United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2024~~2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No: 0-11740

MESA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

	Colorado		84-0872291
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification number)

	12100 West Sixth Avenue
	Lakewood, Colorado		80228
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 987-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name on each exchange on which registered
Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date:

There were 5,~~433~~501,~~607~~454 shares of the Issuer’s common stock, no par value, outstanding as of ~~January~~July 2829, 2025.

Table of Contents

Table of Contents

Part I. Financial Information		1
	Item 1. Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income	3
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1619
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	2329
	Item 4. Controls and Procedures	2429
Part II. Other Information		2530
	Item 1. Legal Proceedings	2530
	Item 1A. Risk factors	2530
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2530
	Item 5. Other Information	2530
	Item 6. Exhibits	2631
	Signatures	2732
	Exhibit 31.1 Certifications Pursuant to Rule 13a-14(a)
	Exhibit 31.2 Certifications Pursuant to Rule 13a-14(a)
	Exhibit 32.1 Certifications Pursuant to Rule 13a-14(b) and 18 U.S.C Section 1350
	Exhibit 32.2 Certifications Pursuant to Rule 13a-14(b) and 18 U.S.C Section 1350

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

Mesa Laboratories, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share amounts)

	December 31,			March 31,
	June 30,			March 31,
	2024			2024
	2025			2025
ASSETS
Current assets:
Cash and cash equivalents	$	3021,~~956~~279		$	2827,~~214~~321
Accounts receivable, less allowance for credit losses of $1,060 and $1,321, respectively		38,647			39,055
Accounts receivable, less allowance for credit losses of $1,190 and $1,186, respectively		39,068			41,970
Inventories		28,~~122~~106			3225,~~675~~365
Prepaid expenses and other current assets		139,~~120~~805			98,~~408~~029
Total current assets		~~110~~98,~~845~~258			~~109~~102,~~352~~685
Noncurrent assets:
Property, plant and equipment, net of accumulated depreciation of $26,036 and $22,519 respectively		31,602			31,766
Property, plant and equipment, net of accumulated depreciation of $27,827 and $26,421, respectively		31,692			32,333
Deferred tax asset		1,~~242~~474			1,~~292~~371
Other assets		18,~~126~~868			1018,~~538~~324
Customer relationships, net		73,~~797~~524			8572,~~383~~880
Other intangibles, net		2423,~~384~~877			2823,~~369~~995
Goodwill		~~177~~188,~~152~~050			~~180~~181,~~096~~760
Total assets	$	~~437~~435,~~148~~743		$	~~446~~433,~~796~~348
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,~~087~~270		$	65,~~041~~747
Accrued payroll and benefits		1310,~~919~~426			917,~~935~~858
Unearned revenues		1415,~~608~~077			1514,~~478~~710
Other accrued expenses		2216,~~351~~070			1224,~~858~~601
Term loan, current portion		34,~~750~~219			-3,750
Convertible senior notes, current portion, net of debt issuance costs		97,163			-
Convertible notes, current portion, net of debt issuance costs		97,432			97,297
Total current liabilities		~~155~~149,~~878~~494			44163,~~312~~963
Noncurrent liabilities:
Deferred tax liability	$	1821,~~800~~563			1920,~~780~~181
Other noncurrent liabilities		12,~~453~~657			1512,~~613~~472
Revolving line of credit		27,000			50,500
Term loan, noncurrent portion, net of discounts and debt issuance costs		65,533			66,902
Term loan, noncurrent portion, net of discounts and debt issuance costs		67,803			-
Revolving line of credit		14,000			10,000
Convertible senior notes, noncurrent portion, net of debt issuance costs		-			171,198
Total liabilities		263,247			273,518
Total liabilities		281,934			301,403
Stockholders’ equity:
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,433,603 and 5,394,491 shares, respectively		352,788			343,642
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,501,454 and 5,455,421 shares, respectively		361,361			358,541
(Accumulated deficit)		(~~180~~185,~~952~~067	)		(~~183~~188,~~494~~936	)
Accumulated other comprehensive (loss)		(163,~~622~~798	)		(149,~~755~~775	)
Total stockholders’ equity		~~155~~172,~~214~~496			~~145~~159,~~393~~830
Total liabilities and stockholders’ equity	$	~~437~~435,~~148~~743		$	~~446~~433,~~796~~348

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of ~~Operations~~Income

(unaudited)

(in thousands, except per share data)

		Three Months Ended December 31,						Nine Months Ended December 31,
	Three Months Ended June 30,
	2024			2023			2024			2023
	2025			2024
Revenues	$	6259,~~840~~543		$	5358,~~473~~170		$	~~178,843~~		$	~~157,283~~
Cost of revenues		2322,~~086~~604			20,~~071~~921			~~66,385~~			~~60,589~~
Gross profit		3936,~~754~~939			3337,~~402~~249			~~112,458~~			~~96,694~~
Operating expense:
Selling		10,~~450~~933			910,~~737~~116			~~30,415~~			~~28,363~~
General and administrative		1817,~~472~~958			1916,~~438~~818			~~52,754~~			~~55,024~~
Research and development		54,~~053~~984			4,~~294~~735			~~14,422~~			~~14,098~~
Total operating expense		33,~~975~~875			3331,~~469~~669			~~97,591~~			~~97,485~~
Operating income (loss)		5,779			(67	)		14,867			(791	)
Operating income		3,064			5,580
Non-operating expense:
Non-operating (income) expense:
Interest expense and amortization of debt issuance costs		2,~~842~~198			12,~~856~~842			~~9,340~~			~~3,809~~
(Gain) on extinguishment of convertible senior notes		-			-			(2,887	)		-
(Gain) on extinguishment of convertible notes		-			(2,887	)
Other expense (income), net		5,154			(3,869	)		2,914			(4,284	)
Other (income) expense, net		(6,146	)		1,720
Total non-operating expense (income), net		7,996			(2,013	)		9,367			(475	)
Total non-operating (income) expense, net		(3,948	)		1,675
(Loss) earnings before income taxes		(2,217	)		1,946			5,500			(316	)
Earnings before income taxes		7,012			3,905
Income tax (benefit) expense		(541	)		(170	)		360			(653	)
Income tax expense		2,270			517
Net (loss) income	$	(1,676	)	$	2,116		$	5,140		$	337
Net income	$	4,742		$	3,388
(Loss) earnings per share:
Earnings per share:
Basic	$	(0.3187	)	$	0.3963		$	~~0.95~~		$	~~0.06~~
Diluted	$	(0.3185	)	$	0.3962		$	~~0.94~~		$	~~0.06~~
Weighted-average common shares outstanding:
Basic		5,~~429~~465			5,~~393~~397			~~5,413~~			~~5,384~~
Diluted		5,~~429~~553			5,~~396~~424			~~5,464~~			~~5,394~~

