JANEL CORP
For the period ended Mar 31, 2024. Filed May 3, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 3, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-02.
0001140361-24-005372
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-03.
0001140361-24-024369
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 92 current paragraphs.
51 unchanged; 27 reworded; 14 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
On February 1, 2024, the Company completed a business combination whereby it acquired all of the outstanding stock of ViraQuest Inc., which we include in our Life Sciences segment.
Current report
Net income for the three months ended March 31, 2024 totaled $219 or $0.18 per diluted share, compared to net income of $218 or $0.18 per diluted share for the three months ended March 31, 2023. Net income for the six months ended March 31, 2024 totaled $495 or $0.41 per diluted share, compared to net income of $578 or $0.48 per diluted share for the six months ended March 31, 2023. The decline in net income for the six months ended March 31, 2024 was largely due to lower profits (primarily in our Logistics segment) and higher interest expense.
Current report
Gross profit for the three months ended March 31, 2024 was $9,806, a decrease of $241, or 2.4%, as compared to $10,047 for the three months ended March 31, 2023. Gross profit margin as a percentage of revenues increased to 27.2% for the three months ended March 31, 2024, compared to 25.2% for the prior year period. While revenues were down primarily due to a reduction in transportation rates, our gross profit margin was not negatively impacted given our pricing model.
Current report
Gross profit for the six months ended March 31, 2024 was $19,807, a decrease of $1,773, or 8.2%, as compared to $21,580 for the six months ended March 31, 2023. Gross profit margin as a percentage of revenue increased to 27.8% compared to 23.5% for the prior year period. While revenues were down primarily due to a reduction in transportation rates, our gross profit margin was not negatively impacted given our pricing model.
Current report
Selling, general and administrative expenses for the six months ended March 31, 2024 were $17,742, as compared to $18,262 for the six months ended March 31, 2023. This decrease of $520, or 2.8%, was mainly due to lower professional service fees during the period. Selling, general and administrative expenses as a percentage of revenue were 24.9% and 19.9% of revenue for the six months ended March 31, 2024 and 2023, respectively. The increase in selling, general and administrative expenses as a percentage of revenues largely reflected the decrease in transportation rates.
Current report
Income from operations decreased to $2,065 for the six months ended March 31, 2024, as compared to $3,318 for the six months ended March 31, 2023, a decrease of $1,253, or 37.8%. Income from operations decreased during the six months ended March 31, 2024 as a result of lower transportation demand. Our operating margin as a percentage of gross profit for the six months ended March 31, 2024 was 10.4% compared to 15.4% in the prior year period largely due to lower income from operations.
Current report
Total revenues were $3,524 and $3,068 for the three months ended March 31, 2024 and 2023, respectively, reflecting an increase of $456, or 14.9%, compared to the prior year period due to increased OEM sales. Organic revenues excluding acquisition revenue increased $328, or 10.7%.
Current report
Total revenues were $7,005 and $5,906 for the six months ended March 31, 2024 and 2023, respectively, reflecting an increase of $1,099, or 18.6%, compared to the prior year period due to increased OEM sales. Organic revenues excluding acquisition revenue increased $884, or 15.0%.
Current report
Gross profit was $2,674 and $2,441 for the three months ended March 31, 2024 and 2023, respectively, an increase of $233, or 9.5%. During the three months ended March 31, 2024 and 2023, gross profit margin was 75.9% and 79.6%, respectively, as cost of sales increased.
Current report
Gross profit was $5,549 and $4,551 for the six months ended March 31, 2024 and 2023, respectively, an increase of $998 or 21.9%. In the six months ended March 31, 2024 and 2023, gross profit margin was 79.2% and 77.1%, respectively. Gross profit margin increased as product mix improvements yielded higher margins.
Current report
Income from operations for the three months ended March 31, 2024 and 2023 was $929 and $871, respectively, an increase of $58, or 6.7%. Income from operations for the six months ended March 31, 2024 and 2023 was $2,054 and $1,471, respectively, an increase of $583, or 39.6%. Both the three-month and six-month periods were impacted by greater OEM demand and product mix improvements.
