JANEL CORP
For the period ended Mar 31, 2026. Filed May 8, 2026.
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, 2026 · Filed May 8, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-13.
0001140361-26-005114
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001140361-26-020223
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosure about Market RiskThe 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 93 previous paragraphs and 101 current paragraphs.
51 unchanged; 21 reworded; 27 added; 21 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 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
Consolidated revenues for the three months ended March 31, 2026 were $57,444, which was $6,713, or 13.2%, higher than the prior year period. Consolidated revenues for the six months ended March 31, 2026 were $113,483, which was $11,398, or 11.2%, higher than the prior year period. The increase in revenues for both the three and six months ended March 31, 2026 was primarily due to the inclusion of revenue from acquired businesses.
Current report
Net income attributable to Janel Corporation for the three months ended March 31, 2026 totaled $717 compared to $1,440 for the three months ended March 31, 2025. Net income attributable to Janel Corporation for the six months ended March 31, 2026 totaled $1,136 compared to $2,099 for the six months ended March 31, 2025. The decrease in net income attributable to Janel Corporation for both the three and six months ended March 31, 2026 was largely due to lower income from operations at the Life Sciences and Manufacturing segments excluding Rubicon as described above, 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.
Current report
Total revenues for the three months ended March 31, 2026 were $51,484 as compared to $44,044 for the three months ended March 31, 2025, an increase of $7,440, or 16.9%. Total revenues for the six months ended March 31, 2026 were $102,313 as compared to $90,130 for the six months ended March 31, 2025, an increase of $12,183, or 13.5%. Revenues in both periods increased due to the inclusion of revenue from acquired business, higher freight rate and higher demand as customers navigate tariff policy changes.
Current report
Gross profit for the three months ended March 31, 2026 was $14,379, an increase of $2,523, or 21.3%, as compared to $11,856 for the three months ended March 31, 2025. Acquisitions added $1,311 to gross profit for the three months ended March 31, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 10.2% in the three months ended March 31, 2026 versus the prior year period. Gross profit margin as a percentage of revenues increased to 27.9% for the three months ended March 31, 2026, compared to 26.9% for the prior year period.
Current report
Gross profit for the six months ended March 31, 2026 was $28,779, an increase of $5,545, or 23.9%, as compared to $23,234 for the six months ended March 31, 2025. Acquisitions added $2,848 to gross profit for the six months ended March 31, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 11.6% in the six months ended March 31, 2026 compared to the prior year period. Gross profit margin increased to 28.1% compared to 25.8% in the prior year period, primarily due to improved net revenue per shipment, favorable service mix, and customer pricing increases that exceeded corresponding increases in forwarding and carrier expenses.
Current report
Selling, general and administrative expenses for the three months ended March 31, 2026 were $10,913, as compared to $9,524 for the three months ended March 31, 2025. This increase of $1,389, or 14.6%, was mainly due to the Interlog and RW Smith acquisitions. Selling, general and administrative expenses as a percentage of revenue were 21.2% and 21.6% for the three months ended March 31, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue was due to a reduction in various expenses, including personnel costs.
Current report
Selling, general and administrative expenses for the six months ended March 31, 2026 were $21,891, as compared to $18,892 for the six months ended March 31, 2025. This increase of $2,999, or
Current report
15.9%, was mainly due to the Interlog and RW Smith acquisitions, partially offset by a reduction in various expenses, including personnel costs. Selling, general and administrative expenses as a percentage of revenues were 21.4% and 21.0% of revenues for the six months ended March 31, 2026 and 2025, respectively. The increase in selling, general and administrative expenses as a percentage of revenues for the six-month period was mainly due to the inclusion of personnel expenses at acquired businesses as well as increases in various operating expenses.
Current report
Income from operations increased to $3,466 for the three months ended March 31, 2026, as compared to income from operations of $2,332 for the three months ended March 31, 2025, an increase of $1,134, or 48.6%. Operating margin as a percentage of gross profit for the three months ended March 31, 2026 was 24.1% compared to 19.7% in the prior year period.
