JANEL CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS JANEL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (Unaudited) March 31, 2022 September 30, 2021 ASSETS Current Assets: Cash $ 3,434 $ 6,234 Accounts receivable, net of allowance for doubtful accounts 65,201 52,312 Inventory, net 4,007 3,227 Prepaid expenses and other current assets 4,238 3,002 Total current assets 76,880 64,775 Property and Equipment, net 5,022 4,977 Other Assets: Intangible assets, net 23,177 24,173 Goodwill 18,598 18,486 Operating lease right of use asset 5,924 2,936 Security deposits and other long-term assets 511 577 Total other assets 48,210 46,172 Total assets $ 130,112 $ 115,924 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Line of credit $ 24,662 $ 29,637 Accounts payable – trade 50,574 37,243 Accrued expenses and other current liabilities 8,729 6,311 Dividends payable 1,602 2,427 Current portion of earnout 1,054 1,054 Current portion of deferred acquisition payments 191 188 Current portion of subordinated promissory note-related party 475 550 Current portion of long-term debt 873 868 Current portion of operating lease liabilities 1,713 1,281 Total current liabilities 89,873 79,559 Other Liabilities: Long-term debt 4,234 4,744 Long-term portion of earnout 2,546 2,546 Subordinated promissory notes-related party 5,570 5,525 Long-term portion of deferred acquisition payments 186 183 Mandatorily redeemable non-controlling interest 841 783 Deferred income taxes 2,375 2,299 Long-term operating lease liabilities 4,373 1,751 Other liabilities 362 415 Total other liabilities 20,487 18,246 Total liabilities 110,360 97,805 Stockholders’ Equity: Preferred Stock, $ 0.001 par value; 100,000 shares authorized Series B 5,700 shares authorized, 0 shares issued and outstanding as of March 31, 2022 and 31 shares issued and outstanding as of September 30, 2021 — — Series C 30,000 shares authorized and 11,368 and 20,960 shares issued and outstanding at March 31, 2022 and September 30, 2021, liquidation value of $ 7,286 and $ 12,907 at March 31, 2022 and September 30, 2021, respectively — — Common stock, $ 0.001 par value; 4,500,000 shares authorized, 1,077,718 issued and 1,057,718 outstanding as of March 31, 2022 and 962,207 issued and 942,207 outstanding as of September 30, 2021 1 1 Paid-in capital 13,510 14,838 Common Treasury stock, at cost, 20,000 shares ( 240 ) ( 240 ) Accumulated earnings 6,481 3,520 Total stockholders’ equity 19,752 18,119 Total liabilities and stockholders’ equity $ 130,112 $ 115,924 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents JANEL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Revenue $ 80,851 $ 30,142 $ 164,165 $ 56,620 Forwarding expenses and cost of revenues 64,342 22,593 132,167 42,622 Gross profit 16,509 7,549 31,998 13,998 Cost and Expenses: Selling, general and administrative 13,875 6,415 26,213 12,124 Amortization of intangible assets 487 293 996 544 Total Costs and Expenses 14,362 6,708 27,209 12,668 Income from Operations 2,147 841 4,789 1,330 Other Items: Interest expense ( 269 ) ( 158 ) ( 548 ) ( 277 ) Gain on Paycheck Protection Program loan forgiveness — 135 — 135 Income Before Income Taxes 1,878 818 4,241 1,188 Income tax expense ( 605 ) ( 222 ) ( 1,280 ) ( 337 ) Net Income 1,273 596 2,961 851 Preferred stock dividends ( 233 ) ( 195 ) ( 444 ) ( 369 ) Non-controlling interest dividends ( 61 ) — ( 61 ) — Net Income Available to Common Stockholders $ 979 $ 401 $ 2,456 $ 482 Net income per share Basic $ 1.30 $ 0.64 $ 3.06 $ 0.91 Diluted $ 1.23 $ 0.61 $ 2.89 $ 0.87 Net income per share attributable to common stockholders: Basic $ 1.00 $ 0.42 $ 2.54 $ 0.51 Diluted $ 0.95 $ 0.41 $ 2.40 $ 0.49 Weighted average number of shares outstanding: Basic 973.9 936.2 966.5 936.0 Diluted 1,031.2 983.8 1,024.5 975.3 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents JANEL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands, except share and per share data) (Unaudited) PREFERRED STOCK COMMON STOCK PAID-IN CAPITAL COMMON TREASURY STOCK ACCUMULATED EARNINGS (DEFICIT) TOTAL EQUITY SHARES $ SHARES $ $ SHARES $ $ $ Balance - September 30, 2021 20,991 — 962,207 $ 1 $ 14,838 20,000 $ ( 240 ) $ 3,520 $ 18,119 Net Income — — — — — — — 1,688 1,688 Dividends to preferred stockholders — — — — ( 211 ) — — — ( 211 ) Stock-based compensation — — — — 29 — — — 29 Stock option exercise — — 17,500 — 85 — — — 85 Balance - December 31, 2021 20,991 — 979,707 1 14,741 20,000 ( 240 ) 5,208 19,710 Net Income — — — — — — — 1,273 1,273 Dividends to preferred stockholders — — — — ( 233 ) — — — ( 233 ) Dividends to non-controlling interest — — — — ( 61 ) — — — ( 61 ) Preferred C shares purchased ( 4,687 ) — — — ( 1,731 ) — — — ( 1,731 ) Preferred C shares converted ( 4,905 ) — 65,205 — — — — — — Preferred B shares converted ( 31 ) — 306 — — — — — — Stock based compensation — — 15,000 — 718 — — — 718 Stock options exercise — — 17,500 — 76 — — — 76 Balance - March 31, 2022 11,368 $ — 1,077,718 $ 1 $ 13,510 20,000 $ ( 240 ) $ 6,481 $ 19,752 PREFERRED STOCK COMMON STOCK PAID-IN CAPITAL COMMON TREASURY STOCK ACCUMULATED EARNINGS (DEFICIT) TOTAL EQUITY SHARES $ SHARES $ $ SHARES $ $ $ Balance - September 30, 2020 19,791 — 918,652 $ 1 $ 14,604 20,000 $ ( 240 ) $ ( 1,683 ) $ 12,682 Net Income — — — — — — — 255 255 Dividends to preferred stockholders — — — — ( 174 ) — — — ( 174 ) Stock-based compensation — — — — 10 — — — 10 Stock options exercise — — 2,502 — 21 — — — 21 Balance - December 31, 2020 19,791 — 921,154 1 14,461 20,000 ( 240 ) ( 1,428 ) 12,794 Net Income — — — — — — — 596 596 Stock based compensation — — — — ( 195 ) — — — ( 195 ) Stock options exercise — — — — 12 — — — 12 Balance - March 31, 2021 19,791 $ — 921,154 $ 1 $ 14,278 20,000 $ ( 240 ) $ ( 832 ) $ 13,207 The accompanying notes are an integral part of these condensed consolidated financial statements . 