Current report
Selling, general and administrative expenses were consistent for the three and six months ended March 31, 2024 when compared to March 31, 2023. Selling, general and administrative expenses for the three months ended March 31, 2024 and 2023 were $787 and $776, respectively. Selling, general and administrative expenses for the six months ended March 31, 2024 and 2023 were $1,571 and $1,550, respectively.
Current report
Income from operations was $556 for the three months ended March 31, 2024 compared to $485 for the three months ended March 31, 2023, representing a 14.6% increase from the prior year period due to increases in sales of certain product lines versus the prior year period. Income from operations was $1,041 for the six months ended March 31, 2024 compared to $985 for the six months ended March 31, 2023, representing a 5.7% increase from the prior year period as a result of a decrease in cost of sales.
Current report
Net income was $219, or $0.18 per diluted share, for the three months ended March 31, 2024 compared to net income of $218 or $0.18 per diluted share, for the three months ended March 31, 2023. The flat net income for the three months ended March 31, 2024 compared to March 31, 2023 was largely due to an income tax benefit and an increase in the fair value of our Rubicon investment, offset by lower income from operations and increases in interest expense.
Removed paragraphs (10)
Previous report
Life Sciences
Previous report
Gross profit for the three months ended December 31, 2023 was $10,001, a decrease of $1,532, or 13%, as compared to $11,533 for the three months ended December 31, 2022. Gross margin as a percentage of revenues increased to 28.4% for the three months ended December 31, 2023, compared to 22.3% for the prior year period, as forwarding expenses declined in line with transportation freight rates.
Previous report
Life Sciences – Selected Financial Information:
Previous report
Total revenues were $3,481 and $2,838 for the three months ended December 31, 2023 and 2022, respectively, reflecting an increase of $643 or 23% compared to the prior year period, primarily due to the timing of orders, in particular for diagnostic reagents. Organic growth for the three months ended December 31, 2023 increased $558 or 20% from the prior year period excluding acquired revenues of $85, as diagnostic reagent orders recovered from prior-year inventory adjustments.
Previous report
Gross profit was $2,875 and $2,110 for the three months ended December 31, 2023 and 2022, respectively, an increase of $765 or 36.3%. During the three months ended December 31, 2023 and 2022, gross profit margin was 82.6% and 74.3%, respectively, as cost recognized upon sale of acquired inventory declined slightly and product mix improved due to contributions from past acquisitions.
Previous report
Income from operations for the three months ended December 31, 2023 and 2022 was $1,125 and $600, respectively, an increase of $525 or 87.5%, due to the timing of orders, in particular for diagnostic reagents.
Previous report
Manufacturing – Selected Financial Information:
Previous report
Selling, general and administrative expenses were $784 and $774 for the three months ended December 31, 2023 and 2022, respectively, an increase of $10 or 1%. The modest increase in expenses relative to revenues for the three-month periods reflected the mix of business.
Previous report
Income from operations was $485 for the three months ended December 31, 2023 compared to $500 for the three months ended December 31, 2022, representing a 3% decrease from the prior year period as a result of the factors set forth above.
Previous report
Net income was $276, or $0.23 per diluted share, for the three months ended December 31, 2023 compared to net income of $360, or $0.30 per diluted share, for the three months ended December 31, 2022. The decline in net income was largely due to lower profits in our business segments, higher interest expenses, a non-cash charge resulting from a change to the ELFS earnout liability and fair value adjustment to the mandatorily redeemable non-controlling interest, offset by a non-cash mark-to-market write-down of an equity investment.
Reworded paragraphs (27)
Previous wording
The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes thereto as of and for the three months ended December 31, 2023, 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.
Current wording
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 six months ended March 31, 2024, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Amounts presented in this section are in thousands, except share and per share data.
Previous wording
This Quarterly Report on Form 10-Q (the “Report”) contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including, but not limited to, those set forth elsewhere in this Report, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, our strategy of expanding our business through acquisitions of other businesses; we may be required to record a significant charge to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or that we spend resources exploring acquisitions that are not consummated; risks associated with litigation, including contingent auto liability and insurance coverage, and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our ability to utilize anticipated tax benefits; the impact of rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; changes or developments in U.S. laws or policies; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; the impact of evolving corporate governance and public disclosure regulation; 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; …
Excerpt shortened here; the source contains the full paragraph.