Current report
Income from operations increased to $6,888 for the six months ended March 31, 2026, as compared to $4,342 for the six months ended March 31, 2025, an increase of $2,546, or 58.6%. Operating margin as a percentage of gross profit for the six months ended March 31, 2026 was 23.9% compared to 18.7% in the prior year period. The increase in operating margin for the three- and six-month periods was the result of an increase in gross profit due to increased demand and a reduction in various expenses, including personnel costs.
Current report
Total revenues were $3,401 and $4,166 for the three months ended March 31, 2026 and 2025, respectively, reflecting a decrease of $765, or 18.4%, primarily due to decreased market driven demand and timing of orders from commercial customers.
Current report
Total revenues were $6,805 and $7,149 for the six months ended March 31, 2026 and 2025, respectively, reflecting a decrease of $344, or 4.8%, primarily due to timing of orders from commercial customers.
Current report
Gross profit was $2,779 and $3,370 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $591, or 17.5%. During the three months ended March 31, 2026 and 2025, gross profit margin was 81.7% and 80.9%, respectively, primarily due to favorable product mix.
Current report
Gross profit was $5,603 and $5,903 for the six months ended March 31, 2026 and 2025, respectively, a decrease of $300, or 5.1%. During the six months ended March 31, 2026 and 2025, gross profit margin was 82.3% and 82.6%, respectively. Gross profit margin decreased slightly as favorable product mix changes was offset by higher input costs.
Current report
Selling, general and administrative expenses for the Life Sciences segment were $2,306 and $1,918 for the three months ended March 31, 2026 and 2025, respectively. Selling, general and administrative expenses were $4,792 and $3,917 for the six months ended March 31, 2026 and 2025, respectively. The year-over-year increases for both periods were largely due to additional expenses from acquired businesses and higher supply costs.
Current report
Income from operations for the three months ended March 31, 2026 and 2025 was $473 and $1,452, respectively, a decrease of $979, or 67.4%. Income from operations for the six months ended March 31, 2026 and 2025 was $811 and $1,986, respectively, a decrease of $1,175, or 59.2%. Both periods were negatively impacted by decreases in sales volume and increased operating expenses.
Current report
Total revenues were $2,559 and $2,521 for the three months ended March 31, 2026 and 2025, respectively, an increase of $38, or 1.5%. Total revenues were $4,365 and $4,806 for the six months ended March 31, 2026 and 2025, respectively, a decrease of $441, or 9.2%. The increase in total revenues for the three months ended March 31, 2026 was primarily a result of the inclusion of Rubicon in the Manufacturing segment. The decrease in total revenues for the six months ended March 31, 2026 was largely reflective of the lower sales volume recorded in the first three months at Indco.
Current report
Gross profit was $1,410 and $1,345 for the three months ended March 31, 2026 and 2025, respectively, an increase of $65, or 4.8%, primarily due to increased manufactured product sales from Indco. Gross profit margin for the three months ended March 31, 2026 and 2025 was 55.1% and 53.4%, respectively. Gross profit was $2,303 and $2,576 for the six months ended March 31, 2026 and 2025, respectively, a decrease of $273, or 10.6%, predominantly as a result of a negative product mix variance and a decrease in sales volume. Gross profit margin for the six months ended March 31, 2026 and 2025 was 52.8% and 53.6%, respectively.
Current report
Selling, general andadministrative expenses were $841 and $802 for the three months ended March 31, 2026 and 2025, respectively, an increase of $39, or 4.9%. Selling, general and administrative expenses were $1,773 and $1,743 for the six months ended March 31, 2026 and 2025, respectively, an increase of $30, or 1.7%. The increase in selling, general, and administrative expenses for both periods was driven by the inclusion of Rubicon in the Manufacturing segment.
Current report
Income from operationswas $569 for the three months ended March 31, 2026 compared to $543 for the three months ended March 31, 2025, representing a 4.8% 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.