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income

(unaudited)

(in thousands)

		Three Months Ended December 31,					Nine Months Ended December 31,
	Three Months Ended June 30,
	2024			2023		2024			2023
	2025			2024
Net (loss) income	$	(1,676	)	$	2,116	$	5,140		$	337
Net income	$	4,742		$	3,388
Other comprehensive (loss) income:
Other comprehensive income:
Foreign currency translation adjustments		(65,~~951~~977	)		~~10,965~~452		~~(1,867~~	)		~~2,951~~
Comprehensive (loss) income	$	(8,627	)	$	13,081	$	3,273		$	3,288
Comprehensive income	$	10,719		$	3,840

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(dollars in thousands, except per share data)

	Common Stock
	Number of Shares			Amount			(Accumulated Deficit) Retained Earnings			AOCI*			Total
March 31, 2024		5,394,491		$	343,642		$	(183,494	)	$	(14,755	)	$	145,393
March 31, 2025		5,455,421		$	358,541		$	(188,936	)	$	(9,775	)	$	159,830
Vesting of restricted stock units and exercise of stock options		20,858			-			-			-			-
Vesting of restricted stock units		57,348			-			-			-			-
Tax withholding on vesting of restricted stock units		(611,~~194~~315	)		(~~571~~1,061	)		-			-			(~~571~~1,061	)
Dividends paid, $0.16 per share		-			-			(~~863~~873	)		-			(~~863~~873	)
Stock-based compensation expense		-			23,~~928~~881			-			-			23,~~928~~881
Foreign currency translation		-			-			-			~~452~~5,977			~~452~~5,977
Net income		-			-			34,~~388~~742			-			34,~~388~~742
June 30, 2024		5,409,155		$	345,999		$	(180,969	)	$	(14,303	)	$	150,727
June 30, 2025		5,501,454		$	361,361		$	(185,067	)	$	(3,798	)	$	172,496
Vesting of restricted stock units and exercise of stock options		13,006			-			-			-			-
Tax withholding on vesting of restricted stock units		(2,306	)		(307	)		-			-			(307	)
Dividends paid, $0.16 per share		-			-			(866	)		-			(866	)
Stock-based compensation expense		-			3,837			-			-			3,837
Foreign currency translation		-			-			-			4,632			4,632
Net income		-			-			3,428			-			3,428
September 30, 2024		5,419,855		$	349,529		$	(178,407	)	$	(9,671	)	$	161,451
Vesting of restricted stock units and exercise of stock options		13,780			23			-			-			23
Tax withholding on vesting of restricted stock units		(32	)		(3	)		-			-			(3	)
Dividends paid, $0.16 per share		-			-			(869	)		-			(869	)
Stock-based compensation expense		-			3,239			-			-			3,239
Foreign currency translation		-			-			-			(6,951	)		(6,951	)
Net (loss)		-			-			(1,676	)		-			(1,676	)
December 31, 2024		5,433,603		$	352,788		$	(180,952	)	$	(16,622	)	$	155,214

	Common Stock
	Number of Shares			Amount			(Accumulated Deficit) Retained Earnings			AOCI*			Total
March 31, 2023		5,369,466		$	332,076		$	74,199		$	(12,795	)	$	393,480
March 31, 2024		5,394,491		$	343,642		$	(183,494	)	$	(14,755	)	$	145,393
Vesting of restricted stock units and exercise of stock options		20,074			52			-			-			52
Vesting of restricted stock units		20,858			-			-			-			-
Tax withholding on vesting of restricted stock units		(56,~~260~~194	)		(~~712~~571	)		-			-			(~~712~~571	)
Dividends paid, $0.16 per share		-			-			(~~859~~863	)		-			(~~859~~863	)
Stock-based compensation expense		-			2,~~968~~928			-			-			2,~~968~~928
Foreign currency translation		-			-			-			~~(6,661~~452	)		~~(6,661~~452	)
Net (loss)		-			-			(549	)		-			(549	)
Net income		-			-			3,388			-			3,388
June 30, 2023		5,384,280		$	334,384		$	72,791		$	(19,456	)	$	387,719
June 30, 2024		5,409,155		$	345,999		$	(180,969	)	$	(14,303	)	$	150,727
Vesting of restricted stock units and exercise of stock options		7,464			304			-			-			304
Tax withholding on vesting of restricted stock units		(18	)		(2	)		-			-			(2	)
Dividends paid, $0.16 per share		-			-			(862	)		-			(862	)
Stock-based compensation expense		-			3,183			-			-			3,183
Foreign currency translation		-			-			-			(1,353	)		(1,353	)
Net (loss)		-			-			(1,230	)		-			(1,230	)
September 30, 2023		5,391,726		$	337,869		$	70,699		$	(20,809	)	$	387,759
Vesting of restricted stock units and exercise of stock options		2,415			2			-			-			2
Tax withholding on vesting of restricted stock units		(98	)		(12	)		-			-			(12	)
Dividends paid, $0.16 per share		-			-			(862	)		-			(862	)
Stock-based compensation expense		-			2,993			-			-			2,993
Foreign currency translation		-			-			-			10,965			10,965
Net income		-			-			2,116			-			2,116
December 31, 2023		5,394,043		$	340,852		$	71,953		$	(9,844	)	$	402,961

*Accumulated Other Comprehensive ~~Income~~ (Loss). Income

See accompanying notes to Condensed Consolidated Financial Statements.

