JANEL CORP
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
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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.
Dec 31, 2024 · Filed Feb 7, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0001140361-24-035574
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-07.
0001140361-25-003593
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 92 previous paragraphs and 87 current paragraphs.
41 unchanged; 17 reworded; 27 added; 32 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 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 (27)
Current report
Our Business Segments
Current report
The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists. Our Life Sciences segment also produces products for other life sciences companies on an original equipment manufacturer (OEM) basis.
Current report
Investment in Marketable Securitiesat fair value
Current report
Consolidated revenues for the three months ended December 31, 2024 were $51,354, which was $10,319 or 25.1% higher than the prior year period. Revenues over this period increased primarily due to the inclusion of revenues from Airschott, which was acquired in June 2024.
Current report
Income from operations for the three months ended December 31, 2024 was $1,209 compared with $1,002 in the prior year period. The increase for the three months ended December 31, 2024 resulted from the inclusion of Airschott gross profit.
Current report
Net income for the three months ended December 31, 2024 totaled $659, or $0.55 per diluted share, compared to net income of $276, or $0.23 per diluted share, for the three months ended December 31, 2023. The increase in net income was largely due to greater income from operations in our Logistics segment and a non-cash mark-to-market increase of our equity investment.
Current report
Adjusted operating income for the three months ended December 31, 2024 was $2,041, an increase of $347, compared to $1,694 in the prior year period. The increase for the three months ended December 31, 2024 resulted primarily from an increase in income from operations in our Logistics segment, partially offset by decreases in income from operations in our Life Sciences and Manufacturing segments.
Current report
Total revenues for the three months ended December 31, 2024 was $46,086 as compared to $35,215 for the three months ended December 31, 2023, an increase of $10,871 or 30.9%. Revenues increased primarily due to the inclusion of Airschott revenues, as well as increased freight rates.
Current report
Gross profit for the three months ended December 31, 2024 was $11,378, an increase of $1,377, or 13.8%, as compared to $10,001 for the three months ended December 31, 2023. The inclusion of Airschott, added $1,160 in gross profit. The gross profit organic growth percentage was 2.2% for the three months ended December 31, 2024. Gross profit margin decreased to 24.7% for the three months ended December 31, 2024, compared to 28.4% for the prior year period.
Current report
Selling, general and administrative expenses for the three months ended December 31, 2024 were $9,368, as compared to $8,865 for the three months ended December 31, 2023. This increase of $503, or 5.7%, was mainly due to the inclusion of Airschott personnel expenses.
Current report
Income from operations increased by $874 to $2,010 for the three months ended December 31, 2024, as compared to income from operations of $1,136 for the three months ended December 31, 2023. Income from operations increased as a result of improved margins at Airschott. Income from operations as a percentage of gross profit for the three months ended December 31, 2024 was 17.7% compared to 11.4% in the prior year period, largely due to higher revenues.
Current report
Total revenues was $2,983 and $3,481 for the three months ended December 31, 2024 and 2023, respectively, reflecting a decrease of $498 or 14.3% compared to the prior year period primarily due to the timing of orders. Organic growth decreased 15.5% excluding acquired revenues of $40, due to the timing of orders.
Current report
Gross profit was $2,533 and $2,875 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $342, or 11.9%. During the three months ended December 31, 2024 and 2023, gross profit margin was 84.9% and 82.6%, respectively, as cost recognized upon sale of acquired inventory declined slightly and product mix improved due to contributions from past acquisitions.
Current report
Selling, general and administrative expenses for the Life Sciences segment were $1,999 and $1,750 for the three months ended December 31, 2024 and 2023, respectively. The period-over-period increase was largely due to investments to support growth.
Current report
Income from operations for the three months ended December 31, 2024 and 2023 was $534 and $1,125, respectively, a decrease of $591 or 52.5%, primarily due to the timing of orders.
Current report
Total revenues was $2,285 and $2,339 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $54 or 2.3%. The decrease in revenues for the three months ended December 31, 2024 primarily reflected an increase in discounts on manufactured products based on customers' volume purchases.
Current report
Gross profit was $1,231 and $1,269 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $38. Gross profit margin for the three months ended December 31, 2024 and 2023 was 53.9% and 54.3%, respectively. The period-over-period decrease in gross profit margin was primarily due to a decrease in sales volume combined with a product mix variance.