Current report
Total Corporate expenses, which include amortization of intangible assets, stock-based compensation - Corporate and merger and acquisition expenses, increased by $806, or 37.4%, to $2,963 for the three months ended March 31, 2026 as compared to $2,157 for the three months ended March 31, 2025. Total Corporate expenses increased by $1,924, or 50.9%, to $5,706 for the six months ended March 31, 2026 as compared to $3,782 for the six months ended March 31, 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.
Current report
Gain on Consolidation of Acquisition
Current report
For the six months ended March 31, 2026, we recognized a gain of $849 in connection with the acquisition of Rubicon on October 14, 2025. See Note 2, Acquisitions and Investments, to our condensed consolidated financial statements.
Current report
Consolidated net income was $999, or $0.83 per diluted share, for the three months ended March 31, 2026 compared to consolidated net income of $1,440, or $1.19 per diluted share, for the three months ended March 31, 2025. Consolidated net income was $1,699, or $1.40 per diluted share, for the six months ended March 31, 2026 compared to consolidated net income of $2,099, or $1.74 per diluted share, for the six months ended March 31, 2025. The decrease in Consolidated net income for the three and six months ended March 31, 2026 was largely due to 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.
Current report
Net income available to holders of Common Stockwas $605, or $0.50 per diluted share, for the three months ended March 31, 2026 compared to net income available to holders of Common Stock of $1,332, or $1.10 per diluted share, for the three months ended March 31, 2025. Net income available to holders of Common Stock was $924, or $0.76 per diluted share, for the six months ended March 31, 2026 compared to net income available to holders of Common Stock of $1,662, or $1.38 per diluted share, for the six months ended March 31, 2025. The decrease in net income available to holders of Common Stock for the three and six months ended March 31, 2026 was largely due to the inclusion of the Rubicon non-controlling interest as discussed in Footnote 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.
Current report
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Current report
We are exposed to market risks in the ordinary course of business. These risks are primarily related to interest rate risks on our Revolving Credit Facility. For every $1,000 outstanding on our Revolving Credit Facility, we will incur approximately $61 of interest expense.* *For every 1.0% increase in interest rates, our interest expense per $1,000 in borrowings will increase by approximately $10.
Removed paragraphs (21)
Previous report
Consolidated revenue for the three months ended December 31, 2025 were $56,039, which was $4,685, or 9.1%, higher than the prior year period. Revenues over this period increased primarily due to the inclusion of revenue from acquired businesses.
Previous report
Net income attributable to Janel Corporation for the three months ended December 31, 2025 totaled $419, or $0.58 per diluted share, compared to net income of $659, or $0.55 per diluted share, for the three months ended December 31, 2024. The increase in net income attributable to Janel Corporation was largely due to greater income from operations in our Logistics segment.
Previous report
Total revenue for the three months ended December 31, 2025 was $50,829 compared to $46,086 for the three months ended December 31, 2024. The $4,743, or 10.3%, increase was primarily due to the inclusion of revenue from acquired businesses.
Previous report
Gross profit for the three months ended December 31, 2025 was $14,400 compared to $11,378 for the three months ended December 31, 2024. The $3,022, or 26.6%, increase was primarily driven by two acquisitions. Excluding these acquisitions, organic gross profit growth for the quarter was 13.1%. Additionally, gross profit margin increased to 28.2% during the three months ended December 31, 2025 from 24.7% during the same three-month period in 2024. The gross profit margin increased as overall freight rates declined versus the same period of the prior year.
Previous report
Selling, general and administrative expenses were $10,978 for the three months ended December 31, 2025 compared to $9,368 for the three months ended December 31, 2024. The $1,610, or 17.2%, increase was mainly due to higher headcount and related expenses from the fiscal year 2025 acquisitions.