5 Table of Contents JANEL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Six Months Ended March 31, 2022 2021 Cash Flows From Operating Activities: Net income $ 2,961 $ 851 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for (recovery of) uncollectible accounts 417 ( 28 ) Depreciation 225 175 Deferred income tax provision 76 252 Amortization of intangible assets 996 544 Amortization of acquired inventory valuation 263 505 Amortization of loan costs 5 5 Stock-based compensation 768 54 Gain on Paycheck Protection Program loan forgiveness — ( 135 ) Changes in fair value of mandatorily redeemable noncontrolling interest 58 86 Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 13,307 ) ( 3,288 ) Inventory ( 1,043 ) ( 302 ) Prepaid expenses and other current assets ( 1,236 ) ( 13 ) Security deposits and other long-term assets 65 ( 32 ) Accounts payable and accrued expenses 15,728 2,042 Other liabilities 15 ( 2 ) Net cash provided by operating activities 5,991 714 Cash Flows From Investing Activities: Acquisition of property and equipment, net of disposals ( 270 ) ( 85 ) Acquisitions ( 112 ) ( 2,874 ) Net cash (used in) investing activities ( 382 ) ( 2,959 ) Cash Flows From Financing Activities: Repayments of term loan ( 510 ) ( 476 ) Proceeds from stock options exercise 161 21 Line of credit, (payments) proceeds, net ( 4,975 ) 3,115 Repayment of subordinated promissory notes ( 24 ) ( 255 ) Dividends paid to minority shareholders ( 61 ) — Dividends paid to preferred stockholders ( 657 ) — Repurchase of Series C Preferred Stock ( 2,343 ) — Net cash (used in) provided by financing activities ( 8,409 ) 2,405 Net (decrease) increase in cash ( 2,800 ) 160 Cash at beginning of the period 6,234 3,349 Cash at end of period $ 3,434 $ 3,509 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for : Interest $ 387 $ 210 Income taxes $ 829 $ 16 Non-cash operating activities: Gain on Paycheck Protection Program loan forgiveness $ — $ 135 Non-cash investing activities: Purchase price adjustments-ELFS $ 112 — Due to seller 338 election — $ 30 Subordinated promissory notes of ICT $ — $ 1,760 Non-cash financing activities : Dividends declared to preferred stockholders $ 444 $ 369 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents JANEL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of Article 8 of Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Janel Corporation (the “Company” or “Janel”) believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full fiscal year, or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission. Revenue and revenue recognition Logistics Revenue is recognized upon transfer of control of promised services to customers. With respect to its Logistics segment, the Company has determined that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services. The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one- to two-month period. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Generally, revenue is recorded on a gross basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenue is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or in establishing rates with the carrier. In the Logistics segment, the Company disaggregates its revenues by its five primary service categories: ocean freight, air freight, trucking, customs brokerage, and other . A summary of the Company’s revenues disaggregated by major service lines for the three and six months ended March 31, 2022 and 2021 was as follows (in thousands) : Three Months Ended March 31, Three Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Service Type Ocean freight $ 32,285 $ 11,435 $ 65,161 $ 20,474 Trucking 23,539 4,701 45,314 9,053 Air freight 13,063 4,871 26,937 11,073 Other 3,115 46 8,445 58 Customs brokerage 3,071 3,320 6,772 5,975 Total $ 75,073 $ 24,373 $ 152,629 $ 46,633 7 Table of Contents Life Sciences and Manufacturing Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Revenues from the Company’s Manufacturing segment, which is comprised of Indco, a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries (“Indco”), are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Revenues for Life Sciences and Manufacturing are recognized when products are shipped and risk of loss is transferred to the carrier(s) used. 2. ACQUISITION Fiscal 2021 Acquisition Logistics On September 21, 2021, the Company completed the acquisition of all of the