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Table of Contents

Mesa Laboratories, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net income	$	54,~~140~~742		$	~~337~~3,388
Adjustments to reconcile net income to net cash from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		41,~~028~~404			21,~~899~~404
Amortization of acquisition-related intangibles		13,002			22,380
Amortization of intangible assets		4,553			4,061
Stock-based compensation expense		103,~~004~~881			92,~~144~~928
Gain on extinguishment of convertible notes		~~(2,887~~-	)		-(2,887	)
Amortization of step-up in inventory basis		~~1,232~~-			-778
Foreign currency adjustments		2(5,~~492~~986	)		~~(3,128~~826	)
Other		31,~~914~~250			~~2,206~~583
Cash from changes in operating assets and liabilities:
Accounts receivable, net		913,436			83,~~294~~482
Inventories		(~~539~~3,290	)		~~217~~(671	)
Prepaid expenses and other assets		(12,~~445~~436	)		(~~7,841~~451	)
Accounts payable		~~(1,919~~212	)		(~~1,656~~388	)
Accrued liabilities and taxes payable		1(5,~~879~~928	)		(~~124~~1,391	)
Unearned revenues		~~(849~~55	)		(~~1,478~~919	)
Net cash provided by operating activities		341,~~143~~893			3110,~~250~~743
Cash flows from investing activities:
Acquisitions, net of cash acquired		-			(79,700	)
Purchases of property, plant and equipment		(1,009	)		(891	)
Purchases of property, plant and equipment		(3,492	)		(2,032	)
Net cash (used in) investing activities		(1,009	)		(891	)
Net cash (used in) investing activities		(3,492	)		(81,732	)
Cash flows from financing activities:
Cash flows from financing activities:
Proceeds from debt borrowings		10,500			73,465
Proceeds from the issuance of debt, net		73,465			71,000
Debt repayments		(7,438	)		(9,438	)
Repayment of debt		(26,313	)		(22,000	)
GKE acquisition-related holdback payment		(9,555	)		-
Repurchase of convertible debt		(71,560	)		-
Repurchase of convertible notes		-			(71,560	)
Dividends paid		(~~2,598~~873	)		(~~2,583~~863	)
Other financing, net		(1,~~310~~061	)		(~~648~~1,023	)
Net cash (used in) provided by financing activities		(28,316	)		45,769
Net cash (used in) financing activities		(8,427	)		(9,419	)
Effect of exchange rate changes on cash and cash equivalents		~~407~~1,501			27(175	)
Net increase (decrease) in cash and cash equivalents		2,742			(4,686	)
Net (decrease) increase in cash and cash equivalents		(6,042	)		258
Cash and cash equivalents at beginning of period		2827,~~214~~321			3228,~~910~~214
Cash and cash equivalents at end of period	$	3021,~~956~~279		$	28,~~224~~472

Supplemental non-cash activity:
Right of use assets obtained in exchange for lease liabilities		$	9,596			$	4,220

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(dollar and share amounts in thousands, unless otherwise specified)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

In this quarterly report on Form 10-Q, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries, is collectively referred to as “we,” “us,” “our,” the “Company,” or “Mesa.”

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare, and medical device industries. We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and Asia Pacific, and by independent distributors ~~in these areas and~~ throughout the ~~rest of the~~ world. ~~We prefer markets~~ ~~in which we can establish a strong presence and achieve high gross profit margins.~~

As of ~~December~~June 3130, ~~2024~~2025, we managed our operations in four reportable segments, or divisions:

● Sterilization and Disinfection Control - manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection, and cleaning processes in the pharmaceutical, medical device, ~~pharmaceutical,~~ and healthcare industries. The division also provides testing and laboratory services, mainly to the dental and pharmaceutical industries. ● ~~Clinical~~Biopharmaceutical ~~Genomics~~Development - develops, manufactures, ~~and~~ sells ~~highly~~and ~~sensitive,~~services ~~low-cost,~~automated ~~high-throughput~~systems ~~genetic~~for protein analysis ~~tools~~(immunoassays) and ~~related~~peptide ~~consumables~~synthesis ~~and~~solutions. ~~services~~Immunoassays ~~that enable clinical research labs~~ and ~~contract~~peptide ~~research~~synthesis ~~organizations~~solutions toaccelerate ~~perform~~the ~~genomic~~discovery, ~~testing~~development ~~for~~and amanufacture ~~broad range~~ of ~~research~~biotherapeutic ~~applications in several therapeutic areas~~therapies, ~~such~~among asother ~~screenings for hereditary diseases, pharmacogenetics, oncology related~~ applications~~, and toxicology research~~.

● ~~Biopharmaceutical~~Calibration ~~Development~~Solutions - develops, manufactures, sells and services ~~automated~~quality ~~systems~~control ~~for~~products ~~protein~~using ~~analysis~~principles ~~(immunoassays)~~of ~~and~~advanced ~~peptide~~metrology ~~synthesis~~to ~~solutions.~~enable ~~Immunoassays~~customers to measure and ~~peptide~~calibrate ~~synthesis~~critical ~~solutions~~parameters ~~accelerate~~in ~~the~~applications ~~discovery,~~such ~~development~~as renal care, environmental and ~~manufacture~~process ofmonitoring, ~~biotherapeutic~~gas ~~therapies,~~flow ~~among~~and ~~other~~torque ~~applications~~testing.