Previous report
Income from Operations
Previous report
Income from operations increased to $3,422 for the three months ended December 31, 2025 from $2,010 for the three months ended December 31, 2024. The $1,412, or 70.2%, increase was driven by better gross profit margin in domestic-based services and the addition of acquisition revenues. from fiscal year 2025 acquisitions. The operating margin , which is defined as income from operations as a percentage of gross profit grew to 23.8% in the three months ended December 31, 2025, up from 17.7% during the same period of the prior year. The operating margin increased due to business growth, fiscal year 2025 acquisitions and lower period over period operating expenses.
Previous report
Total revenue for the three months ended December 31, 2025 was $3,404 compared to $2,983 for the three months ended December 31, 2024. The $421, or 14.1%, increase was primarily due to the Biosensis acquisition. Organic revenue growth, which excludes acquired revenues of $416, was essentially unchanged.
Previous report
For the three months ended December 31, 2025, gross profit rose 11.4% to $2,823, an increase of $290 over the $2,533 reported in the same period of the prior year. Gross profit margin during the three months ended December 31, 2025 was 82.9%, compared to 84.9% during the same period of the prior year. The 2.0% decrease in gross profit margin resulted from higher costs from the sale of acquired inventory, partially offset by improvements in product mix driven by recent acquisitions.
Previous report
Selling, general and administrative expenses were $2,486 for the three months ended December 31, 2025 compared to $1,999 for the three months ended December 31, 2024. The $487, or 24.4%, increase was mainly due to the Biosensis acquisition.
Previous report
Income from Operations
Previous report
Income from operations decreased to $337 for the three months ended December 31, 2025 from $534 for the three months ended December 31, 2024. The $197, or 36.9%, decrease was primarily due to the inclusion of costs related to Biosensis which were not in the comparable prior period.
Previous report
Total revenue for the three months ended December 31, 2025 was $1,806 compared to $2,285 for the three months ended December 31, 2024. The $479, or 21.0%, decrease was primarily due to a decline in sales volumes due to general economic conditions.
Previous report
Gross profit was $893 and $1,231 for the three months ended December 31, 2025 and 2024, respectively, a decrease of $338. Gross profit margin for the three months ended December 31, 2025 and 2024 was 49.4% and 53.9%, respectively. The quarter-over-quarter decrease in gross profit margin was due to the decrease in sales volume and an unfavorable product mix variance for Indco.
Previous report
Selling, general and administrative expenses were $932 for the three months ended December 31, 2025 compared to $941 for the three months ended December 31, 2024. The $9, or 1.0%, decrease was due to lower personnel costs.
Previous report
Income (Loss) from Operations
Previous report
For the three months ended December 31, 2025, loss from operations was $39, a decrease from $290 in operating income reported for the same period of the prior year. The decrease was primarily driven by lower sales volume for Indco.
Previous report
Total Corporate expenses increased $1,118, or 68.8%, to $2,743 for the three months ended December 31, 2025. This increase from $1,625 reported in the same period of the prior year was primarily driven by merger and acquisition-related expenses and amortization costs, both of which are recognized at the Corporate level, rather than within specific segments.
Previous report
Consolidated net income was $700, or $0.58 per diluted share, for the three months ended December 31, 2025 compared to consolidated net income of $659 or $0.55 per diluted share, for the three months ended December 31, 2024. The increase in consolidated net income was largely due to higher profits in our Logistics segment.
Previous report
Net Income Attributable to Common Stockholders
Previous report
Net income attributable to holders of Common Stock was $319, or $0.27 per diluted share, for the three months ended December 31, 2025 compared to net income attributable to holders of Common Stock of $330, or $0.28 per diluted share, for the three months ended December 31, 2024. The increase in net income attributable to common stockholders is largely due to decrease in noncontrolling interest dividends.
Reworded paragraphs (21)
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, 2025, 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, 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.
Previous wording
On June 4, 2025, the Company completed a business combination in which it acquired 80% of the outstanding stock of Biosensis, a biotech company in Australia focused on accelerating the development of new drugs for brain diseases, which we include in our Life Sciences segment. The Company and the former shareholders of Biosensis have put-call options, exercisable on June 4, 2028, for the Company to acquire the remaining 20% of outstanding Biosensis common stock.