Current report
Selling, general and administrative expenses were $941 and $784 for the three months ended December 31, 2024 and 2023, respectively, an increase of $157, or 20.0%. The increase was primarily due to bonuses expensed during the quarter relating to the refinancing of the First Merchants Credit Facilities.
Current report
Income from operations was $290 for the three months ended December 31, 2024 compared to $485 for the three months ended December 31, 2023, representing a 40.2% decrease from the prior year period, primarily due to an increase in selling, general and administrative expenses.
Current report
Non-Controlling Interest Dividends
Current report
Non-controlling interest dividends include the dividends accrued and paid to the non-controlling interest of Indco (the “Non-controlling interest dividends”). For the three months ended December 31, 2024, non-controlling interest dividends were $243.
Current report
Net Income
Current report
Net income was $659, or $0.55 per diluted share, for the three months ended December 31, 2024 compared to net income of $276, or $0.23 per diluted share, for the three months ended December 31, 2023. The increase in net income was largely due to higher profits in our Logistics segment and a non-cash mark-to-market increase of an equity investment.
Current report
Income Available to Common Stockholders
Current report
Income available to holders of Common Stock was $330, or $0.28 per diluted share, for the three months ended December 31, 2024 compared to income available to holders of Common Stock of $204, or $0.17 per diluted share, for the three months ended December 31, 2023. The increase in net income available to common stockholders is due to an increase net income, partially offset by an increase in preferred stock dividends.
Current report
Net cash used in investing activities totaled $324 for the three months ended December 31, 2024, versus $53 used in investing activities for the three months ended December 31, 2023. The change in net cash used in investing activities was primarily due to purchase price adjustments relating to payments made on liabilities existing prior to the date of acquisition.
Current report
Net cash provided by financing activities was $252 for the three months ended December 31, 2024, versus net cash used in financing activities of $3,835 for the three months ended December 31, 2023. Net cash provided by financing activities for the three months ended December 31, 2024 included the conversion and extinguishment of the acquisition loan into the term loan and proceeds from the line of credit, partially offset by repayment of subordinate promissory notes, dividends paid to preferred stockholders, and dividends paid to non-controlling interest.
Removed paragraphs (32)
Previous report
On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we include in our Life Sciences segment.
Previous report
Investment in Marketable Securities - Rubicon
Previous report
Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. The purpose of our investment in Rubicon is 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. Although we are optimistic about our investment in Rubicon, our investment involves risks and uncertainties that are beyond our control.
Previous report
Consolidated revenues for the three months ended June 30, 2024 were $46,724, which was $4,167 or 9.8% higher than the prior year period. Consolidated revenues for the nine months ended June 30, 2024 were $129,881, whichwas $15,098 or 10.4% lower than the prior year period. Revenues increased for the three months ended June 30, 2024 primarily due to a recent increase in freight rates and increased project business in the quarter. Revenues decreased for the nine months ended June 30, 2024 primarily due to a reduction in transportation rates over prior year as lower freight demand aligned more closely with global transportation capacity.
Previous report
Income from operations for the three months ended June 30, 2024 was $1,178 compared with $187 in the prior year period. Income from operations for the nine months ended June 30, 2024 was $2,760 compared with $2,471 in the prior year period. The increase for both the three and nine months ended June 30, 2024 resulted from greater revenues in the applicable recently completed period from product demand at Manufacturing as well asproduct mix improvements at Life Sciences.
Previous report
Net loss for the three months ended June 30, 2024 totaled$191 or ($0.16) per diluted share, compared to net loss of $430 or ($0.36) per diluted share for the three months ended June 30, 2023. Net income for the nine months ended June 30, 2024 totaled $304 or $0.25 per diluted share, compared to net income of $148 or $0.12 per diluted share for the nine months ended June 30, 2023. Thechange in net income (loss) for the three and nine months ended June 30, 2024 was largely due to greater revenues in the applicable recently completed period from product demand at Manufacturing, and product mix improvements at Life Sciences, which was partially offset by afair value adjustment to the mandatorily redeemable non-controlling interest.
