%,52.5%, respectively. Gross profit was $2,303$3,664 and $2,576$3,848 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $273,$184, or 10.6%,4.8%, predominantly as a result of a negative product mix variance and a decrease in sales volume.volume at Indco. Gross profit margin for the sixnine months ended MarchJune 31,30, 2026 and 2025 was 52.8% and 53.6%,53.2%, respectively.

Selling, general and administrative expenses were $841$897 and $802$764 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $39,$133, or 4.9%. 17.4%. Selling, general and administrative expenses were $1,773$2,670 and $1,743$2,507 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $30,$163, or 1.7%.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 was $569$464 for the three months ended MarchJune 31,30, 2026 compared to $543$508 for the three months ended MarchJune 31,30, 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 4.8%25.9% increase, primarily due to inclusion of Rubicon Worldwide revenue. Income from operations was $530 for the six months ended March 31, 2026 compared to $833 for the six months ended March 31, 2025, representing a 36.4% decrease from the prior year period, primarily due to increased selling, general, and administrative expenses and decreased revenues. revenues at Indco.

Results of Operations – Corporate and Other – Three and SixNine Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

Total Corporate expenses, which include amortization of intangible assets, stock-based compensation - Corporatecompensation, and merger and acquisition expenses, increased by $806,$947, or 37.4%,49.3%, to $2,963$2,866 for the three months ended MarchJune 31, 30, 2026 as compared to $2,157$1,919 for the three months ended MarchJune 31,30, 2025. Total Corporate expenses increased by $1,924,$2,872, or 50.9%,50.4%, to $5,706$8,572 for the sixnine months ended MarchJune 31,30, 2026 as compared to $3,782$5,700 for the sixnine months ended MarchJune 31,30, 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 for the consolidated company decreasedincreased $150,$110, or 26.8%,24.9%, to $410$552 for the three months ended MarchJune 31,30, 2026 from $560$442 for the three months ended MarchJune 31,30, 2025. The increase was primarily due to higher average debt balances from acquisitions. Interest expense for the consolidated companyCompany decreased by $511,$401, or 41.7%,24.0%, to $715$1,267 for the sixnine months ended MarchJune 31,30, 2026 from $1,226$1,668 for the sixnine months ended MarchJune 31,30, 2025. The decrease was primarily due to lower average revolving debt balances andearlier lowerin interestthe rates.fiscal year.

For the sixnine months ended MarchJune 31,30, 2026, we recognized a gain of $849 in connection with the acquisition of Rubicon on October 14, 2025. See Note 2,2 - "Acquisitions and Investments,Investments", of the Notes to ourthe condensed consolidatedUnaudited financialCondensed statements.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) Income,, Net

Other income (expense) income,, net decreasedincreased $179, or 73.1%,$237, to $66$80 for the three months ended MarchJune 31,30, 2026 due to the absence of the prior-year unrealized gainloss on marketable securities from Rubicon, as Rubicon was consolidated in October of 2026 2025 following its acquisition. Other income (expense) income,, net decreased $870, or 155.6%, $633, to $(311231) for the sixnine months ended MarchJune 31,30, 20262026, 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.

On a consolidated basis, the Company recorded an income tax expense of $202$626 for the three months ended MarchJune 31,30, 2026, as compared to an income tax expense of $415$445 for the three months ended MarchJune 31,30, 2025. The decrease in expense was primarily due to a decrease in net income before taxes. On a consolidated basis, the Company recorded an income tax expense of $647$1,273 for the sixnine months ended MarchJune 31,30, 2026, as compared to an income tax expense of $613$1,058 for the sixnine months ended MarchJune 31,30, 2025. The increase in expense in both periods was primarily due to changesan increase in thenet compositionincome ofbefore the tax provision.taxes.

Consolidated net income was $999,$2,543, or $0.83$2.09 per diluted share, for the three months ended MarchJune 31,30, 2026 compared to consolidated net income of $1,440,$887, or $1.19$0.74 per diluted share, for the three months ended MarchJune 31,30, 2025. Consolidated net income was $1,699,$4,242, or $1.40$3.49 per diluted share, for the sixnine months ended MarchJune 31,30, 2026 compared to consolidated net income of $2,099,$2,986, or $1.74$2.48 per diluted share, for the sixnine months ended MarchJune 31,30, 2025. The decreaseincrease in Consolidatedconsolidated net income for the three and sixnine months ended MarchJune 31,30, 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 excluding Rubicon and higher amortization, bank refinancing fees, and professional service expenses in the Corporate segment, partially offset by higher income from operations at the Logistics segment.

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 MarchJune 31,30, 2026 and 2025, preferred stock dividends were $112$114 and $108, $77, respectively. For the sixnine months ended MarchJune 31,30, 2026 and 2025, preferred stock dividends were $212$326 and $194,$271, respectively.

Net income available to holders of Common Stock was $605,$1,983, or $0.50$1.63 per diluted share, for the three months ended March 31,June 30, 2026 compared to net income available to holders of Common Stock of $1,332,$810, or $1.10$0.67 per diluted share, for the three months ended March 31,June 30, 2025. Net income available to holders of Common Stock was $924,$2,907, or $0.76$2.39 per diluted share, for the sixnine months ended MarchJune 31,30, 2026 compared to net income available to holders of Common Stock of $1,662,$2,472, or $1.38$2.05 per diluted share, for the sixnine months ended MarchJune 31,30, 2025. The decreaseincrease in net income available to holders of Common Stock for the three and six nine months ended MarchJune 31,30, 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 FootnoteNote 2 - "Acquisitions and Investments, lower income from operations at the Life Sciences and Manufacturing segments excluding Rubicon and higher professional service expenses in the Corporate segment, partially offset by higher income from operations at the Logistics segment.Investments".

Our cash flow performance for secondthird fiscal quarter of fiscal year 2026 is not necessarily indicative of future cash flow performance.

Net cash provided by (used in) operating activities was $(9,696)$20,134 for the six nine months ended MarchJune 31, 30, 2026, versus $7,067 operating activities$17,632 for the sixnine months ended MarchJune 31,30, 2025. The decreaseincrease in cash provided by operations for the sixnine months ended MarchJune 30, 31, 2026 compared to the prior year period was primarily due to the changestariff refunds payable collected in timinglate June of duty collections and payments2026 within our Logistics segment which segment.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.

Net cash provided by (used in) investing activities totaled $(933)$11,073 for the six nine months ended MarchJune 31,30, 2026, versus $(635)$3,290 for the six nine months ended MarchJune 31,30, 2025. The change in net cash used in investing activities was primarily due to the purchaseBioPorto ofasset the remaining 20% of the outstanding common stock of Biosensis.acquisition.

Net cash provided by (used in) financing activities was $7,374$12,596 for the sixnine months ended MarchJune 31,30, 2026, versus $(5,15912,323) for the sixnine months ended MarchJune 31,30, 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 acquisition loanrevolving credit facility into the term loan, dividends paid to preferred stockholders, earnout payments, and dividendsredemption paidof tosubsidiary non-controlling interest.stock.

As of MarchJune 31,30, 2026, we had no off-balance sheet arrangements or obligations.