Current wording
On June 4, 2025, the Company completed a business combination in which it acquired 80% of the outstanding stock of Biosensis, a biotech company in Australia focused on accelerating the development of new drugs for brain diseases, 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.
Previous wording
Rubicon, a majority-owned subsidiary of the Company, is a U.S.-based advanced distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and maintains its operating facility in the Chicago metropolitan area.
Current wording
Rubicon, a majority-owned subsidiary of the Company, is a U.S.-based distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and maintains its operating facility in the Chicago metropolitan area.
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 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 months ended December 31, 2025.
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 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 six months ended March 31, 2026.
Previous wording
Results of Operations – Janel Corporation – Three Months Ended December 31, 2025 and 2024 (unaudited)
Current wording
Results of Operations – Janel Corporation – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)
Previous wording
Income from operations for the three months ended December 31, 2025 was $978 compared with $1,209 in the prior year period. The decrease for the three months ended December 31, 2025 resulted from less income from operations at the Life Sciences and Manufacturing segments and higher professional service expenses in the Corporate segment, partially offset by higher income from operations at the Logistics segment.
Current wording
Income from operations for the three months ended March 31, 2026 was $1,545 compared with $2,170 in the prior year period. Income from operations for the six months ended March 31, 2026 was $2,523 compared with $3,379 in the prior year period. The decrease in income from operations for both the three and six months ended March 31, 2026 resulted from 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.
Previous wording
Adjusted operating income for the three months ended December 31, 2025 was $2,028, a decrease of $13, compared to $2,041 during the same period of the prior year. The decrease resulted primarily from higher Corporate segment expenses as described above and less income from operations at the Life Sciences and Manufacturing segments, partially offset by higher income from operations at the Logistics segment.
Current wording
Adjusted operating income for the three months ended March 31, 2026 decreased to $2,593 from $3,014 in the prior year period. Adjusted operating income for the six months ended March 31, 2026 decreased to $4,621 from $5,055 in the prior year period. The decrease in adjusted operating income for both the three and six months ended March 31, 2026 resulted primarily from lower income from operations 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.
Previous wording
Results of Operations – Logistics – Three Months Ended December 31, 2025 and 2024 (unaudited)
Current wording
Results of Operations – Logistics – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)
Previous wording
Results of Operations – Life Sciences – Three Months Ended December 31, 2025 and 2024 (unaudited)
Current wording
Results of Operations – Life Sciences – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)
Previous wording
Results of Operations - Manufacturing – Three Months Ended December 31, 2025 and 2024
Current wording
Results of Operations - Manufacturing – Three and Six Months Ended March 31, 2026 and 2025
Previous wording
The Company’s Manufacturing segment consists of Indco and Rubicon. Indco produces and distributes specialized mixing equipment to a diverse customer base across various industries. Rubicon is a U.S.-based advanced distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia.
Current wording
The Company’s Manufacturing segment consists of Indco and Rubicon. Indco produces and distributes specialized mixing equipment to a diverse customer base across various industries. Rubicon is a U.S.-based distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia.
Previous wording
The three months ended December 31, 2024 include only Indco operations, while the three months ended December 31, 2025 amounts include Rubicon balances from October 14, 2025 (the date of majority ownership) through December 31, 2025. See Note 2, Acquisitions and Investments, to our condensed consolidated financial statements.
Current wording
The six months ended March 31, 2025 include only Indco operations, while the six months ended March 31, 2026 amounts include Rubicon balances from October 14, 2025 (the date of majority ownership) through March 31, 2026. See Note 2, Acquisitions and Investments, to our condensed consolidated financial statements.
Previous wording
Results of Operations – Corporate and Other – Three Months Ended December 31, 2025 and 2024 (unaudited)
Current wording
Results of Operations – Corporate and Other – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)
Previous wording
For the three months ended December 31, 2025, Corporate interest expense decreased $361, or 54.2%, to $305 from $666 for the three months ended December 31, 2024. The decrease was primarily due to lower average revolving debt balances and lower interest rates.