membership interests of Expedited Logistics and Freight Services, LLC (“ELFS”) and ELFS Brokerage LLC, a wholly-owned subsidiary of ELFS. The purchase price for the membership interests was $ 19,000 , subject to certain closing adjustments as set forth in the related purchase agreement. Further earnout payments in an amount not anticipated to exceed $ 4,500 will be due to the former members of ELFS based on the operating profit earned by ELFS. Upon the closing of the transaction, the former members of ELFS were paid $ 13,000 in cash and were issued an aggregate amount of $ 6,000 in subordinated promissory notes. The ELFS acquisition was funded with cash provided by normal operations, borrowings under the Amended Loan and Security Agreement (the “Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) dated September 21, 2021, as well as subordinated promissory notes issued to the former members of ELFS. This acquisition was completed to expand our product offerings in our Logistics segment. The preliminary fair value of the consideration transferred of $ 21,437 was valued as of the date of the acquisition as follows: cash - $ 13,000 ; earnout payments - $ 3,600 ; and subordinated promissory notes - $ 4,837 (preliminary net of working capital adjustment of $ 1,163 ). During the three months ended March 31, 2022, the fair value of the consideration transferred was adjusted to $ 21,700 , and the fair value of the subordinated promissory notes was adjusted to $ 5,100 , in each case due to a change in the net working capital adjustment of $ 263 . The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the three and six months ended March 31, 2021 assuming the acquisition of ELFS was made on October 1, 2020. The pro forma unaudited condensed consolidated results give effect to, among other things, amortization of intangible assets and interest expense on acquisition-related debt. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the date indicated, nor are they necessarily indicative of future operating results. (in thousands, except per share data) Three Months ended March 31, 2021 Six Months ended March 31, 2021 Revenue $ 46,516 $ 91,891 Income from Operations $ 1,420 $ 2,050 Net Income $ 1,367 $ 1,612 Net Income Available to Common Stockholders $ 1,172 $ 1,243 Net Income per share: Basic $ 1.46 $ 1.72 Diluted $ 1.39 $ 1.65 Net Income per share attributable to Common Stockholders: Basic $ 1.25 $ 1.33 Diluted $ 1.19 $ 1.27 The foregoing unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the acquisition occurred on October 1, 2020, nor are they necessarily indicative of future results. 8 Table of Contents 3. INVENTORY Inventories consisted of the following (in thousands): March 31, 2022 September 30, 2021 Finished goods $ 1,109 $ 919 Work-in-process 820 968 Raw materials 2,130 1,365 Gross inventory 4,059 3,252 Less – reserve for inventory valuation ( 52 ) ( 25 ) Inventory net $ 4,007 $ 3,227 4. INTANGIBLE ASSETS A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands): March 31, 2022 September 30, 2021 Life Customer relationships $ 23,482 $ 23,482 12 - 24 Years Trademarks/names 4,490 4,490 1 - 20 Years Trademarks/names 521 521 Indefinite Other 1,149 1,149 2 - 22 Years 29,642 29,642 Less: Accumulated Amortization ( 6,465 ) ( 5,469 ) Intangible assets, net $ 23,177 $ 24,173 The composition of the intangible assets balance at March 31, 2022 and September 30, 2021 is as follows (in thousands) : March 31, 2022 September 30, 2021 Logistics $ 18,174 $ 18,174 Life Sciences 3,768 3,768 Manufacturing 7,700 7,700 29,642 29,642 Less: Accumulated Amortization ( 6,465 ) ( 5,469 ) Intangible assets, net $ 23,177 $ 24,173 Amortization expense for the six months ended March 31, 2022 and 2021 was $ 996 and $ 544 , respectively. 5. GOODWILL The Company’s goodwill carrying amounts relate to the acquisitions in the Logistics, Life Sciences and Manufacturing businesses. 9 Table of Contents The composition of the goodwill balance at March 31, 2022 and September 30, 2021 was as follows (in thousands): March 31, 2022 September 30, 2021 Logistics $ 9,175 $ 9,063 Life Sciences 4,377 4,377 Manufacturing 5,046 5,046 Total $ 18,598 $ 18,486 6. NOTES PAYABLE – BANKS (A) Santander Bank Facility The wholly-owned subsidiaries which comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, have a Loan and Security Agreement (the “Santander Loan Agreement”) with Santander with respect to a revolving line of credit facility (the “Santander Facility”). The Santander Loan Agreement was most recently amended on March 31, 2022, to provide for, a mong other changes, certain updates: (i) the maximum revolving facility amount available was increased from $ 30,000 to $ 31,500 (limited to 85 % of the borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement) ; (ii) the LIBOR basis on which interest under the Santander Loan Agreement was calculated under certain circumstances was changed to SOFR; (iii) a one-time increase from $ 1,000 to $ 3,000 in the amount the Company was permitted to distribute to holders of the Company’s Series C Stock if specified conditions are met; and (iv) the amount