● ~~Calibration~~Clinical ~~Solutions~~Genomics - develops, manufactures, and sells highly sensitive high-throughput genetic analysis tools and related consumables and services ~~quality~~that ~~control~~enable ~~products~~clinical ~~using~~research ~~principles~~labs ofand ~~advanced~~contract ~~metrology~~research organizations to ~~enable~~perform ~~customers~~genomic totesting ~~measure~~for ~~and~~a ~~calibrate~~broad ~~critical~~range ~~parameters~~of inresearch applications in several therapeutic areas, such as ~~environmental~~screenings ~~and~~for ~~process~~hereditary ~~monitoring~~diseases, ~~dialysis~~pharmacogenetics, ~~gas~~oncology ~~flow,~~related ~~air~~applications ~~quality~~ and ~~torque~~toxicology ~~testing~~research.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. In the opinion of management, such unaudited information includes all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of our financial position and results of operations. The results of operations for interim periods are not necessarily indicative of results that may be achieved for the entire year. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The Condensed Consolidated Financial Statements include the accounts of Mesa and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We made no material changes to the application of our significant accounting policies disclosed in our annual report on Form 10-K. This ~~quarterly~~ report should be read in conjunction with the consolidated financial statements included in our ~~annual~~Annual ~~report~~Report on Form 10-K for the year ended March 31, ~~2024~~2025.

Our fiscal year ends on March 31. References in this ~~quarterly~~ report to a particular “year” or “quarter” refer to our fiscal year or fiscal quarters, respectively.

Prior Period Reclassifications

For the nine months ended December 31, 2024, certain prior period amounts in our unaudited Condensed Consolidated Statements of Operations related to cash interest payments on acquisition holdback liabilities and non-cash debt issuance cost amortization have been reclassified out of "Other expense (income), net" and into "Interest expense and amortization of debt issuance costs." Additionally, prior period third-party costs related to the repurchase of a portion of our convertible senior notes have been reclassified out of "Other expense (income), net" and are reflected within the "(Gain) on extinguishment of convertible senior notes." These reclassifications have not resulted in any change to "Non-operating expense (income), net" nor in any material change to other amounts presented in our unaudited condensed consolidated financial statements for the three and nine months ended December 31, 2024.

Risks and Uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressures, the overall effects of economic uncertainty, and other factors. Changes in, and the resulting effects of, potential governmental stimulus or fiscal and monetary policies, interest rates, foreign currency values, supply chains, demand for goods and services, a global or regional recession, or other circumstances cannot be reliably predicted. Actual results could differ from our estimates.

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Risks and Uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressures, the overall effects of economic uncertainty, regulatory changes, and other factors. Changes in, and the resulting effects of, potential government trade, stimulus or fiscal and monetary policies, interest rates, foreign currency values, supply chains, demand for goods and services, global or regional recession, or other circumstances cannot be reliably predicted. Actual results could differ from our estimates.

Recent Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and have concluded that, other than as described below, they are either not applicable to us or are not expected to have a significant impact on our consolidated financial statements. We have not adopted any new accounting standards in fiscal year 2026.

Recently Issued Accounting Pronouncements

In ~~November~~December 2023, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") No. 2023-0709, "~~Segment~~Income ~~Reporting~~ Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures." ASU No. 2023-0709, ~~requires~~which ~~all~~enhances ~~annual~~the ~~disclosures~~transparency, ~~currently~~effectiveness ~~required by Topic 280 to be included in interim financial statements~~ and ~~requires~~comparability ~~disclosure~~ of ~~significant~~income ~~segment~~tax ~~expenses~~disclosures ~~regularly~~by ~~provided~~requiring toconsistent ~~the~~categories ~~chief~~and ~~operating~~greater ~~decision~~disaggregation ~~maker ("CODM"), a description~~ of ~~other~~information ~~segment~~related ~~items~~to byincome ~~reportable~~tax ~~segment,~~rate reconciliations and ~~applicable additional measures of segment profit or loss used by~~ the ~~CODM~~jurisdictions ~~when~~in ~~allocating resources~~which ~~and~~income ~~assessing~~taxes ~~business~~are ~~performance~~paid. The ~~ASU~~guidance is effective for ~~fiscal~~public ~~years~~business ~~beginning~~entities ~~after December 15, 2023 (our fiscal year 2025~~ for ~~annual periods) and interim periods within~~ fiscal years beginning after December 15, 2024 (our fiscal year 2026), ~~for~~with ~~interim~~early ~~periods)~~adoption onand aprospective or retrospective ~~basis.~~application permitted. Other than presentation ~~changes~~of toadditional disaggregated data in our ~~segment~~income tax footnote disclosures for annual periods, we do not expect the adoption of ASU No. 2023-0709 to have a material impact on our consolidated financial statements and disclosures.

In ~~December~~ November ~~2023~~2024, the FASB issued ASU No. ~~2023~~ 2024-0903, "~~Income~~Expense ~~Taxes~~Disaggregation Disclosures (~~Topic 740~~Subtopic 220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses." ASU No. ~~2023~~ 2024-~~09,~~03 ~~which~~requires that ~~enhances~~public ~~the~~business ~~transparency,~~entities ~~effectiveness~~disclose ~~and~~additional ~~comparability~~information ofabout ~~income~~specific ~~tax~~expense ~~disclosures~~categories byin ~~requiring~~the ~~consistent~~notes ~~categories~~to ~~and~~financial ~~greater~~statements ~~disaggregation~~at ofinterim ~~information~~and ~~related~~annual toreporting ~~income~~periods. ~~tax~~The ~~rate~~ASU ~~reconciliations~~is ~~and~~effective ~~the~~for ~~jurisdictions~~fiscal inyears ~~which~~beginning ~~income~~after December ~~taxes~~15, ~~are paid.~~2026 ~~The~~(our ~~guidance~~fiscal isyear ~~effective~~ 2028 for ~~public~~annual ~~business~~periods) and ~~entities~~interim ~~for~~periods within fiscal years beginning after December 15, ~~2024~~2027 (our fiscal year ~~2026~~ 2029 for interim periods), with early adoption and prospective or retrospective application permitted. ~~Other~~ ~~than~~We ~~presentation~~are ofcurrently ~~additional~~assessing ~~disaggregated~~the ~~data~~effect inthe ~~our~~adoption ~~income~~of ~~tax~~this ~~footnote~~standard ~~disclosures~~will ~~for~~have ~~annual~~on ~~periods,~~our weconsolidated dofinancial ~~not~~statements ~~expect~~and ~~the~~disclosures, ~~adoption~~and ofwe ~~ASU~~currently ~~No.~~expect ~~2023-09~~ to ~~have~~increase athe ~~material~~level ~~impact~~of ondisclosed ~~our~~detail ~~consolidated~~once ~~financial statement~~adopted.

