JANEL CORP

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 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.

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 nine months ended June 30, 2026, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Amounts presented in this section are in thousands, except share and per share data.

Previous wording

This Quarterly Report on Form 10-Q ("the Report") contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including, but not limited to, those set forth elsewhere in this Report, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, our strategy of expanding our business through acquisitions of other businesses; we may be required to record a significant change to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or we may spend resources exploring acquisitions that are not consummated; risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our ability to utilize anticipated tax benefits; the impact of volatile or changing interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; changes or developments in U.S. laws or policies, including the potential imposition of tariffs; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; terrorist attacks and other acts of violence or war; security breaches or cybersecurity attacks; the impact of catastrophic events, such as health crises, natural disasters and armed conflict; the level of our insurance coverage, including related to product and other liability risks; our compliance with applicable privacy, security and data laws; risks relate…

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 be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” "projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including, but not limited to, those set forth elsewhere in this Report, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, our strategy of expanding our business through acquisitions of other businesses; we may be required to record a significant change to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or we may spend resources exploring acquisitions that are not consummated; risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our ability to utilize anticipated tax benefits; the impact of volatile or changing interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; changes or developments in U.S. laws or policies, including the potential imposition of tariffs and uncertainties related to tariff refund obligations; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; terrorist attacks and other acts of violence or war; security breaches or cybersecurity attacks; the impact of catastrophic events, such as health crises, natural disasters and armed conflict; the level of our insurance coverage, including related to product and other liability risks; our compliance with …

Excerpt shortened here; the source contains the full paragraph.

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. On March 10, 2026, the Company entered into an agreement to repurchase the remaining 20% of the outstanding common stock of Biosensis.

Current wording

On June 4, 2025, the Company completed a business combination in which it acquired 80% of the outstanding stock of Biosensis, an Australian developer and manufacturer of antibodies and cell culture media for research and diagnostic uses, which we include in our Life Sciences segment. On March 10, 2026, the Company entered into an agreement to repurchase the remaining 20% of the outstanding common stock of Biosensis.

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 and six months ended March 31, 2026.

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 nine months ended June 30, 2026.

Previous wording

Results of Operations – Janel Corporation – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)

Current wording

Results of Operations – Janel Corporation – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)

Previous wording

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 wording

Consolidated revenues for the three months ended June 30, 2026 were $67,512, which was $18,367, or 37.4%, higher than the prior year period. Acquisitions added $8,369 to consolidated revenue for the three months ended June 30, 2026. Consolidated revenues for the nine months ended June 30, 2026 were $180,995, which was $29,765, or 19.7%, higher than the prior year period. Acquisitions added $20,419 to consolidated revenue for the nine months ended June 30, 2026. The increase in revenues for both the three and nine months ended June 30, 2026 was primarily due to the inclusion of revenue from acquired businesses and higher revenue at the Logistics segment.

Previous 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.

Current wording

Income from operations for the three months ended June 30, 2026 was $3,641 compared with $1,931 in the prior year period. Income from operations for the nine months ended June 30, 2026 was $6,164 compared with $5,310 in the prior year period. The increase in income from operations for both the three and nine months ended June 30, 2026 resulted from higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments and higher acquisition-related expenses in the Corporate segment.

Previous wording

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 wording

Net income attributable to Janel Corporation for the three months ended June 30, 2026 totaled $2,097 compared to $887 for the three months ended June 30, 2025. Net income attributable to Janel Corporation for the nine months ended June 30, 2026 totaled $3,233 compared to $2,986 for the nine months ended June 30, 2025. The increase in net income attributable to Janel Corporation for both the three and nine months ended June 30, 2026 was largely due to higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments as described above and higher acquisition-related expenses in the Corporate segment.

Previous 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.

Current wording

Adjusted operating income for the three months ended June 30, 2026 increased to $5,199 from $2,770 in the prior year period. Adjusted operating income for the nine months ended June 30, 2026 increased to $9,820 from $7,825 in the prior year period. The increase in adjusted operating income for the three months ended June 30, 2026 resulted primarily from higher adjusted operating income at the Logistics and Life Science segments, partially offset by lower adjusted operating income at the Manufacturing segment and higher acquisition-related expenses in the Corporate segment. The increase in adjusted operating income for the nine months ended June 30, 2026 resulted primarily from higher adjusted operating income at the Logistics segment, partially offset by lower adjusted operating income at the Life Sciences and Manufacturing segments and higher acquisition-related expenses in the Corporate segment.