Current wording
This Quarterly Report on Form 10-Q (the “Report”) contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that reflect management’s current expectations with respect to our operations, performance, financial condition, and other developments. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including, but not limited to, those set forth elsewhere in this Report, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, our strategy of expanding our business through acquisitions of other businesses; we may be required to record a significant charge to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or that we spend resources exploring acquisitions that are not consummated; risks associated with litigation, including contingent auto liability and insurance coverage, and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our acquired companies and subsidiaries’ ability to utilize anticipated tax benefits; the impact of inflation and rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; economic and other conditions in the markets in which we operate; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; instability in the financial markets; changes or developments in U.S. laws or policies; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; the impact of increases in shipping costs, long lead times, supply shortages and supply changes; competition from parties who sell their businesses to us and from professional…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”). Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represented 45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. On October 4, 2023, Rubicon announced that it had authorized a cash dividend of $1.10 per share of common stock of Rubicon and set October 16, 2023 as the record date for the distribution. On October 23, 2023, the Company received $1,219 in dividends. The Company owned approximately 46.6% of Rubicon’s issued and outstanding shares of common stock as of each of December 31, 2023 and September 30, 2023.
Current wording
On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”). Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represent 45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. The Company owned approximately 46.6% of Rubicon’s issued and outstanding shares of common stock as of March 31, 2024 and September 30, 2023.
Previous wording
Our senior management has reviewed the critical accounting policies and estimates with the audit committee of our board of directors. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K filed with the SEC on December 8, 2023. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies during the three months ended December 31, 2023.
Current wording
Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our board of directors. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K filed with the SEC on December 8, 2023. 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 six months ended March 31, 2024.
Previous wording
Results of Operations – Janel Corporation – Three Months Ended December 31, 2023 and 2022
Current wording
Results of Operations – Janel Corporation - Three and Six Months Ended March 31, 2024 and 2023
Previous wording
Consolidated revenues for the three months ended December 31, 2023 were $41,035, which was $16,009 or 28% lower than the prior year period. Revenues over this period decreased primarily due to lower freight prices in our Logistics segment as lower freight demand aligned more closely with global transportation capacity.
Current wording
Consolidated revenues for the three months ended March 31, 2024 were $42,122, which was $3,256 or 7.1% lower than the prior year period. Consolidated revenues for the six months ended March 31, 2024 were $83,157, which was $19,265 or 18.8% lower than the prior year period. Revenues for both the three and six months ended March 31, 2024 decreased primarily due to lower freight prices in our Logistics segment as a result of lower freight demand aligned more closely with global transportation capacity.
Previous wording
Income from operations for the three months ended December 31, 2023 was $1,002 compared with $1,380 in the prior year period. The decrease for the three months ended December 31, 2023 resulted from lower profits primarily in our Logistics segment.
Current wording
Income from operations for the three months ended March 31, 2024 was $580 compared with $904 in the prior year period. Income from operations for the six months ended March 31, 2024 was $1,582 compared with $2,284 in the prior year period. The decrease for both the three and six months ended March 31, 2024 resulted from lower profits primarily in our Logistics segment.
Previous wording
Adjusted operating income for the three months ended December 31, 2023 was $1,694, a decrease of $363 versus $2,057 in the prior year period. The decrease for the three months ended December 31, 2023 resulted primarily from a decline in profits in our Logistics segment partially offset by an increase in profits at our Life Sciences business.
Current wording
Adjusted operating income for the three months ended March 31, 2024 decreased to $1,282 versus $1,636 in the prior year period. Adjusted operating income for the six months ended March 31, 2024 decreased to $2,976 versus $3,693 in the prior year period. The decrease for both the three and six months ended March 31, 2024 resulted primarily from a decline in profits in our Logistics segment partially offset by an increase in profits at our other businesses.