~~In November~~Note ~~2024, the Financial Accounting Board ("FASB" issued Accounting Standards Update ("ASU") No~~2. 2024-03, "Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." ASU No. 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU is effective for fiscal years beginning after December 15, 2026 (our fiscal year 2028 for annual periods) and interim periods within fiscal years beginning after December 15, 2027 (our fiscal year 2029 for interim periods), with early adoption and prospective or retrospective application permitted. We are currently assessing the effect the adoption of this standard will have on our consolidated financial statement disclosures.Revenue

We have reviewed all recently issued accounting pronouncements and have concluded that, other than as described above, they are either not applicable to us or are not expected to have a significant impact on our consolidated financial statements.

Note 2. Significant Transactions

GKE - Fiscal Year 2024 Acquisition

We acquired 100% of the outstanding shares of GKE GmbH and SAL GmbH effective October 16, 2023, and upon approval by applicable Chinese regulators, effective December 31, 2023, we acquired 100% of the outstanding shares of Beijing GKE Science & Technology Co. Ltd. (“GKE China” and together with GKE GmbH and SAL GmbH, “GKE” or the "GKE acquisition").

GKE develops, manufactures and sells a portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets. GKE is included in our Sterilization and Disinfection Control ("SDC") division, and GKE's strengths in chemical indictors are complementary to SDC's strengths in biological indicators as chemical and biological indicators are used in the same sterility validation workflows. Additionally, GKE’s healthcare-focused commercial capabilities in Europe and Asia greatly expand our reach in the healthcare markets in those geographies. We are working to obtain regulatory 510(k) clearance on certain GKE products for sale in the United States, which would further expand organic revenues growth opportunities from the GKE business.

We finalized our purchase price accounting of GKE during fiscal year 2024. Total cash consideration for the GKE acquisition was $87,187, net of cash and financial liabilities acquired and inclusive of working capital adjustments. Of the total acquisition price, approximately $9,000 (at December 31, 2024 exchange rates) is being held back until April 2025 in accordance with the purchase agreement as security against potential indemnification losses ("GKE holdback"). We funded the acquisition through a combination of cash on-hand and a total of $71,000 borrowed under our line of credit.

During the three and nine months ended December 31, 2024, GKE's operations contributed the following amounts to our consolidated results of operations:

	Three Months Ended		Nine Months Ended
	December 31, 2024
Revenues	$	6,854	$	18,971
Gross profit		4,904		12,457
Amortization of inventory step-up recorded in cost of revenues		-		1,232
Amortization of acquired intangibles recorded in cost of revenues		131		375
Amortization of acquired intangibles recorded in general and administrative expense		935		2,423

Note 3. Revenue

We develop, manufacture, market, sell and maintain life sciences tools and quality control instruments and related consumables.

Hardware sales include physical products such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, data loggers, and process challenge devices. Hardware sales may be offered with accompanying perpetual or annual software licenses, which in some cases are required for the hardware to function.

Consumables are single-use products and require frequent replacement in our customers' operating cycles. Consumables sold by our Clinical Genomics and Biopharmaceutical Development divisions, such as reagents used for molecular and genetic analysis or solutions used for protein synthesis, are critical to the ongoing use of our instruments. Consumables such as biological and chemical indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

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Revenues from hardware and consumables are recognized upon transfer to the customer, typically at the point of shipment.

We also offer maintenance, calibration and testing services. Services result in revenues recognized over time, for example, when we are obligated to perform labor and replace parts on an as-needed basis over a contractually specified period of time, or at a point in time, upon completion of a specific, discrete service. ~~In many cases, our contracts contain both revenues recognized over time and revenues recognized at a point in time.~~

We evaluate our revenues internally based on business division and the nature of goods and services provided.

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The following tables present disaggregated revenues for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, respectively:

Three Months Ended December 31, 2024

Three Months Ended June 30, 2025

Sterilization and Disinfection Control (1)

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

Total

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Total

Consumables

2023,~~991~~011

93,~~866~~836

~~4,909~~841

18,~~043~~085

3635,~~809~~773

Hardware and software

5289

14,~~877~~288

46,~~534~~975

91,~~333~~217

1512,~~796~~569

Services

2,~~464~~310

~~924~~3,362

24,~~794~~534

~~4,053~~995

1011,~~235~~201

Total revenues

2325,~~507~~410

1211,~~667~~486

12,~~237~~350

1410,~~429~~297

6259,~~840~~543

(1) Revenues of $6,854 from GKE are included in the Sterilization and Disinfection Control division during the three months ended December 31, 2024.

	*Three Months Ended June 30, 2024*
	*Sterilization and Disinfection Control*		*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*		*Total*

Consumables	$	20,396	$	3,922	$	580	$	8,112	$	33,010
Hardware and software		169		4,837		6,886		2,183		14,075
Services		2,392		3,249		4,335		1,109		11,085
Total revenues	$	22,957	$	12,008	$	11,801	$	11,404	$	58,170

	Three Months Ended December 31, 2023
	Sterilization and Disinfection Control (1)		Clinical Genomics		Biopharmaceutical Development		Calibration Solutions		Total
Consumables	$	16,832	$	9,758	$	4,080	$	539	$	31,209
Hardware and software		180		1,639		2,672		8,254		12,745
Services		2,326		1,149		2,678		3,366		9,519
Total revenues	$	19,338	$	12,546	$	9,430	$	12,159	$	53,473

Revenues from external customers are attributed to individual countries based on the locations to which the products are shipped or exported, or locations where services are performed, as follows:

(1) Revenues of $3,837 from GKE are included in the Sterilization and Disinfection Control division during the three months ended December 31, 2023, following the acquisition of GKE GmbH and SAL GmbH on October 16, 2023.