Current wording
Interest expense for the consolidated company decreased $150, or 26.8%, to $410 for the three months ended March 31, 2026 from $560 for the three months ended March 31, 2025. Interest expense for the consolidated company decreased by $511, or 41.7%, to $715 for the six months ended March 31, 2026 from $1,226 for the six months ended March 31, 2025. The decrease was primarily due to lower average revolving debt balances and lower interest rates.
Previous wording
Other (expense) income, net decreased $691, or 220%, to $(377) for the three months ended December 31, 2025 due to the write-off of unamortized loan fees ($445) as a result of debt that resulted in an extinguishment.
Current wording
Other (expense) income, net decreased $179, or 73.1%, to $66 for the three months ended March 31, 2026 due to the absence of the prior-year unrealized gain on marketable securities from Rubicon, as Rubicon was consolidated in October of 2026 following its acquisition. Other (expense) income, net decreased $870, or 155.6%, to $(311) for the six months ended March 31, 2026 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.
Previous wording
On a consolidated basis, the Company recorded an income tax expense of $445 for the three months ended December 31, 2025, as compared to an income tax expense of $198 for the three months ended December 31, 2024. The increase in expense was primarily due to an increase in income from operations.
Current wording
On a consolidated basis, the Company recorded an income tax expense of $202 for the three months ended March 31, 2026, as compared to an income tax expense of $415 for the three months ended March 31, 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 for the six months ended March 31, 2026, as compared to an income tax expense of $613 for the six months ended March 31, 2025. The increase in expense was primarily due to changes in the composition of the tax provision.
Previous 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, 2025 and 2024, preferred stock dividends were $100 and $86, 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 March 31, 2026 and 2025, preferred stock dividends were $112 and $108, respectively. For the six months ended March 31, 2026 and 2025, preferred stock dividends were $212 and $194, respectively.
Previous wording
Our cash flow performance for first fiscal quarter of fiscal year 2026 is not necessarily indicative of future cash flow performance.
Current wording
Our cash flow performance for second fiscal quarter of fiscal year 2026 is not necessarily indicative of future cash flow performance.
Previous wording
Net cash (used in) provided by operating activities was $(14,527) for the three months ended December 31, 2025, versus $1,754 provided by operating activities for the three months ended December 31, 2024. The decrease in cash provided by operations for the three months ended December 31, 2025 compared to the prior year period was primarily due to increased accounts receivable and decreased accounts payable balances resulting from payment timing and higher transaction volumes.
Current wording
Net cash provided by (used in) operating activities was $(9,696) for the six months ended March 31, 2026, versus $7,067 operating activities for the six months ended March 31, 2025. The decrease in cash provided by operations for the six months ended March 31, 2026 compared to the prior year period was primarily due to the changes in timing of duty collections and payments within our Logistics segment.
Previous wording
Net cash used in investing activities totaled $(120) for the three months ended December 31, 2025, versus $(324) for the three months ended December 31, 2024. The decrease in cash used in investing activities was primary due to decreases in payments for acquisitions.
Current wording
Net cash provided by (used in) investing activities totaled $(933) for the six months ended March 31, 2026, versus $(635) for the six months ended March 31, 2025. The change in net cash used in investing activities was primarily due to the purchase of the remaining 20% of the outstanding common stock of Biosensis.
Previous wording
Net cash provided by financing activities was $10,402 for the three months ended December 31, 2025, versus net cash used in financing activities of $252 for the three months ended December 31, 2024. The change in net cash provided in financing activities was primarily due to proceeds from the lines of credit, partially offset by $2,024 paid to acquire additional shares of common stock of Rubicon and the contingent earnout payment.
Current wording
Net cash provided by (used in) financing activities was $7,374 for the six months ended March 31, 2026, versus $(5,159) for the six months ended March 31, 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 loan into the term loan, dividends paid to preferred stockholders, earnout payments, and dividends paid to non-controlling interest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
Net Income Available to Common Stockholders