What changed in this filing

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Item 1. Business

2023-12-08 compared with 2022-12-09 · 110 added, 110 removed, 138 unchanged (61% of the section changed)

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Logistics, Life Sciences and Manufacturing.

The Company strives to

create shareholder value primarily through three strategic priorities:

The Company strives

to create shareholder value primarily through three strategic priorities:

supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel capital at high risk-adjusted rates of return; and attracting and

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Management at the Janel holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate.

Janel expects to grow through

its subsidiaries’ organic growth and by completing acquisitions.

Janel expects to grow

through its subsidiaries’ organic growth and by completing acquisitions.

We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments.

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trucking and other value-added logistics services.

In addition to these revenue streams, the Company

earns accessorial revenue in connection with its core services.

Accessorial revenue includes, but is not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor

On September 21, 2021, the Company completed a business combination whereby it acquired all the membership interests of Expedited Logistics and Freight Services, LLC (“ELFS”) and related

subsidiaries, which we include in our Logistics segment.

On December 31, 2020, the Company completed a business combination whereby it acquired substantially all of the assets and certain liabilities of W.R.

of LA., Inc., (“W.R.

which we include in our Logistics segment.

In addition to these revenue streams, the

Company earns accessorial revenue in connection with its core services.

Accessorial revenue includes, but is not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional

labor charges.

Life Sciences

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on an original equipment manufacturer (OEM) basis.

On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which we include in our Life Sciences segment.

On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall, PhD Ltd., which we include in our Life Sciences segment.

On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we include in our Life Sciences

On August 15, 2022, the Company completed a business combination whereby it acquired all the membership interests of ECM Biosciences LLC, which we include in our Life Sciences segment.

On December 4, 2020, the Company completed a business combination whereby it acquired all the membership interests of ImmunoChemistry Technologies, LLC (“ICT”), which we include in our Life Sciences

Manufacturing

The Company’s Manufacturing segment is comprised of Indco, Inc.

Indco is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatuses for

specific applications within various industries.

Indco is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatuses

for specific applications within various industries.

Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production orders.

Recent Investment

Investment in Marketable Securities - Rubicon

On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc.

("Rubicon"), at a price per share of $20.00, in a cash tender

offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the "Rubicon Purchase Agreement").

Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represent 44.99% of

Rubicon's issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022.

Rubicon is a vertically integrated, advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems.

Rubicon uses proprietary crystal growth

technology to produce high-quality sapphire products to meet customers exacting specifications.

The purpose of our investment in Rubicon is for Janel to acquire a significant ownership interest in Rubicon, together with representation on Rubicon's Board, in an attempt to (i) restructure the

Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss ("NOL") carry-forward assets.

Although we are optimistic about our investment in Rubicon, our investment involves risks and uncertainties that

are beyond our control, including those discussed herein under Item 1A, Risk Factors.

(“Rubicon”), at a price per share of $20.00, in a cash

tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”).

Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represent

45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022.

The Company owned

approximately 46.6% of Rubicon’s issued and outstanding shares of common stock as of September 30, 2023.

Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems.

The purpose of our investment in Rubicon is for Janel to

acquire a significant ownership interest in Rubicon, together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss

carry-forward assets.

Although we are optimistic about our investment in Rubicon, our investment involves risks and uncertainties that are beyond our control, including those discussed herein under Item 1A, Risk Factors.

The Company’s Logistics segment helps clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability.

Key services include customs entry filing;

Key services include customs entry

arrangement of freight forwarding by air, ocean and ground;

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Our Logistics segment earns flat fees for certain services, such as customs entry filing.

For brokered services, Logistics earns the difference between the rate charged by a service provider and the

rate Logistics charges the customer for the provider’s service.

Its freight consolidation activities, in addition to on-going volume-based relationships with providers, allow Logistics to command preferred service rates that can be passed on

profitably to the customer.

For brokered services, Logistics earns the difference between the rate charged by a service provider

and the rate Logistics charges the customer for the provider’s service.

Its freight consolidation activities, in addition to on-going volume-based relationships with providers, allow Logistics to command preferred service rates that can be passed

on profitably to the customer.

As a non-asset-based logistics provider, we own only a minimal amount of equipment.

We generally expect to neither own nor operate any material transportation assets and, consequently, arrange for

transportation of our customers’ shipments via trucking companies, commercial airlines, air cargo carriers, railroads, ocean carriers and other non-asset based third-party providers.

By not owning the transportation equipment used to transport

the freight, which results in relatively minimal fixed operating costs, we are able to leverage our network of locations to offer competitive pricing and flexible solutions to our customers.