	*Three Months Ended June 30,*
	*2025*		*2024*
United States	$	27,646	$	26,861
China		5,429		6,559
Other		26,468		24,750
Total revenues	$	59,543	$	58,170

	Nine Months Ended December 31, 2024
	Sterilization and Disinfection Control (1)		Clinical Genomics		Biopharmaceutical Development		Calibration Solutions		Total
Consumables	$	60,860	$	26,156	$	12,657	$	2,067	$	101,740
Hardware and software		365		6,511		14,539		24,067		45,482
Services		7,444		2,903		8,916		12,358		31,621
Total revenues	$	68,669	$	35,570	$	36,112	$	38,492	$	178,843

No foreign country exceeded 10% of total revenues for the three months ended June 30, 2025.

(1) Revenues of $18,971 from GKE are included in the Sterilization and Disinfection Control division during the nine months ended December 31, 2024.

	Nine Months Ended December 31, 2023
	Sterilization and Disinfection Control (1)		Clinical Genomics		Biopharmaceutical Development		Calibration Solutions		Total
Consumables	$	45,288	$	28,490	$	12,753	$	1,834	$	88,365
Hardware and software		381		9,540		7,838		22,216		39,975
Services		6,676		3,434		7,935		10,898		28,943
Total revenues	$	52,345	$	41,464	$	28,526	$	34,948	$	157,283

(1) Revenues of $3,837 from GKE are included in the Sterilization and Disinfection Control division during the nine months ended December 31, 2023, following the acquisition of GKE GmbH and SAL GmbH on October 16, 2023.

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Revenues from external customers are attributed to individual countries based upon the locations to which the products are shipped or exported, or locations where services are performed, as follows:

	Three Months Ended December 31,				Nine Months Ended December 31,
	2024		2023		2024		2023
United States	$	30,476	$	25,595	$	85,415	$	79,205
China		6,322		4,942		20,271		18,584
Other		26,042		22,936		73,157		59,494
Total revenues	$	62,840	$	53,473	$	178,843	$	157,283

Other than China, no foreign country exceeded 10% of total revenues for the three and nine months ended December 31, 2024 and 2023.

Contract Balances

Our contracts have varying payment terms and conditions. Some customers prepay for products and services resulting in unearned revenues or customer deposits called contract liabilities., ~~Short-term contract liabilities~~ which are included within unearned revenues in ~~the~~or ~~accompanying unaudited Condensed Consolidated Balance Sheets, and long-term contract liabilities are included within~~ other noncurrent liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. The significant majority of our revenues ~~and~~ , related receivables and contract liabilities are generated from contracts with customers with original durations of 12 months or less. Contract liabilities will be recognized to as revenue as we satisfy our obligations under the terms of the contracts.

A summary of contract liabilities is as follows:

Contract liabilities as of March 31, 2024	$	15,686
Contract liabilities as of March 31, 2025	$	14,803
Prior year liabilities recognized in revenues during the nine months ended December 31, 2024		(9,069	)
Prior year liabilities recognized in revenues during the three months ended June 30, 2025		(4,385	)
Contract liabilities added during the nine months ended December 31, 2024, net of revenues recognized		8,083
Contract liabilities added during the three months ended June 30, 2025, net of revenues recognized		4,669
Contract liabilities as of December 31, 2024	$	14,700
Contract liabilities as of June 30, 2025	$	15,087

~~Note 4. Fair Value Measurements~~ Page 8

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Note 3. Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, obligations under trade accounts payable, and debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable, and trade accounts payable approximate fair value; they are classified within Level 1 of the fair value hierarchy.

The financial instruments that subject us to the highest ~~concentration~~concentrations of credit risk are cash and accounts receivable. We maintain relationships and cash deposits at multiple banking institutions across the world in an effort to diversify and reduce risk of loss. Concentration of credit risk with respect to accounts receivable is limited to customers to whom we make significant sales. No customers accounted for more than 10% of total trade receivables as of ~~December~~June 3130, ~~2024~~2025.

On April 5, 2024, we entered into separate, privately negotiated purchase agreements with a limited number of holders of our 1.375% convertible ~~senior~~ notes due August 15, 2025 (the "Notes"), through which we repurchased $75,000 in aggregate principal amount of the Notes. See Note 76. "Indebtedness" for further information. As of ~~December~~June 3130, ~~2024~~2025, we had remaining outstanding $97,500 aggregate principal amount of the Notes. We estimate the fair value of the Notes using Level 2 inputs based on the last actively traded price or observable market input preceding the end of the reporting period. The fair value of the Notes is approximately correlated to our stock price.

The estimated fair value and carrying ~~value~~amount of the Notes were as follows:

December 31, 2024

March 31, 2024

June 30, 2025

March 31, 2025

Carrying Value

Fair Value (Level 2)

Carrying Value

Fair Value (Level 2)

Notes

97,~~163~~432

9496,~~819~~708

~~171~~97,~~198~~297

~~163~~95,~~013~~063

The carrying amounts of our term loan and revolving line of credit (together, the "Credit Facility") ~~on the unaudited Condensed Consolidated Balance Sheets~~ approximate fair value due to the variable interest rate pricing on the debt, with the balance bearing an interest rate approximating current market rates.

WeThere ~~expect~~were tono ~~pay~~nonrecurring ~~approximately~~fair ~~$9,000 (at December~~value ~~31,~~adjustments ~~2024~~or transfers ~~exchange~~between ~~rates) for~~ the ~~GKE~~levels ~~holdback~~of ~~in April 2025. We estimate~~ the ~~discounted~~ fair value ofhierarchy ~~consideration~~during ~~held~~the ~~back~~three tomonths ~~be approximately $8,900 as of~~ended ~~December~~June 3130, ~~2024 based on Level 3 inputs from the acquisition, including discount rate estimates~~2025. ~~We adjust the estimated fair value at each reporting period through earnings.~~

During fiscal year 2023, we acquired substantially all of the assets and certain liabilities of Belyntic GmbH’s peptide purification business (“the Belyntic acquisition”). We are obligated to pay contingent consideration of up to $1,500 cash upon regulatory approval of certain patent applications. We estimate the fair value of the remaining contingent consideration is $675, using Level 3 inputs and a probability-weighted outcome analysis based on our expectations of patent approval, leveraging our historical experience and expert input.