Previous report
Adjusted operating income for the three months ended June 30, 2024 increased to $1,897 versus $876 in the prior year period. Adjusted operating income for the nine months ended June 30, 2024 increased to $4,873 versus $4,569 in the prior year period. The increase for the three months ended June 30, 2024 was primarily the result of higher revenues and profits across all segments. The increase for the nine months ended June 30, 2024 related to higher revenues and profits in the Life Sciences and Manufacturing segments.
Previous report
Total revenues for the three months ended June 30, 2024 was $40,677 as compared to $37,484 for the three months ended June 30, 2023, an increase of $3,193, or 8.5%. Total revenues for the nine months ended June 30, 2024 was $111,991 as compared to $129,162 for the nine months ended June 30, 2023, a decrease of $17,171 or 13.3%. Revenues increased for the three months ended June 30, 2024 primarily due to a recent increase in freight rates and increased project business during the quarter. Revenues decreased for the nine months ended June 30, 2024 primarily due to a reduction in transportation rates over the prior year period as lower freight demand aligned more closely with global transportation capacity. Organic growth for the three months ended June 30, 2024 was similar to the overall growth in the prior year period as the acquisition of Airschott on June 5, 2024 did not contribute a material amount to the quarter.
Previous report
Gross profit for the three months ended June 30, 2024 was$10,952, an increase of $709, or 6.9%, as compared to $10,243 for the three months ended June 30, 2023. Gross profit margin asa percentage of revenues decreased to 26.9% for the three months ended June 30, 2024, compared to 27.3% for the prior year period, primarily due to the impact of increased rate prices on forwarding expenses.
Previous report
Gross profit for the nine months ended June 30, 2024 was $30,759, a decrease of $1,064, or 3.3%, as compared to $31,823 for the nine months ended June 30, 2023. Gross profit margin as a percentage ofrevenue increased to 27.5% compared to 24.6% for the prior year period, primarily due to the impact of lower freight prices on forwarding expenses.
Previous report
Selling, general and administrative expenses for the three months ended June 30, 2024 were $9,444, as compared to $9,629 for the three months ended June 30, 2023. This decrease of $185, or 1.9%, wasmainly due to decreases across several selling, general and administrative categories, largely offset by an increase in bad debt expense. Selling, general and administrative expenses as a percentage of revenue were 23.2% and 25.7% for the three months ended June 30, 2024 and 2023, respectively. Thedecrease in selling, general and administrative expenses as a percentage of revenue was due to the reduction in costs combined with the increase in revenues.
Previous report
Selling, general and administrative expenses for the nine months ended June 30, 2024 were $27,186, as compared to $27,891 for the nine months ended June 30, 2023. This decrease of $705, or 2.5%, was mainly due to a reduction in various costs including insurance claims and premiums. Selling, general and administrative expenses as a percentage of revenues were 24.3% and 21.6% of revenues for the nine months ended June 30, 2024 and 2023, respectively. The increase in selling, general and administrative expenses as a percentage of revenues for the nine-month period was due to the decrease in revenues for the period.
Previous report
Income from operations increased to $1,508 for the three months ended June 30, 2024, as compared to income from operations of $614 for the three months ended June 30, 2023, an increase of $894, or 145.6%. Operating margin as a percentage of gross profit for the three months ended June 30, 2024 was 13.8% compared to 6.0% in the prior year period. These increases were the result of anincrease in revenues and a decrease inselling, general and administrative expenses.
Previous report
Income from operations decreased to $3,573 for the nine months ended June 30, 2024, as compared to $3,932 for the nine months ended June 30, 2023, a decrease of $359, or 9.1%. Operating margin as a percentage of gross profit for the nine months ended June 30, 2024 was 11.6% compared to 12.4% in the prior year. These decreases were a result oflower transportation demands.
Previous report
Total revenues were $3,208 and $2,811 for the three months ended June 30, 2024 and 2023, respectively, reflectingan increase of$397, or 14.1%, compared to the prior year period, primarily due to increased sales of research and diagnostic reagents to commercial customers. Organic growth excluding acquisition revenue increased $324, or 11.5%.