Moreover, our balanced product offering provides us

with revenue streams from multiple sources and enables us to retain customers even as they shift across various modes of transportation.

We believe our low capital intensity model allows us to provide low-cost solutions to our customers, operate

our business with strong cash flow characteristics and retain significant flexibility in responding to changing industries and economic conditions.

We generally expect to neither own nor operate any material transportation assets and, consequently, arrange

for transportation of our customers’ shipments via trucking companies, commercial airlines, air cargo carriers, railroads, ocean carriers and other non-asset based third-party providers.

By not owning the transportation equipment used to

transport the freight, which results in relatively minimal fixed operating costs, we are able to leverage our network of locations to offer competitive pricing and flexible solutions to our customers.

Moreover, our balanced product offering

provides us with revenue streams from multiple sources and enables us to retain customers even as they shift across various modes of transportation.

We believe our low capital intensity model allows us to provide low-cost solutions to our

customers, operate our business with strong cash flow characteristics and retain significant flexibility in responding to changing industries and economic conditions.

During the fiscal year ended September 30, 2023, Logistics handled approximately 152,000 individual import and export shipments originating or terminating in countries around the world.

Approximately 42% of the revenues from these activities related to ocean freight, 32% to trucking, 16% to air freight, 5% to custom brokerage trucking and the remainder of 5% to other.

Based upon revenues, our customers are diverse, with the largest individual customer accounting for about 3.5% of revenues and the top ten customers accounting for 22.1% of revenues during fiscal

As of September 30, 2022, our Logistics segment operated out of twenty-five full-service locations in the United States and maintained a network of independent agent relationships in many trading

countries, giving it the ability to provide a global service to its clients.

Approximately 49% of the revenues from these activities related to trucking, 25% to ocean freight, 14% to air freight, 5% to custom brokerage and the remainder of 7% to other.

Based upon revenues, our customers are diverse, with the largest individual customer accounting for about 3.0% of revenues and the top ten customers accounting for 14.9% of revenues during

As of September 30, 2023, our Logistics segment operated out of twenty-five full-service locations in the United States and maintained a network of independent agent relationships in many

trading countries, giving it the ability to provide a global service to its clients.

Each office is responsible for its growth and profitability.

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The logistics industry is highly fragmented, with low barriers to entry and intense competition.

Our Logistics segment competes against providers ranging in size from “mom-and-pop” businesses to

multi-national firms with hundreds of offices worldwide.

Our Logistics segment competes against providers ranging in size from “mom-and-pop” businesses

to multi-national firms with hundreds of offices worldwide.

Many of our Logistics customers utilize more than one logistics provider.

The freight forwarding industry requires dealings in currencies other than the U.S.

As a result, our Logistics segment is exposed to the inherent risks of international currency markets and

governmental interference.

As a result, our Logistics segment is exposed to the inherent risks of international currency markets

and governmental interference.

Some countries in which the Logistics segment maintains agent relationships have currency control regulations that influence our ability to hedge foreign currency exposure.

Logistics tries to manage these exposures by

accelerating international currency settlements among those agents.

Logistics tries to manage these exposures

by accelerating international currency settlements among those agents.

Historically, the quarterly operating results of the Logistics segment have been subject to seasonal trends.

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A significant portion of Logistics segment revenues are derived from customers in industries with shipping patterns tied to consumer demand and/or just-in-time production schedules.

Many Logistics

customers may ship a significant portion of their goods at or near the end of a quarter.

Therefore, the timing of revenues is, to a large degree, affected by factors beyond the segment's control, such as shifting consumer demand for retail goods

and manufacturing production delays.

Logistics customers may ship a significant portion of their goods at or near the end of a quarter.

Therefore, the timing of revenues is, to a large degree, affected by factors beyond the segment’s control, such as shifting consumer demand for

retail goods and manufacturing production delays.

We cannot accurately forecast many of these factors, nor can we estimate the relative impact of any given factor.

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Interstate and international transportation of freight is highly regulated.

Failure to comply with applicable state and federal regulations, or to maintain required permits or licenses, can result

in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers.

Failure to comply with applicable state and federal regulations, or to maintain required permits or licenses, can

result in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers.

We cannot give assurance as to the degree or cost of future regulations on our business.

regulations affecting our current and prospective operations are described below.

of the regulations affecting our current and prospective operations are described below.

Logistics is a customs broker licensed and permitted by U.S.

Customs and Border Protection (“CBP”).

customs brokers are required to maintain prescribed records and are subject to periodic

audits by CBP.

customs brokers are required to maintain prescribed records and are subject to

periodic audits by CBP.

