Janel SEC Filings

Janel Corporation reported higher revenue but lower earnings and cash flow for the quarter ended March 31, 2026. Total revenue rose to $57,444 from $50,731 a year earlier, driven mainly by Logistics, where revenue increased to $51,484. Six‑month revenue reached $113,483 versus $102,085.

Despite stronger sales, net income available to common stockholders fell to $605 for the quarter and $924 for six months, down from $1,332 and $1,662, as operating expenses and interest costs increased. Diluted EPS for the quarter declined to $0.50 from $1.10.

Operating cash flow swung to an outflow of $9,696 for the first half of fiscal 2026, compared with an inflow of $7,067 a year earlier, largely reflecting reductions in accounts payable. Cash and cash equivalents were $8,785, while lines of credit outstanding grew to $17,845. The company continued executing its acquisition strategy, consolidating Rubicon Technology, increasing stakes in Biosensis, and, after quarter‑end, agreeing to acquire an antibody product line from BioPorto A/S for $9,000 plus potential earnouts.

Janel Corporation reported higher revenue but mixed profit and cash flow for the quarter ended December 31, 2025. Revenue rose 9.1% to $56.0 million, driven mainly by acquisitions in the Logistics and Life Sciences segments. Gross profit increased to $18.1 million from $15.1 million.

However, income from operations declined to $1.0 million from $1.2 million, and net income attributable to Janel fell to $0.4 million from $0.7 million. Net income attributable to common stockholders was $0.3 million, or $0.27 per diluted share, slightly below $0.28 a year earlier.

Logistics remained the growth engine, with revenue up to $50.8 million and operating income rising to $3.4 million on stronger margins and recent acquisitions. Life Sciences revenue grew but operating income decreased as new acquisition costs weighed on results. Manufacturing revenue and gross margin declined year over year.

Operating cash flow swung to an outflow of $14.5 million, mainly due to higher accounts receivable and lower payables. Janel refinanced its borrowing arrangements through a new $59.1 million credit facility, using the proceeds to repay $33.0 million of existing loans. Total assets reached $176.1 million and stockholders’ equity increased to $28.9 million.

Janel Corporation reported the results of its annual stockholder meeting held on February 4, 2026. Stockholders elected seven directors, with each nominee receiving a majority of votes cast; most directors received around 890,000 votes in favor, with minimal opposition or abstentions.

Stockholders also approved, on a non-binding basis, the compensation of the Company’s executive officers, with 888,726 votes for, 28 against and 2,262 abstentions. In a separate advisory vote on how often to hold future say-on-pay votes, stockholders favored a three-year frequency, with 797,170 votes for three years and 91,601 votes for one year.

Janel Corporation changed its independent auditor effective December 30, 2025. The Audit Committee dismissed Prager Metis CPAs, LLC and engaged Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year 2026 audit.

Prager’s audit reports on Janel’s financial statements for the fiscal years ended September 30, 2025 and September 30, 2024 were clean, with no adverse opinions, disclaimers, or qualifications related to uncertainty, audit scope, or accounting principles. The company reports there were no disagreements or reportable events with Prager during those periods.

Janel states that it did not consult Baker Tilly during those fiscal years on specific accounting transactions, potential audit opinions, or matters involving disagreements or reportable events. Prager provided a letter to the SEC agreeing to the company’s disclosures, which is included as an exhibit.

Janel Corporation entered into a new senior secured credit agreement on December 29, 2025, providing revolving, term loan and acquisition facilities with aggregate principal commitments up to $59,120,000. The structure includes a $40,000,000 revolving facility, a $6,000,000 term loan, a $3,120,000 mortgage loan, and an acquisition facility of up to $10,000,000, plus up to $15,000,000 of incremental acquisition commitments.

A portion of the new facility was used to repay all outstanding obligations under prior Santander and First Merchants Bank senior credit arrangements serving the company’s Logistics, Life Sciences and Manufacturing segments. Borrowings are secured by substantially all real and personal property of the obligor group, carry interest based on a base rate or term SOFR plus a margin tied to leverage, and are subject to financial covenants, including a minimum fixed charge coverage ratio of 1.20:1.00 and maximum leverage and secured leverage ratios of 4.50:1.00 and 3.50:1.00. The facility may be prepaid without penalty and matures on December 29, 2030.

Janel Corporation is asking stockholders to vote at its February 4, 2026 annual meeting on three items: electing seven directors, approving executive compensation on an advisory basis, and choosing how often to hold future say‑on‑pay votes, where the Board recommends every three years. Stockholders of record as of December 8, 2025, holding 1,186,354 common shares in total, are entitled to vote in person or by proxy.

The proxy describes Janel’s governance structure, committee memberships and director pay, including a standard annual cash retainer of $40,000 and 2,500 options for non‑employee directors. It also highlights ownership concentration, with directors and executive officers as a group holding about 69% of the common stock as of December 5, 2025. Pay‑versus‑performance data show net income of $5.7 million and Adjusted Operating Income of $10.5 million for fiscal 2025, with executive incentives focused on AOI rather than net income.

Janel Corporation files its annual report detailing a diversified holding company with three main segments: Logistics, Life Sciences and Manufacturing. Logistics is a non-asset-based freight forwarder and customs broker operating from 28 U.S. locations and handling about 148,000 shipments in fiscal 2025, with revenue spread across trucking, ocean, air and customs services. Life Sciences manufactures and distributes antibodies and reagents from facilities in the U.S. and Australia, supplemented by custom services and OEM supply. Manufacturing, through Indco, produces industrial mixing equipment from a single Indiana facility.

Janel has grown via acquisitions in all segments, including recent majority stakes in logistics providers and biotech businesses. It also holds a 46.6% equity stake in Rubicon Technology. The report highlights significant risks: reliance on third-party carriers, regulatory and environmental exposure, volatile trade and tariff policy, climate-related disruptions, substantial debt, customer concentration without long-term contracts, complex IT integration after acquisitions and the controlling influence of a small group of shareholders.

Janel Corp (JANL) insider Darren Seirer filed an initial statement of beneficial ownership as a director, Chairman, President, CEO, and 10% owner. The filing reports indirect beneficial ownership of 439,993 shares of Janel common stock, held through Oaxaca Group L.L.C. As of January 1, 2023, he did not directly own any Janel securities.

The filing explains that Oaxaca Group L.L.C. is owned by Seirer and his spouse, and that he may be deemed to share beneficial ownership of the shares it holds. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, meaning his economic stake in them.