Previous wording
Results of Operations – Logistics – Three Months Ended December 31, 2023 and 2022
Current wording
Results of Operations – Logistics – Three and Six Months Ended March 31, 2024 and 2023
Previous wording
Total revenues for the three months ended December 31, 2023 were $35,215 as compared to $51,800 for the three months ended December 31, 2022, a decrease of $16,585 or 32%. Revenues decreased primarily due to a reduction in transportation rates as lower freight demand aligned more closely with global transportation capacity.
Current wording
Total revenues for the three months ended March 31, 2024 was $36,099 as compared to $39,878 for the three months ended March 31, 2023, a decrease of $3,779, or 9.5%. Total revenues for the six months ended March 31, 2024 was $71,314 as compared to $91,678 for the six months ended March 31, 2023, a decrease of $20,364 or 22.2%. Revenues decreased for both the three and six months ended March 31, 2024 primarily due to a reduction in transportation rates as lower freight demand aligned more closely with global transportation capacity.
Previous wording
Selling, general and administrative expenses for the three months ended December 31, 2023 were $8,865, as compared to $9,528 for the three months ended December 31, 2022. This decrease of $633, or 7%, was mainly due to lower personnel expenses and a recovery of previously expensed bad debt. As a percentage of revenues, selling, general and administrative expenses were 25.2% and 18.4% of revenues for the three months ended December 31, 2023 and 2022, respectively. The increase in selling, general and administrative expenses as a percentage of revenues largely reflected the decrease in transportation rates and its impact on revenues.
Current wording
Selling, general and administrative expenses for the three months ended March 31, 2024 were $8,877, as compared to $8,734 for the three months ended March 31, 2023. This increase of $143, or 1.6%, was mainly due to higher insurance expenses and bad debt expense. Selling, general and administrative expenses as a percentage of revenue were 24.6% and 21.9% for the three months ended March 31, 2024 and 2023, respectively. The increase in selling, general and administrative expenses as a percentage of revenue largely reflected the reduction in transportation rates.
Previous wording
Income from operations decreased to $1,136 for the three months ended December 31, 2023, as compared to income from operations of $2,005 for the three months ended December 31, 2022, a decrease of $869. Income from operations decreased as a result of lower transportation volume and prices partially offset by lower personnel expense. Operating margin as a percentage of gross profit for the three months ended December 31, 2023 was 11.4% compared to 17.4% in the prior year period, largely due to lower gross profits.
Current wording
Income from operations decreased to $929 for the three months ended March 31, 2024, as compared to income from operations of $1,313 for the three months ended March 31, 2023, a decrease of $384, or 29.2%. Income from operations decreased as a result of lower transportation demand. Operating margin as a percentage of gross profit for the three months ended March 31, 2024 was 9.5% compared to 13.1% in the prior year period due to lower income from operations.
Previous wording
Results of Operations – Life Sciences – Three Months Ended December 31, 2023 and 2022
Current wording
Results of Operations – Life Sciences – Three and Six Months Ended March 31, 2024 and 2023
Previous wording
Selling, general and administrative expenses for the Life Sciences segment were $1,750 and $1,510 for the three months ended December 31, 2023 and 2022, respectively. The year-over-year increase was largely due to personnel expenses and investments to support growth.
Current wording
Selling, general and administrative expenses for the Life Sciences segment were $1,745 and $1,570 for the three months ended March 31, 2024 and 2023, respectively. Selling, general and administrative expenses were $3,495 and $3,080 for the six months ended March 31, 2024 and 2023, respectively. The year-over-year increases for both periods were largely due to additional expenses from acquired businesses.
Previous wording
Results of Operations - Manufacturing – Three Months Ended December 31, 2023 and 2022
Current wording
Results of Operations - Manufacturing – Three and Six Months Ended March 31, 2024 and 2023
Previous wording
Total revenues were $2,339 and $2,406 for the three months ended December 31, 2023 and 2022, respectively, a decrease of $67 or 3%. The decrease in revenues for the three months ended December 31, 2023 primarily reflected a slight decrease in volume across the business offset in part by higher product pricing.