Previous wording

Results of Operations – Logistics – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)

Current wording

Results of Operations – Logistics – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)

Previous wording

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 wording

Total revenues for the three months ended June 30, 2026 were $61,081 as compared to $43,231 for the three months ended June 30, 2025, an increase of $17,850, or 41.3%. Acquisitions added $7,579 to consolidated revenue for the three months ended June 30, 2026. Total revenues for the nine months ended June 30, 2026 were $163,394 as compared to $133,361 for the nine months ended June 30, 2025, an increase of $30,033, or 22.5%. Acquisitions added $18,579 to consolidated revenue for the nine months ended June 30, 2026. Revenues in both periods increased due to the inclusion of revenue from acquired businesses, higher freight rates and increased demand as customers navigate tariff policy changes.

Previous wording

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 wording

Gross profit for the three months ended June 30, 2026 was $17,108, an increase of $5,136, or 42.9%, as compared to $11,972 for the three months ended June 30, 2025. Acquisitions added $1,875 to gross profit for the three months ended June 30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 27.2% in the three months ended June 30, 2026 versus the prior year period. Gross profit margin as a percentage of revenues increased to 28.0% for the three months ended June 30, 2026, compared to 27.7% for the prior year period.

Previous wording

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 wording

Gross profit for the nine months ended June 30, 2026 was $45,887, an increase of $10,681, or 30.3%, as compared to $35,206 for the nine months ended June 30, 2025. Acquisitions added $4,723 to gross profit for the nine months ended June 30, 2026 compared to the prior year period. Excluding the acquisitions, organic growth in gross profit increased 16.9% in the nine months ended June 30, 2026 compared to the prior year period. Gross profit margin increased to 28.1% compared to 26.4% in the prior year period, primarily due to improved net revenue per shipment and favorable service mix.

Previous wording

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 wording

Selling, general and administrative expenses for the three months ended June 30, 2026 were $11,603 as compared to $9,434 for the three months ended June 30, 2025. This increase of $2,169, or 23.0%, was mainly due to prior year acquisitions. Selling, general and administrative expenses as a percentage of revenue were 19.0% and 21.8% for the three months ended June 30, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue was due to operating leverage from stronger organic growth.

Previous wording

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 wording

Selling, general and administrative expenses for the nine months ended June 30, 2026 were $33,494 as compared to $28,327 for the nine months ended June 30, 2025. This increase of $5,167, or 18.2% , was mainly due to prior year acquisitions. Selling, general and administrative expenses as a percentage of revenues were 20.5% and 21.2% of revenues for the nine months ended June 30, 2026 and 2025, respectively. The decrease in selling, general and administrative expenses as a percentage of revenues for the nine-month period was primarily attributable to improved operating leverage from stronger organic growth.

Previous wording

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 wording

Income from operations increased to $5,505 for the three months ended June 30, 2026 as compared to income from operations of $2,538 for the three months ended June 30, 2025, an increase of $2,967, or 116.9%. Operating margin as a percentage of gross profit for the three months ended June 30, 2026 was 32.2% compared to 21.2% in the prior year period.

Previous wording

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 wording

Income from operations increased to $12,393 for the nine months ended June 30, 2026 as compared to $6,879 for the nine months ended June 30, 2025, an increase of $5,514, or 80.2%. Operating margin as a percentage of gross profit for the nine months ended June 30, 2026 was 27.0% compared to 19.5% in the prior year period. The increase in operating margin for the three- and nine-month periods was primarily attributable to organic growth in gross profit and operating leverage.

Previous wording

Results of Operations – Life Sciences – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)

Current wording

Results of Operations – Life Sciences – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)

Previous wording

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 wording

Gross profit was $3,016 and $2,866 for the three months ended June 30, 2026 and 2025, respectively, an increase of $150, or 5.2%. During the three months ended June 30, 2026 and 2025, gross profit margin was 78.2% and 82.1%, respectively. Gross profit margin decreased due to non-cash expenses from acquired inventory.