Previous report
Total revenues were $10,213 and $8,717 for the nine months ended June 30, 2024 and 2023, respectively, reflecting an increase of $1,496, or 17.2%, compared to the prior year period, primarily due to increased sales of research and diagnostic reagents to commercial customers. Organic growth excluding acquisition revenue increased $1,209, or 13.9%.
Previous report
Gross profitwas $2,599 and $2,236 for the three months ended June 30, 2024 and 2023, respectively, an increase of $363, or 16.2%. During the three months ended June 30, 2024 and 2023, gross profit marginwas 81.0% and 79.5%, respectively, with higher margins primarily due to product mix improvement.
Previous report
Gross profitwas $8,148 and $6,787 for the nine months ended June 30, 2024 and 2023, respectively, an increase of $1,361 or 20.1%. In the nine months ended June 30, 2024 and 2023, gross profit margin was 79.8% and 77.9%, respectively. Gross profit margin increased primarily due to product mix improvement.
Previous report
Selling, general and administrative expenses for the Life Sciences segment were $1,812 and $1,512 for the three months ended June 30, 2024 and 2023, respectively. Selling, general and administrative expenses were $5,307 and $4,592 for the nine months ended June 30, 2024 and 2023, respectively. The year-over-year increases for both periods were largely due to additional expenses from acquired businesses and increased expenses supporting organic growth.
Previous report
Income from operations for the three months ended June 30, 2024 and 2023 was $787 and $724, respectively, an increase of $63, or 8.7%. Income from operations for the nine months ended June 30, 2024 and 2023 was$2,841 and $2,195, respectively, anincrease of$646, or 29.4%. Both the three-month and nine-month periods were impactedby higher sales of research and diagnostic reagents and product mix improvements.
Previous report
The Company’s Manufacturing segment reflects its majority-owned Indco subsidiary, which manufactures and distributes industrial mixing equipment.
Previous report
Total revenues were $2,839 and $2,262 for the three months ended June 30, 2024 and 2023, respectively, an increase of $577, or 25.5%. Total revenues were $7,677 and $7,100 for the nine months ended June 30, 2024 and 2023, respectively, an increase of $577, or 8.1%. Theincrease in revenues for the three and nine months ended June 30, 2024 reflected an increase in certain sales categories within the business.
Previous report
Gross profitwas $1,540 and $1,180 for the three months ended June 30, 2024 and 2023, respectively, an increase of $360, or 30.5%. Gross profit margin for the three months ended June 30, 2024 and 2023 was 54.2% and 52.2%, respectively. Gross profit was$4,152 and $3,715 for the nine months ended June 30, 2024 and 2023, respectively, an increase of $437, or 11.8%. Gross profit margin for the nine months ended June 30, 2024 and 2023 was 54.1% and 52.3%, respectively. The year-over-year increase in gross profit margin in both periods was generally due to the increase in both sales volume and sales mix of business.
Previous report
Selling, general andadministrative expenses were $793 and $717 for the three months ended June 30, 2024 and 2023, respectively, an increase of $76, or 10.6%. Selling, general andadministrative expenses were $2,364 and $2,267 for the nine months ended June 30, 2024 and 2023, respectively, an increase of $97, or 4.3%. The modest increase in expenses in both periods was reflective of the overall increase in sales volume, the mix of sales and general economic cost increases.
Previous report
Income from operationswas $747 for the three months ended June 30, 2024 compared to $463 for the three months ended June 30, 2023, representing a 61.3% increase from the prior year period dueto increases in sales of certain product categories versus the prior year period combined with effective selling, general and administrative cost management. Income from operationswas $1,788 for the nine months ended June 30, 2024 compared to $1,448 for the nine months ended June 30, 2023, representing a 23.5% increase from the prior year period as a result of increased revenues and effective selling, general and administrative cost management.
Previous report
Net Income (Loss)
Previous report
Net loss was$191, or ($0.16) per diluted share, for the three months ended June 30, 2024 compared to net loss of $430 or ($0.36) per diluted share, for the three months ended June 30, 2023. The change in net loss for the three months ended June 30, 2024 was largely due to stronger revenues and profits across all segments.
Previous report
Net incomewas $304, or 0.25 per diluted share, for the nine months ended June 30, 2024 compared to net income of $148, or $0.12 per diluted share, for the nine months ended June 30, 2023. Theincrease in net income for the nine months ended June 30, 2024 was largely due to stronger revenues and profits in the Life Sciences and Manufacturing segments.