Logistics is a registered Ocean Transportation Intermediary (“OTI”) and is licensed as a non-vessel operating common carrier (“NVOCC”) by the Federal Maritime Commission (“FMC”).

The FMC has established certain qualifications for

shipping agents, including certain surety bonding requirements.

We also operate as a Transportation Security Administration (“TSA”) certified Indirect Air Carrier (“IAC”), providing air freight services, subject to commercial standards set forth

by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration.

The FMC has established certain

qualifications for shipping agents, including certain surety bonding requirements.

We also operate as a Transportation Security Administration (“TSA”) certified Indirect Air Carrier (“IAC”), providing air freight services, subject to commercial

standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration.

Air freight forwarding operations are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act, as enforced by the Federal Aviation Administration of the U.S.

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Surface freight forwarding operations are subject to various state and federal statutes and are regulated by the Federal Motor Carrier Safety Administration of the U.S.

Department of Transportation

and, to a very limited extent, the Surface Transportation Board.

Department of

Transportation and, to a very limited extent, the Surface Transportation Board.

These federal agencies have broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the business;

specified mergers, consolidations and acquisitions;

to approve specified mergers, consolidations and acquisitions;

and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas.

The Federal Motor Carrier Safety Administration also has the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges and accounting systems;

require periodic financial reporting;

and to regulate insurance, driver qualifications, operation of motor vehicles, parts and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance standards and

other safety related matters.

The Federal Motor Carrier Safety Administration also has the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges and accounting

to require periodic financial reporting;

and to regulate insurance, driver qualifications, operation of motor vehicles, parts and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance

standards and other safety related matters.

The federal laws governing interstate motor carriers have both direct and indirect application to the Company.

The breadth and scope of the federal regulations may affect our operations and the motor carriers that

are used in the provisioning of the transportation services.

The breadth and scope of the federal regulations may affect our operations and the motor

carriers that are used in the provisioning of the transportation services.

In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services.

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In our customer contracts, we may agree to assume cargo liability up to a stated maximum.

We typically do not assume cargo liability above minimum industry standards in our international freight forwarding, ocean transportation or air freight businesses on international or domestic air

We typically do not assume cargo liability above minimum industry standards in our international freight forwarding, ocean transportation or air freight businesses on international or domestic

air shipments.

With regards to international freight forwarding, ocean transportation and international domestic air freight shipments, we offer our customers the option to purchase shippers’ insurance coverage to insure goods in transit.

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We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier.

We also carry various liability

insurance policies, including automobile and general liability, with an umbrella policy.

We also carry various

liability insurance policies, including automobile and general liability, with an umbrella policy.

Life Sciences

The Company’s wholly-owned Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research

and provides antibody manufacturing for academic and industry research scientists.

The Company’s wholly-owned Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical

research and provides antibody manufacturing for academic and industry research scientists.

Our Life Sciences segment also produces products for life science companies on an original equipment manufacturer (OEM) basis.

Through a combined portfolio of nearly 3,000 products and a range of

custom services, the Life Sciences segment provides the scientific community with high-quality tools to support critical research efforts.

Our Life Sciences segment is based in Davis, California on an owned 40-acre facility and two other leased locations in the U.S.

Our growth strategy is to place high-quality products in the hands of

more researchers to accelerate scientific discovery.

Through a combined portfolio of nearly 3,000 products and a range

of custom services, the Life Sciences segment provides the scientific community with high-quality tools to support critical research efforts.

Our Life Sciences segment is based in Davis, California on an owned 40-acre facility and three

other leased locations in the U.S.

Our growth strategy is to place high-quality products in the hands of more researchers to accelerate scientific discovery.

Our growth strategies include:

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Operational improvement :

We continue to enhance our operational designs and processes to be more efficient, which supports higher profitability and enables us to devote

more resources to investments in growth and innovation.

We continue to enhance our operational designs and processes to be more efficient, which supports higher profitability and enables us to

devote more resources to investments in growth and innovation.

Attract and retain exceptional talent :

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Acquisitions and investments :

We intend to grow by acquiring new businesses with high-quality reputations that will benefit from our combined innovation and operational

We intend to grow by acquiring new businesses with high-quality reputations that will benefit from our combined innovational and

operational strength.

Customers and distribution methods:

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Our Life Sciences segment is subject to regulation.

One of our subsidiaries, Antibodies, Inc., maintains International Organization of Standardization certification for medical devices to support

our manufacturing operation.