of indebtedness of the Company’s Antibodies Incorporated subsidiary which the Company was permitted to guaranty was increased from $ 2,920 to $ 5,000 . The Santander Loan Agreement matures on September 21, 2026 . Interest accrues on the Santander Facility at an annual rate equal to the one-month SOFR plus 2.75 %. The Janel Group Borrowers’ obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan Agreement contains customary terms and covenants. As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet . At March 31, 2022, outstanding borrowings under the Santander Facility were $ 24,662 , representing 78.3 % of the $ 31,500 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 3.00 %. At September 30, 2021, outstanding borrowings under the Santander Facility were $ 29,637 , representing 98.8 % of the $ 30,000 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 3.00 %. The Company was in compliance with the covenants defined in the Santander Loan Agreement at both March 31, 2022 and September 30, 2021. (B) First Merchants Bank Credit Facility Indco has a Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants Bank with respect to a $ 5,500 term loan, a $ 1,000 (limited to the borrowing base and reserves) revolving loan and a $ 680 mortgage loan (together, the “First Merchant Facility”). Interest accrues on the term loan at an annual rate equal to the one-month LIBOR plus either 2.75 % (if Indco’s total funded debt to EBITDA ratio is less than 2 :1) or 3.5 % (if Indco’s total funded debt to EBITDA ratio is greater than or equal to 2 :1). Interest accrues on the revolving loan at an annual rate equal to the one-month LIBOR plus 2.75 %. Interest accrues on the mortgage loan at an annual rate of 4.19 %. Indco’s obligations under the First Merchants Facility are secured by all of Indco’s real property and other assets, and are guaranteed by Janel. Additionally, Janel’s guarantee of Indco’s obligations is secured by a pledge of Janel’s Indco shares. The term loan and revolving loan portions of the First Merchants Facility will expire on August 30, 2024 , and the mortgage loan will mature on July 1, 2025 (subject to earlier termination as provided in the First Merchants Credit Agreement), unless renewed or extended. As of March 31, 2022, there were no outstanding borrowings under the revolving loan, $ 2,325 of borrowings under the term loan, and $ 643 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 2.99 % and 4.19 %, respectively. As of September 30, 2021, there were no outstanding borrowings under the revolving loan, $ 2,713 of borrowings under the term loan, and $ 655 of borrowing under the mortgage loan with interest accruing on the term loan and mortgage loan at an effective interest rate of 2.83 % and 4.19 %, respectively. 10 Table of Contents Indco was in compliance with the covenants defined in the First Merchants Credit Agreement at both March 31, 2022 and September 30, 2021. (in thousands) March 31, 2022 September 30, 2021 Total Debt * $ 2,968 $ 3,368 Less Current Portion ( 809 ) ( 809 ) Long Term Portion $ 2,159 $ 2,559 * Note: Term Loan is due in monthly installments of $ 65 plus monthly interest, at LIBOR plus 2.75 % to 3.5 % per annum; mortgage loan is due in monthly installments of $ 4 , including interest at 4.19 % for 5 years . The credit facilities are collateralized by all of Indco’s assets and guaranteed by Janel. (C) First Northern Bank of Dixon Antibodies Incorporated (“Antibodies”), a wholly-owned subsidiary of the Company, has a loan agreement (the “First Northern Loan Agreement”) with First Northern Bank of Dixon (“First Northern”), with respect to a $ 2,235 term loan (the “First Northern Term Loan”) which bears interest at an annual rate of Prime plus 325 basis points (currently 4.18 %) and matures on November 14, 2029 . In addition, Antibodies has a $ 750 revolving credit facility with First Northern which currently bears interest at the annual rate of Prime plus 325 basis points (currently 4.18 %) and matures on November 5, 2022 (the “First Northern Revolving Loan”). There were no outstanding borrowings on the revolving credit facility as of March 31, 2022 or September 30, 2021. Antibodies also has two separate business loan agreements with First Northern: a $ 125 term loan in connection with the expansion of solar generation capacity on the Antibodies property (“First Northern Solar Loan”) bearing interest at the annual rate of 4.43 % (subject to adjustment in five years ) and maturing on November 14, 2029 ; and a $ 60 term loan in connection with the expansion of generator capacity on the Antibodies property (“Generator Loan”) bearing interest at the annual rate of 4.25 % and maturing on November 5, 2025 . There were no outstanding borrowings under the Generator Loan as of March 31, 2022 or September 30, 2021. As of March 31, 2022, the total amount outstanding under the First Northern Term Loan was $ 2,113 , of which $ 2,056 is included in long-term debt and $ 57 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18 %. As of September 30, 2021, the total amount outstanding under the First Northern Term Loan was $ 2,139 , of which $ 2,084 is included in long-term debt and $ 55 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18 %. As of March 31, 2022, the total amount outstanding under the First Northern Solar Loan was $ 26 , of which $ 19 is included in long-term debt, and $ 7 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43 %. As of September 30, 2021, the total amount outstanding under the First Northern Solar Loan was $ 105 , of which $ 101 is included in long-term debt and $ 4 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43 %. 