Previous report
Net Income (Loss) Available to Common Stockholders
Previous report
Net loss available to holders of Common Stockwas $276, or ($0.23) per diluted share, for the three months ended June 30, 2024 compared to net loss available to holders of Common Stock of $500, or ($0.42) per diluted share, for the three months ended June 30, 2023. Net income available to holders of Common Stockwas $62, or $0.05 per diluted share, for the nine months ended June 30, 2024 compared to net loss available to holders of Common Stock of $64, or ($0.05) per diluted share, for the nine months ended June 30, 2023. The decrease in net loss available to common stockholders for the three months ended June 30, 2024 was the result of an increase in income across all segments. The increase in net income available to common stockholders for the nine months ended June 30, 2024 was also the result of an increase in income across all segments.
Previous report
Net cash used in investing activities totaled $5,193 for the nine months ended June 30, 2024, versus $6,361 for the nine months ended June 30, 2023. We used $3,795 for the acquisition of two businesses, $740 in earnout payments to the former owners of ELFS and IBS, and $658 for the acquisition of property and equipmentfor the nine months ended June 30, 2024, compared to $4,401 for the acquisition of two businesses, $1,693 in earnout payment to the former owners of ELFS, and $267 for the acquisition of property and equipment for the nine months ended June 30, 2023.
Previous report
Net cash provided by financing activities was $318 for the nine months ended June 30, 2024, versus net cash used in financing activities of $8,513 for the nine months ended June 30, 2023. Net cash provided in financing activities for the nine months ended June 30, 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 nine months ended June 30, 2023 primarily included repayment of funds from our lines of credit and repayment of term loans.
Reworded paragraphs (17)
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 and nine months ended June 30, 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.
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 months ended December 31, 2024, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Amounts presented in this section are in thousands, except share and per share data.
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 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.
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 rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; instability in the financial markets; changes or developments in U.S. laws or policies; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; the level of our insurance coverage, including related to product and other liability risks; our compliance with applicable privacy, security and dat…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
The Company’s Logistics segment is comprised of several wholly-owned subsidiaries. The Logistics segment is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges.
Current wording
The Company’s Logistics segment is comprised of several subsidiaries. The Logistics segment is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges.
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 nine months ended June 30, 2024.
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 6, 2024. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies during the three months ended December 31, 2024.
Previous wording
Our non-GAAP financial measure of organic growth represents revenue growth excluding revenues from acquisitions within the preceding 12 months. The organic growth presentation provides useful period-to-period comparison of revenue results as it excludes revenues from acquisitions that would not be included in the comparable prior period.
Current wording
Our non-GAAP financial measure of organic growth represents revenues and gross profit excluding those from acquisitions within the preceding 12 months. The organic growth presentation provides useful period-to-period comparison of revenues as it excludes revenues from acquisitions that would not be included in the comparable prior period.
Previous wording
In addition, although other companies may report measures titled organic growth, adjusted operating income or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider organic growth and adjusted operating income alongside other financial performance measures, including total revenues, operating income and our other financial results presented in accordance with U.S. GAAP.
Current wording
In addition, although other companies in ourindustries may report measures titled organic growth, adjusted operating income or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider organic growth and adjusted operating income alongside other financial performance measures, including total revenues, operating income and our other financial results presented in accordance with U.S. GAAP.
Previous wording
Results of Operations – Janel Corporation - Three and Nine Months Ended June 30, 2024 and 2023
Current wording
Results of Operations – Janel Corporation – Three Months Ended December 31, 2024 and 2023
Previous wording
Results of Operations – Logistics – Three and Nine Months Ended June 30, 2024 and 2023
Current wording
Results of Operations – Logistics – Three Months Ended December 31, 2024 and 2023
Previous wording
Results of Operations – Life Sciences – Three and Nine Months Ended June 30, 2024 and 2023
Current wording
Results of Operations – Life Sciences – Three Months Ended December 31, 2024 and 2023
Previous wording
The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes antibodies, research and diagnostic reagents, and provides custom services, for academic, non-profit and commercial customers.