One of our subsidiaries, Antibodies, Inc., maintains International Organization of Standardization certification for medical devices to

support our manufacturing operation.

We also comply with regulations related to the United States Department of Agriculture, National Institutes of Health, Office of Laboratory Animal Welfare and the United States Food and Drug Administration.

our customers are regulated and must verify our compliance with their standards throughout the supply chain, which requires us to maintain careful records.

The failure to comply with these regulations may impair our ability to compete in the

Many of our customers are regulated and must verify our compliance with their standards throughout the supply chain, which requires us to maintain careful records.

The failure to comply with these regulations may impair our ability to compete in

the marketplace.

Manufacturing

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Indco’s headquarters and manufacturing operations are located in a single owned facility in New Albany, Indiana.

Indco provides solutions for the mixing needs of customers operating in diverse industries, including chemicals, inks, paints, construction, plastics, adhesives, cosmetics, food and pharmaceuticals.

Indco provides solutions for the mixing needs of customers operating in diverse industries, including chemicals, inks, paints, construction, plastics, adhesives, cosmetics, food and

pharmaceuticals.

Solutions include standard product configurations, both manufactured and distributed, available for order from Indco’s website and its print catalog, which is mailed quarterly.

In addition, Indco manufactures custom-designed mixing solutions that

Indco helps specify, design, machine, assemble and distribute.

In addition, Indco manufactures custom-designed

mixing solutions that Indco helps specify, design, machine, assemble and distribute.

During the fiscal year ended September 30, 2023, Indco made approximately 3,900 individual shipments to customers.

In fiscal 2022, approximately 83% of Indco’s revenue came from

manufacturing activity.

In fiscal 2023, approximately 86% of Indco’s

revenue came from manufacturing activity.

The remainder of its revenue came from non-manufactured product distribution activity.

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Indco relies on a variety of providers of raw materials, mechanical components and other services in order to manufacture its products.

These providers include national and multi-national suppliers

for common industrial components such as motors, gear drives, motor controls and many other standard hardware products.

Additionally, regional and local suppliers provide Indco-specific parts such as castings and fabricated metal components.

materials–primarily steel bars, plates and shafts–are sourced from domestic steel mills through local distributors.

Alternative or substantially similar options are available from suppliers other than those Indco currently employs.

cast or fabricated parts are at greater risk of supply interruption, alternative equivalent suppliers are typically available.

These providers include national and multi-national

suppliers for common industrial components such as motors, gear drives, motor controls and many other standard hardware products.

Additionally, regional and local suppliers provide Indco-specific parts such as castings and fabricated metal

Raw materials–primarily steel bars, plates and shafts–are sourced from domestic steel mills through local distributors.

Alternative or substantially similar options are available from suppliers other than those Indco currently

While custom cast or fabricated parts are at greater risk of supply interruption, alternative equivalent suppliers are typically available.

Our growth strategy within the industrial mixer business is to enhance our reputation as a high-quality manufacturer of often customized products to meet specialized mixing needs.

Indco’s products

are frequently utilized in mission-critical applications, making our high-quality and strong service offering highly valuable to our customers.

Our growth strategy includes keeping our direct relationship with the customer relevant through our

web presence, introducing new relevant products and expanding our reach into new and existing markets with sales efforts and partners.

products are frequently utilized in mission-critical applications, making our high-quality and strong service offering highly valuable to our customers.

Our growth strategy includes keeping our direct relationship with the customer relevant

through our web presence, introducing new relevant products and expanding our reach into new and existing markets with sales efforts and partners.

The industrial mixer manufacturing industry is highly fragmented with low barriers to entry.

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Government regulation directly governing Indco’s industrial mixer product line is minimal.

Changing energy efficiency standards, however, as mandated by the Department of Energy, can, over time,

affect electric motor manufacturers whose products are used by Indco.

Changing energy efficiency standards, however, as mandated by the Department of Energy, can, over

time, affect electric motor manufacturers whose products are used by Indco.

Historically, these changes have resulted in only minor changes to our product line.

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Janel maintains a website ( http://www.janelcorp.com ) where certain corporate governance documents and links to its subsidiaries’ websites can be found.

Janel’s periodic reports filed with the

SEC can be accessed at the SEC’s website ( http://www.sec.gov ) and indirectly through Janel’s website ( http://www.janelcorp.com ).

The information contained or connected to our website is not incorporated by reference into this Annual

Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.

Janel’s periodic reports filed

with the SEC can be accessed at the SEC’s website ( http://www.sec.gov ) and indirectly through Janel’s website ( http://www.janelcorp.com ).

The information contained or connected to our website is not incorporated by reference into

this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business