11 Table of Contents The Company was in compliance with the covenants defined in the First Northern Loan Agreement at March 31, 2022 and September 30, 2021. (in thousands) March 31, 2022 September 30, 2021 Total Debt * $ 2,139 $ 2,244 Less Current Portion ( 64 ) ( 59 ) Long Term Portion $ 2,075 $ 2,185 * Long term debt is due in monthly installments of $ 12 plus monthly interest, at 4.18 % per annum for 5 years. The note is collateralized by real property owned by Antibodies and guaranteed by Janel. 7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY Aves Labs, Inc., a wholly-owned subsidiary of the Company, is the obligor on a fixed 0.5 % subordinated promissory note in the amount of $ 1,850 (the “ICT Subordinated Promissory Note”) issued to the former owner of ImmunoChemistry Technologies, LLC (“ICT”), in connection with a business combination whereby the Company acquired all of the membership interests of ICT. The ICT Subordinated Promissory Note is payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021, matures on March 21, 2025 , and may be prepaid, in whole or in part, without premium or penalty. The ICT Subordinated Promissory Note is guaranteed by the Company and is secured by the membership interests in ICT. The ICT Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other amounts payable to the Santander Bank Facility, First Merchants Facility and the First Northern Bank of Dixon. As of March 31, 2022, the amount outstanding under the ICT Subordinated Promissory Note was $ 945 , of which $ 475 is included in the current portion of subordinated promissory notes and $ 470 is included in the long-term portion of subordinated promissory notes. As of September 30, 2021, the amount outstanding under the ICT Subordinated Promissory Note was $ 1,237 , of which $ 550 is included in the current portion of subordinated promissory notes and $ 687 is included in the long-term portion of subordinated promissory notes. J anel Group is the obligor on four fixed 4 % subordinated promissory notes totaling $ 6,000 in the aggregate, (together, the “ELFS Subordinated Promissory Notes”), payable to certain former shareholders of ELFS. All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the Santander Bank Facility and the First Merchants Facility. The ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of principal together with accrued interest. Beginning October 15, 2021 and on the same day of the next eight consecutive calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders. Beginning October 15, 2023 and on the same day of the next twelve consecutive calendar quarters, thereafter payment of principal together with accrued interest and unpaid interest is due to the former shareholders. As of March 31, 2022, the ELFS Subordinated Promissory Notes were adjusted to $ 5,100 due to a revised working capital adjustment of $ 900 . As of March 31, 2022 and September 30, 2021, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 5,100 and $ 4,838 , respectively, and was included in the long-term portion of subordinated promissory notes. (in thousands) March 31, 2022 September 30, 2021 Total subordinated promissory notes $ 6,045 $ 6,075 Less current portion of subordinated promissory notes ( 475 ) ( 550 ) Long term portion of subordinated promissory notes $ 5,570 $ 5,525 12 Table of Contents 8. STOCKHOLDERS’ EQUITY (A) Preferred Stock Series B Convertible Preferred Stock Shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) are convertible into shares of the Company’s $ 0.001 par value common stock (“Common Stock”) at any time on a one-share (of Series B Stock) for ten -shares (of Common Stock) basis. On March 31, 2022, the Company, on behalf of two holders, converted the remaining 30.6 shares of Series B Stock into 306 shares of the Company’s Common Stock. As of March 31, 2022, the Company had no shares of Series B Stock outstanding and submitted for filing to the Nevada Secretary of State a Certificate, Amendment or Withdrawal of Designation withdrawing the Company’s Series B Convertible Preferred Stock from the Company’s Articles of Incorporation. Series C Cumulative Preferred Stock Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) were initially entitled to receive annual dividends at a rate of 7 % per annum of the original issuance price of $ 500 , when and if declared by the Company’s Board of Directors, with such rate to increase by 2 % annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 13 %. By the filing of the Certificate of Amendment on October 17, 2017, the annual dividend rate decreased to 5 % per annum of the original issuance price, when and if declared by the Company’s Board of Directors, and increased by 1 % beginning on January 1, 2019. Such rate is 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 March 30, 2022 was 9 %. By the filing of the Certificate of Amendment on March 31, 2022, the annual dividend rate decreased to 5 % per annum of the original issuance price, when and if declared by the Company’s Board of Directors, and increased by 1 % beginning on January 1, 2024. Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9 %. On March 31, 2022, the Company purchased 4,687 shares of the Series C Stock from two holders at a purchase price of $ 500 per share plus accrued dividends, or an aggregate of $ 3,000 , and exchanged 4,905 shares of Series C Stock plus accrued dividends from one holder, for the issuance of 65,205 shares of the Company’s Common Stock, par value $ 0.001 per share valued at $ 47.00 per share of Common Stock (the closing price for the Common Stock on March 30, 2022), or a total value of $ 3,065 . As a result of these transactions, the number of issued and outstanding shares of Series C Stock was reduced from 20,960 shares to 11,368 shares. 9. STOCK-BASED COMPENSATION On October 30, 2013, the Board of Directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights of the Company’s Common Stock may be granted to employees, directors and consultants to the Company and its subsidiaries. The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and was updated to reflect certain other non-substantive amendments. Total stock-based compensation for the six months ended March 31, 2022 and 2021 amounted to $ 768 and $ 54 , respectively, and is included in selling, general and administrative expense in the Company’s statements of operations. (A) Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of our share-based awards. In applying this model, we use the following assumptions: • Risk-free interest rate - We determine the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate. • Expected term - We estimate the expected term of our options on the average of the vesting date and term of the option. • Expected volatility - We estimate expected volatility using daily historical trading data of a peer group. • Dividend yield - We have never paid dividends on our common stock and currently have no plans to do so; therefore, no dividend yield is applied. 13 Table of Contents The fair values of our employee option awards were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented: Six Months Ended March 31, 2022 Risk-free interest rate 1.10 % Expected option term in years 5.5 - 6.5 Expected volatility 100.3 % - 110.3 % Dividend yield — % Weighted average grant date fair value $ 5.57 - $ 6.66 Options for Employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2021 98,994 $ 5.93 4.5 $ 1,689.38 Granted 10,000 $ 23.00 9.5 $ — Exercised ( 35,000 ) $ 4.60 — $ — Outstanding balance at March 31, 2022 73,994 $ 8.87 5.3 $ 2,821.11 Exercisable at March 31, 2022 56,498 $ 6.36 4.2 $ 2,296.22 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company’s common stock at March 31, 2022 of $ 47 per share and the exercise price of the stock options that had strike prices below such closing price. As of March 31, 2022, there was approximately $ 176 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted average period of less than one year . Liability classified share-based awards During the six months ended March 31, 2022, 7,018 options were granted and 10,372 options were exercised with respect to Indco’s common stock. The Company uses the Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions: Six Months Ended March 31, 2022 Risk-free interest rate 1.10 % Expected option term in years 5.5 - 6.5 Expected volatility 39 % Dividend yield — % Weighted average grant date fair value $ 5.57 - $ 6.66 14 Table of Contents Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding balance at September 30, 2021 38,961 $ 10.28 6.62 $ 78.16 Granted 7,018 $ 17.16 9.50 $ — Exercised ( 10,372 ) $ 8.30 — $ — Outstanding balance at March 31, 2022 35,607 $ 12.22 7.27 $ 175.98 Exercisable at March 31, 2022 21,663 $ 10.72 6.25 $ 139.47 The aggregate intrinsic value in the above table was calculated as the difference between the valuation price of Indco’s common stock at March 31, 2022 of $ 17.16 per share and the exercise price of the stock options that had strike prices below such closing price. The liability classified awards were measured at fair value at each reporting date until the final measurement date, which was the date of completion of services required to earn the option. The accrued compensation cost related to these options was approximately $ 290 and $ 361 as of March 31, 2022 and September 30, 2021, respectively, and is included in other liabilities in the condensed consolidated financial statements. The compensation cost related to these options was approximately $ 21 and $ 15 for the six months ended March 31, 2022 and 2021, respectively. The cost associated with the options issued on each grant date is being recognized ratably over the