Current wording
The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes antibodies as well as research and diagnostic reagents for, and provides custom services to academic, non-profit and commercial customers.
Previous wording
Results of Operations - Manufacturing – Three and Nine Months Ended June 30, 2024 and 2023
Current wording
Results of Operations - Manufacturing – Three Months Ended December 31, 2024 and 2023
Previous wording
Results of Operations – Corporate and Other – Three and Nine Months Ended June 30, 2024 and 2023
Current wording
Results of Operations – Corporate and Other – Three Months Ended December 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 $210, or 20.4%, to $1,238 in the three months ended June 30, 2024 as compared to $1,028 for the three months ended June 30, 2023. Total Corporate expenses increased by $267, or 8.0%, to$3,593 for the nine months ended June 30, 2024 as compared to $3,326 for the nine months ended June 30, 2023. Theincrease in both periods was due primarily to higher stock-based compensation related to more issuances of stock options, higher legal-related professional expense, 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.
Current wording
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, decreased by $119, or 6.8%, to $1,625 in the three months ended December 31, 2024 as compared to $1,744 for the three months ended December 31, 2023. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.
Previous wording
Interest expense for the consolidated company increased $61, or 11.6%, to $589 for the three months ended June 30, 2024 from $528 for the three months ended June 30, 2023. Interest expense for the consolidated company increased by $187, or 12.7%, to $1,663 for the nine months ended June 30, 2024 from $1,476 for the nine months ended June 30, 2023. Theincrease in both periods was primarily due to higher interest rates partially offset by lower average debt balances.
Current wording
Interest expense for the consolidated company increased $142, or 27.1%, to $666 for the three months ended December 31, 2024 from $524 for the three months ended December 31, 2023. The increase was primarily due to higher interest rates partially offset by lower average debt balances.
Previous wording
On a consolidated basis, the Company recorded an income tax expenseof $343 for the three months ended June 30, 2024, as compared to an income tax benefit of $181 for the three months ended June 30, 2023. On a consolidated basis, the Company recorded an income tax expenseof $412 for the nine months ended June 30, 2024, as compared to an income tax expense of $68 for the nine months ended June 30, 2023.
Current wording
On a consolidated basis, the Company recorded an income tax expense of $198 for the three months ended December 31, 2024, as compared to an income tax expense of $192 for the three months ended December 31, 2023. The increase in expense was primarily due to an increase in income from operations.
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 the three months ended June 30, 2024 and 2023, preferred stock dividends were $85 and $70, respectively, representingan increase of $15, or 21.4%. For the nine months ended June 30, 2024 and 2023, preferred stock dividends were $242 and $212, respectively, representing an increase of $30, or 14.2%. 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 June 30, 2024 and September 30, 2023 was 6% and 5%, respectively.
Current wording
Preferred stock dividends include any dividends accrued on the Company’s Series C Cumulative Preferred Stock (the “Series C Preferred Stock”). For the three months ended December 31, 2024 and 2023, preferred stock dividends were $86 and $72, respectively.
Previous wording
Net cash provided by operating activities was $6,354 for the nine months ended June 30, 2024, versus $11,056 provided by operating activities for the nine months ended June 30, 2023. The decrease in cash provided by operations for the nine months ended June 30, 2024 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 $1,754 for the three months ended December 31, 2024, versus $3,006 provided by operating activities for the three months ended December 31, 2023. The decrease in cash provided by operations for the three months ended December 31, 2024 compared to the prior year period was primarilydue to a decrease in net income adjusted by non-cash items of $676 and a decrease in net working capital of $576.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Our Logistics business helps its clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability. Key services include freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges.
Current report — wording carried from elsewhere
The Company’s Manufacturing segment manufactures and distributes mixing equipment and apparatuses for specific applications within various industries. The customer base is comprised of small- to mid-sized businesses as well as other larger customers for which they fulfill repetitive production orders.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our Logistics business helps its clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability. Key services include arrangement of freight forwarding by air, ocean and ground, customs entry filing, warehousing, cargo insurance procurement, logistics planning, product repackaging and online shipment tracking.
Previous report — wording carried elsewhere
The Company’s Life Sciences segment manufactures and distributes antibodies, research and diagnostic reagents, and provides custom services, for academic, non-profit and commercial customers.