Previous wording

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 wording

Gross profit was $8,619 and $8,769 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $150, or 1.7%. During the nine months ended June 30, 2026 and 2025, gross profit margin was 80.8% and 82.4%, respectively. Gross profit margin decreased slightly due to non-cash expenses from acquired inventory.

Previous wording

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 wording

Selling, general and administrative expenses for the Life Sciences segment were $2,478 and $2,062 for the three months ended June 30, 2026 and 2025, respectively. Selling, general and administrative expenses were $7,270 and $5,979 for the nine months ended June 30, 2026 and 2025, respectively. The year-over-year increases for both periods were largely due to additional expenses from acquired businesses and higher lab supply costs.

Previous wording

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 wording

Income from operations for the three months ended June 30, 2026 and 2025 was $538 and $804, respectively, a decrease of $266, or 33.1%. Income from operations for the nine months ended June 30, 2026 and 2025 was $1,349 and $2,790, respectively, a decrease of $1,441, or 51.6%. Both periods were negatively impacted by higher non-cash expenses from acquired inventory, timing of orders and lower demand from larger commercial customers.

Previous wording

Results of Operations - Manufacturing – Three and Six Months Ended March 31, 2026 and 2025

Current wording

Results of Operations - Manufacturing – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)

Previous 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.

Current wording

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

Previous wording

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 wording

Total revenues were $2,573 and $2,424 for the three months ended June 30, 2026 and 2025, respectively, an increase of $149, or 6.1%. Total revenues were $6,938 and $7,230 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $292, or 4.0%. The increase in total revenues for the three months ended June 30, 2026 was primarily a result of the inclusion of Rubicon in the Manufacturing segment. The decrease in total revenues for the nine months ended June 30, 2026 was largely reflective of the lower sales volume recorded in the first quarter of the fiscal year at Indco.

Previous wording

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 wording

Gross profit was $1,361 and $1,272 for the three months ended June 30, 2026 and 2025, respectively, an increase of $89, or 7.0%, primarily due to the inclusion of Rubicon revenues in the Manufacturing segment. Gross profit margin for the three months ended June 30, 2026 and 2025 was 52.9% and 52.5%, respectively. Gross profit was $3,664 and $3,848 for the nine months ended June 30, 2026 and 2025, respectively, a decrease of $184, or 4.8%, predominantly as a result of a negative product mix variance and a decrease in sales volume at Indco. Gross profit margin for the nine months ended June 30, 2026 and 2025 was 52.8% and 53.2%, respectively.

Previous wording

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 wording

Selling, general and administrative expenses were $897 and $764 for the three months ended June 30, 2026 and 2025, respectively, an increase of $133, or 17.4%. Selling, general and administrative expenses were $2,670 and $2,507 for the nine months ended June 30, 2026 and 2025, respectively, an increase of $163, or 6.5%. The increase in selling, general, and administrative expenses for both periods was driven by the inclusion of Rubicon in the Manufacturing segment.

Previous wording

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 wording

Income from operations was $464 for the three months ended June 30, 2026 compared to $508 for the three months ended June 30, 2025, representing an 8.7% decrease, primarily due to increased selling, general, and administrative expenses. Income from operations was $994 for the nine months ended June 30, 2026 compared to $1,341 for the nine months ended June 30, 2025, representing a 25.9% decrease from the prior year period, primarily due to increased selling, general, and administrative expenses and decreased revenues at Indco.

Previous wording

Results of Operations – Corporate and Other – Three and Six Months Ended March 31, 2026 and 2025 (unaudited)

Current wording

Results of Operations – Corporate and Other – Three and Nine Months Ended June 30, 2026 and 2025 (unaudited)

Previous wording

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 wording

Total Corporate expenses, which include amortization of intangible assets, stock-based compensation, and merger and acquisition expenses, increased by $947, or 49.3%, to $2,866 for the three months ended June 30, 2026 as compared to $1,919 for the three months ended June 30, 2025. Total Corporate expenses increased by $2,872, or 50.4%, to $8,572 for the nine months ended June 30, 2026 as compared to $5,700 for the nine months ended June 30, 2025. The increase in total corporate expenses in both periods was primarily due to higher acquisition-related operating expenses and amortization of intangible assets. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.