period of service required to earn each tranche of options. Upon vesting, the options continue to be accounted for as a liability in accordance with ASC 480-10-25-8 and are measured in accordance with ASC 480-10-35 at every reporting period until the options are settled. On December 13, 2021, minority owners of Indco exercised 7,000 and 3,372 options to purchase Indco’s common stock at an exercise price of $ 6.48 and $ 12.07 for an aggregate purchase price of $ 45 and $ 41 , respectively. Indco issued related party promissory notes in the amount of $ 45 and $ 41 , respectively, which bear interest at 1 % per annum; both interest and principal are payable on the maturity date of December 31, 2024 . These notes are included in security deposits and other long-term assets. The fair value of the 7,000 and 3,372 shares of Indco’s common stock was recorded as an increase in mandatorily redeemable non-controlling interest. On December 13, 2021, Indco repurchased 7,000 shares of Indco’s stock at a purchase price of $ 17.16 per share from a minority owner of Indco for the aggregate purchase price of $ 120 . The fair value of the repurchased 7,000 shares of Indco’s common stock was recorded as a decrease in mandatorily redeemable non-controlling interest. As a result of the exercise of 10,372 options and the repurchase of 7,000 shares of Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.77 % as of March 31, 2022. Changes in the fair value of the vested options are recognized in earnings in the condensed consolidated financial statements. The options are classified as liabilities, and the underlying shares of Indco’s common stock also contain put options which result in their classification as a mandatorily redeemable security. While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase the shares upon death, which is certain to occur at some point in time. As of March 31, 2022, there was approximately $ 60 of total unrecognized compensation expense related to the unvested Indco stock options. This expense is expected to be recognized over a weighted average period of less than one year . (B) Restricted Stock On March 30, 2022, the Board of Directors of the Company approved an equity grant of 15,000 shares of Common Stock as a Restricted Stock Award to an employee of the Company pursuant to the Company’s Amended Plan, vesting immediately. The compensation cost related to this award was approximately $ 705 for the six-month period ended March 31, 2022 and was included in selling, general and administrative expense in the Company’s statements of operations. 15 Table of Contents 10. INCOME PER COMMON SHARE The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three and six months ended March 31, 2022 and 2021 : For the Three Months Ended March 31, For the Six Months Ended March 31, (in thousands, except per share data) 2022 2021 2022 2021 Income: Net income $ 1,273 $ 596 $ 2,961 $ 851 Preferred stock dividends ( 233 ) ( 195 ) ( 444 ) ( 369 ) Non-controlling interest dividends ( 61 ) — ( 61 ) — Net Income available to common stockholders $ 979 $ 401 $ 2,456 $ 482 Common Shares: Basic - weighted average common shares 973.9 936.2 966.5 936.0 Effect of dilutive securities: Stock options 57.3 47.3 57.9 39.0 Convertible preferred stock — 0.3 0.1 0.3 Diluted - weighted average common stock 1,031.2 983.8 1,024.5 975.3 Income per Common Share: Basic - Net income $ 1.30 $ 0.64 $ 3.06 $ 0.91 Preferred stock dividends ( 0.24 ) ( 0.22 ) ( 0.46 ) ( 0.40 ) Non-controlling interest dividends ( 0.06 ) — ( 0.06 ) — Net Income available to common stockholders $ 1.00 $ 0.42 $ 2.54 $ 0.51 Diluted - Net income $ 1.23 $ 0.61 $ 2.89 $ 0.87 Preferred stock dividends ( 0.22 ) ( 0.20 ) ( 0.43 ) ( 0.38 ) Non-controlling interest dividends ( 0.06 ) — ( 0.06 ) — Net income available to common stockholders $ 0.95 $ 0.41 $ 2.40 $ 0.49 The computation for the diluted number of shares excludes unvested restricted stock and unexercised stock options that are anti-dilutive. There were no anti-dilutive shares for the six-month period ended March 31, 2022 and 2021. Potentially diluted securities for the three and six-month period ended March 31, 2022 and 2021 are as follows: March 31, 2022 2021 Employee stock options 73,994 98,994 Non-employee stock options — 6,053 Convertible preferred stock — 310 73,994 105,357 16 Table of Contents 11. INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations for the three and six-month periods ended March 31, 2022 and 2021 is as follows (in thousands): For the Three Months Ended March 31, 2022 For the Six Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 For the Six Months Ended March 31, 2021 Federal taxes at statutory rates $ ( 394 ) $ ( 890 ) $ ( 172 ) $ ( 250 ) Permanent differences 10 — 10 7 State and local taxes, net of Federal benefit ( 221 ) ( 390 ) ( 60 ) ( 94 ) Total $ ( 605 ) $ ( 1,280 ) $ ( 222 ) $ ( 337 ) 12. BUSINESS SEGMENT INFORMATION As referenced above in Note 1, the Company operates in three reportable segments: Logistics (previously known as Global Logistics Services), Life Sciences and Manufacturing. The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. The