Current wording
Total revenues were $2,499 and $2,432 for the three months ended March 31, 2024 and 2023, respectively, an increase of $67, or 2.8%. Total revenues were $4,838 for each of the six months ended March 31, 2024 and 2023. The increase in revenues for the three months ended March 31, 2024 reflected a slight increase in volume across the business.
Previous wording
Gross profit was $1,269 and $1,274 for the three months ended December 31, 2023 and 2022, respectively, a decrease of $5. Gross profit margin for the three months ended December 31, 2023 and 2022 was 54.3% and 53.0%, respectively. The modest year-over-year increase in gross profit margin was generally due to the mix of business.
Current wording
Gross profit was $1,343 and $1,261 for the three months ended March 31, 2024 and 2023, respectively, an increase of $82, or 6.5%. Gross profit margin for the three months ended March 31, 2024 and 2023 was 53.7% and 51.9%, respectively. Gross profit was $2,612 and $2,535 for the six months ended March 31, 2024 and 2023, respectively, an increase of $77, or 3.0%. Gross profit margin for the six months ended March 31, 2024 and 2023 was 54.0% and 52.4%, respectively. The modest year-over-year increase in gross profit margin in both periods was generally due to the mix of business.
Previous wording
Results of Operations – Corporate and Other – Three Months Ended December 31, 2023 and 2022
Current wording
Results of Operations – Corporate and Other – Three and Six Months Ended March 31, 2024 and 2023
Previous wording
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, increased by $19, or 1%, to $1,744 in the three months ended December 31, 2023 as compared to $1,725 for the three months ended December 31, 2022. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.
Current wording
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, increased by $69, or 3.9%, to $1,834 in the three months ended March 31, 2024 as compared to $1,765 for the three months ended March 31, 2023. Total Corporate expenses increased by $88, or 2.5%, to $3,578 for the six months ended March 31, 2024 as compared to $3,490 for the six months ended March 31, 2023. The increase in both periods was due primarily to higher stock-based compensation related to more issuances of stock options, higher legal-related professional expense, an increase in executive severance costs, and increased merger and acquisition expenses. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.
Previous wording
Interest expense for the consolidated company increased $50 or 11%, to $524 for the three months ended December 31, 2023 from $474 for the three months ended December 31, 2022. The increase was primarily due to higher interest rates partially offset by lower average debt balances.
Current wording
Interest expense for the consolidated company increased $76, or 16.0%, to $550 for the three months ended March 31, 2024 from $474 for the three months ended March 31, 2023. Interest expense for the consolidated company increased by $126, or 13.3%, to $1,074 for the six months ended March 31, 2024 from $948 for the six months ended March 31, 2023. The increase in both periods was primarily due to higher interest rates partially offset by lower average debt balances.
Previous wording
On a consolidated basis, the Company recorded an income tax expense of $192 for the three months ended December 31, 2023, as compared to an income tax expense of $147 for the three months ended December 31, 2022. The increase in income tax expense was primarily due to higher taxable income.
Current wording
On a consolidated basis, the Company recorded an income tax benefit of $123 for the three months ended March 31, 2024, as compared to an income tax expense of $101 for the three months ended March 31, 2023. On a consolidated basis, the Company recorded an income tax expense of $69 for the six months ended March 31, 2024, as compared to an income tax expense of $248 for the six months ended March 31, 2023.
Previous wording
Preferred stock dividends include any dividends accrued but not paid on the Company’s Series C Cumulative Preferred Stock (the “Series C Preferred Stock”). For each of the three months ended December 31, 2023 and 2022, preferred stock dividends were $72.
Current wording
Preferred stock dividends include any dividends accrued but not paid on the Company’s Series C Cumulative Preferred Stock (the “Series C Preferred Stock”). For the three months ended March 31, 2024 and 2023, preferred stock dividends were $85 and $70, respectively, representing an increase of $15, or 21.4%. For the six months ended March 31, 2024 and 2023, preferred stock dividends were $157 and $142, respectively, representing an increase of $15, or 10.6%. The increase in preferred stock dividends in both periods was the result of the increase in the dividend rate of the Series C Stock by 1% on January 1, 2024. Such rate is set 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 each of March 31, 2024 and September 30, 2023 was 6% and 5%, respectively.