Previous 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.

Current wording

Interest expense for the consolidated company increased $110, or 24.9%, to $552 for the three months ended June 30, 2026 from $442 for the three months ended June 30, 2025. The increase was primarily due to higher average debt balances from acquisitions. Interest expense for the consolidated Company decreased by $401, or 24.0%, to $1,267 for the nine months ended June 30, 2026 from $1,668 for the nine months ended June 30, 2025. The decrease was primarily due to lower average debt balances earlier in the fiscal year.

Previous wording

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 wording

For the nine months ended June 30, 2026, we recognized a gain of $849 in connection with the acquisition of Rubicon on October 14, 2025. See Note 2 - "Acquisitions and Investments", of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on the gain on consolidation of acquisition recognized during the nine months ended June 30, 2026.

Previous 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.

Current wording

Other income (expense), net increased $237, to $80 for the three months ended June 30, 2026 due to the absence of the prior-year unrealized loss on marketable securities from Rubicon, as Rubicon was consolidated in October of 2025 following its acquisition. Other income (expense), net decreased $633, to $(231) for the nine months ended June 30, 2026, primarily due to the write-off of unamortized loan fees of $445 as a result of debt that resulted in an extinguishment and the absence of the prior-year unrealized gain on marketable securities from Rubicon.

Previous 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.

Current wording

On a consolidated basis, the Company recorded an income tax expense of $626 for the three months ended June 30, 2026, as compared to an income tax expense of $445 for the three months ended June 30, 2025. On a consolidated basis, the Company recorded an income tax expense of $1,273 for the nine months ended June 30, 2026, as compared to an income tax expense of $1,058 for the nine months ended June 30, 2025. The increase in expense in both periods was primarily due to an increase in net income before taxes.

Previous wording

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 wording

Consolidated net income was $2,543, or $2.09 per diluted share, for the three months ended June 30, 2026 compared to consolidated net income of $887, or $0.74 per diluted share, for the three months ended June 30, 2025. Consolidated net income was $4,242, or $3.49 per diluted share, for the nine months ended June 30, 2026 compared to consolidated net income of $2,986, or $2.48 per diluted share, for the nine months ended June 30, 2025. The increase in consolidated net income for the three and nine months ended June 30, 2026 was largely due to higher income from operations at the Logistics segment, partially offset by lower income from operations at the Life Sciences and Manufacturing segments and higher amortization, bank refinancing fees, and professional service expenses in the Corporate segment.

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 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.

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 June 30, 2026 and 2025, preferred stock dividends were $114 and $77, respectively. For the nine months ended June 30, 2026 and 2025, preferred stock dividends were $326 and $271, respectively.

Previous wording

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 wording

Net income available to holders of Common Stock was $1,983, or $1.63 per diluted share, for the three months ended June 30, 2026 compared to net income available to holders of Common Stock of $810, or $0.67 per diluted share, for the three months ended June 30, 2025. Net income available to holders of Common Stock was $2,907, or $2.39 per diluted share, for the nine months ended June 30, 2026 compared to net income available to holders of Common Stock of $2,472, or $2.05 per diluted share, for the nine months ended June 30, 2025. The increase in net income available to holders of Common Stock for the three and nine months ended June 30, 2026 was largely due to higher income from the Logistics segment, partially offset by lower income at the Life Sciences and Manufacturing segments and higher amortization, bank refinancing fees, and professional service expenses in the Corporate segment, as well as the inclusion of the Rubicon non-controlling interest as discussed in Note 2 - "Acquisitions and Investments".

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net cash provided by operating activities was $20,134 for the nine months ended June 30, 2026, versus $17,632 for the nine months ended June 30, 2025. The increase in cash provided by operations for the nine months ended June 30, 2026 compared to the prior year period was primarily due to the tariff refunds payable collected in late June of 2026 within our Logistics segment which the Company remitted to the applicable customers in July of 2026, and a decrease in accounts receivable, partially offset by a decrease in accounts payable.

Previous 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.

Current wording

Net cash used in investing activities totaled $11,073 for the nine months ended June 30, 2026, versus $3,290 for the nine months ended June 30, 2025. The change in net cash used in investing activities was primarily due to the BioPorto asset acquisition.