following tables presents selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2022: For the three months ended March 31, 2022 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenue $ 80,851 $ 75,073 $ 3,275 $ 2,503 $ — Forwarding expenses and cost of revenues 64,342 62,281 867 1,194 — Gross profit 16,509 12,792 2,408 1,309 — Selling, general and administrative 13,875 10,066 1,283 765 1,761 Amortization of intangible assets 487 — — — 487 Income (loss) from operations 2,147 2,726 1,125 544 ( 2,248 ) Interest expense 269 217 28 24 — Identifiable assets 130,112 71,721 11,587 4,021 42,783 Capital expenditures $ 101 $ 24 $ 56 $ 21 $ — For the six months ended March 31, 2022 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenue $ 164,165 $ 152,629 $ 6,519 $ 5,017 $ — Forwarding expenses and cost of revenues 132,167 127,891 1,868 2,408 — Gross profit 31,998 24,738 4,651 2,609 — Selling, general and administrative 26,213 19,415 2,533 1,494 2,771 Amortization of intangible assets 996 — — — 996 Income (loss) from operations 4,789 5,323 2,118 1,115 ( 3,767 ) Interest expense 548 441 57 50 — Identifiable assets 130,112 71,721 11,587 4,021 42,783 Capital expenditures $ 270 $ 89 $ 158 $ 23 $ — 17 Table of Contents The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and six months ended March 31, 2021: For the three months ended March 31, 2021 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenue $ 30,142 $ 24,373 $ 3,240 $ 2,529 $ — Forwarding expenses and cost of revenues 22,593 20,250 1,180 1,163 — Gross profit 7,549 4,123 2,060 1,366 — Selling, general and administrative 6,415 3,743 1,213 683 776 Amortization of intangible assets 293 — — — 293 Income (loss) from operations 841 380 847 683 ( 1,069 ) Interest expense 158 81 27 43 7 Identifiable assets 70,381 23,743 10,557 4,078 32,003 Capital expenditures $ 30 $ 24 $ 3 $ 3 $ — For the six months ended March 31, 2021 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenue $ 56,620 $ 46,633 $ 5,589 $ 4,398 $ — Forwarding expenses and cost of revenues 42,622 38,645 1,936 2,041 — Gross profit 13,998 7,988 3,653 2,357 — Selling, general and administrative 12,124 7,117 2,189 1,325 1,493 Amortization of intangible assets 544 — — — 544 Income (loss) from operations 1,330 871 1,464 1,032 ( 2,037 ) Interest expense 277 118 55 90 14 Identifiable assets 70,381 23,743 10,557 4,078 32,003 Capital expenditures $ 85 $ 43 $ 27 $ 15 $ — 13. FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): Level 3 March 31, 2022 September 30, 2021 Contingent earnout liabilities $ 3,600 $ 3,600 Level 3 Liabilities $ 3,600 $ 3,600 This liability relates to the estimated fair value of earnout payments to former ELFS owners for the earnout period ending March 31, 2022 and September 30, 2021. The current and non-current portions of the fair value of the contingent earnout liability at March 31, 2022 and September 30, 2021 are $ 1,054 and $ 2,546 , respectively. Refer to Note 2 to the Condensed Consolidated Financial Statements for ELFS acquisition information. The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation (in thousands): March 31, 2022 September 30, 2021 Balance beginning of period $ 3,600 $ — Fair value of contingent consideration recorded in connection with business combinations — 3,600 Change in fair value of contingent consideration — — Balance end of period $ 3,600 $ 3,600 18 Table of Contents 14. LEASES The Company has operating leases for office and warehouse space in all districts where it conducts business. As of March 31, 2022, the remaining terms of the Company’s operating leases were between one and 60 months, and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement. The components of lease cost for the three and six-month periods ended March 31, 2022 and 2021 are as follows (in thousands): Three Months Ended March 31, 2022 Six Months Ended March 31, 2022 Three Months Ended March 31, 2021 Six Months Ended March 31, 2021 Operating lease cost $ 228 $ 380 $ 241 $ 486 Short-term lease cost 340 820 14 14 Total lease cost $ 568 $ 1,200 $ 225 $ 500 Rent expense for the six months ended March 31, 2022 and 2021 was $ 1,200 and $ 500 , respectively. Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of March 31, 2022 were $ 5,924 , $ 1,713 and $ 4,373 , respectively . Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2021 were $ 2,936 , $ 1,281 and $ 1,751 , respectively. During the six months ended March 31, 2022, the Company, through its wholly owned subsidiary ELFS, entered into new operating leases and recorded an additional $ 3,842 in operating lease right of use assets and corresponding lease liabilities. As of March 31, 2022 and September 30, 2021, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 5.0 years and 3.16 % and 2.9 years and 3.89 %, respectively. Future minimum lease payments under non-cancelable operating leases as of March 31, 2022 are as follows (in thousands): 2022 $ 1,709 2023 1,390 2024 1,091 2025 734 2026 623 Thereafter 1,011 Total undiscounted loan payments 6,558 Less: Imputed interest ( 472 ) Total lease obligation $ 6,086 19 Table of Contents