Previous wording
Net income for the three months ended December 31, 2023 totaled $276 or $0.23 per diluted share, compared to net income of $360 or $0.30 per diluted share for the three months ended December 31, 2022. The decline in net income was largely due to lower profits primarily in our Logistics segment, higher interest expense and a non-cash mark-to-market write-down of our equity investment.
Current wording
Net income was $495, or $0.41 per diluted share, for the six months ended March 31, 2024 compared to net income of $578, or $0.48 per diluted share, for the six months ended March 31, 2023. The decline in net income for the six months ended March 31, 2024 was largely due to lower profits in our Logistics segment and higher interest expenses.
Previous wording
Income available to holders of common stock was $204, or $0.17 per diluted share, for the three months ended December 31, 2023 compared to income available to holders of common stock of $288, or $0.24 per diluted share, for the three months ended December 31, 2022. The decrease in net income available to common stockholders reflected lower net income.
Current wording
Income available to holders of Common Stock was $134, or $0.11 per diluted share, for the three months ended March 31, 2024 compared to income available to holders of Common Stock of $148, or $0.12 per diluted share, for the three months ended March 31, 2023. Income available to holders of Common Stock was $338, or $0.28 per diluted share, for the six months ended March 31, 2024 compared to income available to holders of Common Stock of $436, or $0.36 per diluted share, for the six months ended March 31, 2023. The decrease in net income available to common stockholders for the three months ended March 31, 2024 was the result of an increase in the dividend rate with respect to the Series C Preferred Stock from 5% to 6%. The decrease in net income available to common stockholders for the six months ended March 31, 2024 was the result of lower net income and an increase in the dividend rate with respect to the Series C Preferred Stock from 5% to 6%.
Previous wording
Net cash provided by operating activities was $3,006 for the three months ended December 31, 2023, versus $5,780 for the three months ended December 31, 2022. The decrease in cash provided by operations for the three months ended December 31, 2023 compared to the prior year period was driven principally by a lower net working capital benefit at our Logistics segment.
Current wording
Net cash provided by operating activities was $4,294 for the six months ended March 31, 2024, versus $10,100 provided by operating activities for the six months ended March 31, 2023. The decrease in cash provided by operations for the six months ended March 31, 2024 compared to the prior year period was driven principally by a lower net working capital benefit at our Logistics segment.
Previous wording
Net cash used in investing activities totaled $53 for the three months ended December 31, 2023, versus $2,927 for the three months ended December 31, 2022. We used $53 for the acquisition of property and equipment for the three months ended December 31, 2023, compared to$80 for the acquisition of property and equipment and $2,847 for the acquisition of one business for the three months ended December 31, 2022.
Current wording
Net cash used in investing activities totaled $1,638 for the six months ended March 31, 2024, versus $5,782 for the six months ended March 31, 2023. We used $327 for the acquisition of property and equipment, $571 for the acquisition of one business, and $740 in earnout payments to the former owners of ELFS and IBS for the six months ended March 31, 2024, compared to $178 for the acquisition of property and equipment, $1,693 in earnout payment to the former owners of ELFS and $3,911 for the acquisition of two businesses for the six months ended March 31, 2023.
Previous wording
Net cash used in financing activities was $3,835 for the three months ended December 31, 2023, versus net cash used in financing activities of $5,289 for the three months ended December 31, 2022. Net cash used in financing activities for the three months ended December 31, 2023 included repayment of funds from our lines of credit, repayment of funds from our term loan and repayment of subordinated promissory notes. Net cash used in financing activities for the three months ended December 31, 2022 primarily included repayment of funds from our lines of credit and repayment of term loans.
Current wording
Net cash used in financing activities was $3,086 for the six months ended March 31, 2024, versus net cash used in financing activities of $8,596 for the six months ended March 31, 2023. Net cash used in financing activities for the six months ended March 31, 2024 included repayment of funds from our lines of credit, repayment of funds from our term loan and repayment of subordinated promissory notes. Net cash provided financing activities for the six months ended March 31, 2023 primarily included repayment of funds from our lines of credit and repayment of term loans.