Amounts recognized or disclosed at fair value in the unaudited condensed consolidated financial statements on a nonrecurring basis include the initial recognition and disclosure of most assets and liabilities purchased in business acquisitions and any related measurement period adjustments. Additionally, assets such as property and equipment, operating lease assets, goodwill and other intangible assets are adjusted to fair value if determined to be impaired. Fair values of such assets and liabilities require measurement using Level 3 inputs. We recorded no impairments during the three and nine months ended December 31, 2024 or 2023.

There were no transfers between the levels of the fair value hierarchy during the three and nine months ended December 31, 2024.

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Note 54. Supplemental Information

Inventories consisted of the following:

	December 31, 2024		March 31, 2024
	June 30, 2025		March 31, 2025
Raw materials	$	16,~~584~~089	$	1814,~~335~~775
Work in process		~~400~~626		~~1,256~~560
Finished goods		11,~~138~~391		1310,~~084~~030
Total inventories	$	28,~~122~~106	$	3225,~~675~~365

Prepaid expenses and other current assets consisted of the following:

	December 31, 2024		March 31, 2024
	June 30, 2025		March 31, 2025
Prepaid expenses	$	34,~~251~~302	$	2,~~932~~364
Deposits		1,~~338~~732		1,~~898~~752
Prepaid income taxes		~~5,682~~465		1,~~237~~040
Other current assets		23,~~849~~306		32,~~341~~873
Total prepaid expenses and other current assets	$	139,~~120~~805	$	98,~~408~~029

Accrued payroll and benefits consisted of the following:

	December 31, 2024		March 31, 2024
	June 30, 2025		March 31, 2025
Bonus payable	$	7,803	$	3,838
Wages and paid-time-off payable	$	4,013	$	3,672
Wages and paid-time-off payable		3,600		3,072
Payroll related taxes		3,277		2,475
Payroll related taxes		1,954		1,956
Bonus payable		2,269		10,891
Other benefits payable		~~562~~867		~~1,069~~820
Total accrued payroll and benefits	$	1310,~~919~~426	$	917,~~935~~858

~~The~~In June ~~increase~~2025 inwe ~~bonus~~paid ~~payable~~fiscal isyear ~~primarily~~2025 ~~due~~bonuses tothat ~~our~~were ~~financial~~accrued ~~performance~~as inof March ~~fiscal~~31, ~~year~~ 2025 ~~compared to fiscal year 2024~~.

Other accrued expenses consisted of the following:

	December 31, 2024		March 31, 2024
	June 30, 2025		March 31, 2025
Accrued business taxes	$	56,~~505~~039	$	5,~~557~~996
Current operating lease liabilities		3,~~535~~752		23,~~986~~523
Income taxes payable		12,~~364~~419		12,~~615~~157
Current acquisition-related holdbacks		9,531		436
GKE acquisition holdback		-		9,315
Other		23,~~416~~860		23,~~264~~610
Total other accrued expenses	$	2216,~~351~~070	$	1224,~~858~~601

~~The~~In April ~~increase~~2025, inwe ~~other~~remitted ~~accrued~~payment ~~expenses is primarily due~~ to the ~~reclassification~~GKE ofsellers ~~held~~to ~~back~~settle ~~Belyntic~~the ~~and~~ GKE acquisition~~-related~~ ~~consideration~~holdback ~~from~~liability ~~noncurrent~~in ~~liabilities~~full.

~~Other~~Depreciation ~~noncurrent~~expense ~~liabilities~~was ~~consisted~~as ~~of the following~~follows:

	December 31, 2024		March 31, 2024
	Three Months Ended June 30,
Noncurrent operating lease liabilities	$	12,361	$	6,613
	2025		2024
Noncurrent acquisition-related holdbacks		-		8,792
Depreciation expense in cost of revenues	$	810	$	862
Other		92		208
Depreciation expense in operating expense		594		542
Total other noncurrent liabilities	$	12,453	$	15,613
Total depreciation expense	$	1,404	$	1,404

The increase in operating lease liabilities is primarily attributable to the right of use asset associated with an operating lease for a facility used by our Biopharmaceutical Development for manufacturing and administrative purposes.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2024		2023		2024		2023
Depreciation expense in cost of revenues	$	610	$	788	$	2,376	$	2,117
Depreciation expense in operating expense		496		286		1,652		782
Total depreciation expense	$	1,106	$	1,074	$	4,028	$	2,899

The increase in depreciation expense for the three and nine months ended December 31, 2024 is primarily due to GKE's operations, which included $225 and $850 of depreciation expense, respectively.

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Note 65. Goodwill and Intangible Assets, Net

~~Finite-lived~~Intangible ~~intangible~~ assets other than goodwill consisted of the following:

	December 31, 2024							March 31, 2024
	June 30, 2025							March 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	~~186~~197,~~272~~565	$	(~~112~~124,~~475~~041	)	$	73,~~797~~524	$	~~189~~190,~~911~~069	$	(~~104~~117,~~528~~189	)	$	8572,~~383~~880
Other intangibles		6062,~~356~~849		(3538,972	)		2423,~~384~~877		61,~~161~~192		(3237,~~792~~197	)		2823,~~369~~995
Total finite-lived intangible assets	$	246,628	$	(148,447	)	$	98,181	$	251,072	$	(137,320	)	$	113,752
Total intangible assets	$	260,414	$	(163,013	)	$	97,401	$	251,261	$	(154,386	)	$	96,875

Amortization expense for ~~finite-lived~~ intangible assets was as follows:

	Three Months Ended December 31,				Nine Months Ended December 31,
	Three Months Ended June 30,
	2024		2023		2024		2023
	2025		2024
Amortization in cost of revenues	$	~~660~~702	$	~~1,883~~647	$	~~1,979~~	$	~~5,367~~
Amortization in general and administrative		3,~~731~~851		63,~~092~~414		~~11,023~~		~~17,013~~
Total amortization expense	$	4,391	$	7,975	$	13,002	$	22,380
Total	$	4,553	$	4,061

~~The~~For ~~decrease~~the infollowing ~~amortization~~fiscal ~~expense~~years ~~is attributable~~ending March to31, ~~impairment~~future ~~losses~~amortization ~~recorded~~expense ~~during~~is ~~the~~estimated ~~fourth~~as ~~quarter~~follows, ofbased ~~fiscal~~on ~~year~~foreign ~~2024~~currency ~~related~~exchange ~~to intangible~~rates ~~assets~~as ~~within~~of June ~~our~~30, ~~Clinical Genomics division.~~ 2025:

For the following fiscal years ending March 31, future amortization expense is estimated as follows, based on foreign currency exchange rates as of December 31, 2024:

Fiscal Year	Amortization Expense
Remainder of 2026	$	13,338
2027		17,261
2028		16,620
2029		16,047
2030		11,360

Fiscal Year	Amortization Expense
Remainder of 2025	$	4,278
2026		16,566
2027		15,921
2028		15,349
2029		14,815

The change in the carrying amount of goodwill was as follows:

	Sterilization and Disinfection Control			~~Clinical~~Biopharmaceutical ~~Genomics~~Development			~~Biopharmaceutical~~Calibration ~~Development~~Solutions			~~Calibration~~Clinical ~~Solutions~~Genomics			Total
March 31, 2024	$	79,430		$	16,940		$	46,515		$	37,211			180,096
March 31, 2025	$	79,408		$	48,211		$	37,213		$	16,928		$	181,760
Effect of foreign currency translation		(14,~~994~~450	)		~~(71~~1,632	)		~~(849~~73	)		~~(30~~135	)		(26,~~944~~290	)
December 31, 2024	$	77,436		$	16,869		$	45,666		$	37,181		$	177,152
June 30, 2025	$	83,858		$	49,843		$	37,286		$	17,063		$	188,050

Note 7. Indebtedness

Credit Facility

On March 5, 2021, we entered into a four-year senior secured credit agreement that included 1) a revolving credit facility with an aggregate principal amount of up to $75,000 (the "Revolver"), 2) a swingline loan with an aggregate principal amount not exceeding $5,000, and 3) letters of credit with an aggregate stated amount not exceeding $2,500 at any time. The agreement also provided for an incremental term loan or an increase in revolving commitments with a minimum aggregate principal amount of $25,000 and a maximum amount of $75,000, subject to the satisfaction of certain conditions and lender considerations. We refer to the agreement in whole as the “Credit Facility.”

On October 5, 2023, we amended the terms of the Credit Facility to increase the maximum principal amount available to us under the Revolver from $75,000 to $125,000.

On April 5, 2024, we further amended and restated the terms of the Credit Facility to:

(i) Extend the maturity of the Credit Facility to April 2029; (ii) Allow proceeds from the Credit Facility to be used to redeem some or all of the Company’s 2025 Notes; (iii) Include a $75,000 senior secured term loan facility (the “Term Loan”), which is subject to principal amortization payments; and (iv) Make certain changes to the financial covenants.

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InNote conjunction with the amendment and restatement of the Credit Facility during the nine months ended December 31, 2024, we incurred $1,987 of customary lender fees and debt issuance costs paid to third parties, of which $1,242 is related to the Revolver and $745 is related to the Term Loan6. ~~The fees are being amortized to interest expense through maturity.~~ Indebtedness

~~Amounts borrowed under the~~ Credit Facility bear interest at either a base rate or a SOFR rate plus an applicable spread ranging from 1.5% to 3.5%, depending on our total net leverage ratio. The weighted average interest rate on borrowings under the Credit Facility as of December 31, 2024 was 7.5%.

~~The~~Our financial covenants in the Credit Facility as amended include a maximum leverage ratio of 4.50 to 1.00 on each of the quarterly testing dates through December 31, 2024; 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026; and 3.5 to 1.0 on each testing date thereafter. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a minimum senior ~~net~~secured ~~leverage~~credit ~~ratio of 3.5 to 1. Other covenants include restrictions on our ability to incur debt~~agreement, ~~grant liens, make fundamental changes to our business~~ as ~~defined~~previously ~~in the contract~~amended, ~~engage in certain transactions with affiliates, or conduct asset sales. As of December 31, 2024, we were in compliance with all covenants under~~ ~~the Credit Facility.~~includes:

(i)		A revolving credit facility with an aggregate principal amount of up to $125,000 (the "Revolver"),
(ii)		A term loan with a maximum principal amount of $75,000, which is subject to escalating quarterly principal payments (the "Term Loan"),
(iii)		A swingline loan with an aggregate principal amount not exceeding $5,000, and
(iv)		Letters of credit with an aggregate stated amount not exceeding $2,500 at any time.

We refer to the agreement in whole as the “Credit Facility.” The Credit Facility matures in April 2029 and allows us to use proceeds from borrowings to redeem some or all of our Notes.

Amounts borrowed under the Credit Facility bear interest at either a base rate or a SOFR rate plus an applicable spread ranging from 1.5% to 3.5%, depending on our total net leverage ratio. The weighted average interest rate on borrowings under the Credit Facility as of June 30, 2025 was 7.2%.

The financial covenants in the Credit Facility include a maximum leverage ratio of 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026 and 3.5 to 1.0 on each testing date thereafter. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a maximum senior net leverage ratio of 3.5 to 1. Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes to our business as defined in the contract, engage in certain transactions with affiliates, or conduct asset sales. As of June 30, 2025, we were in compliance with all covenants under the Credit Facility.

Term Loan

We borrowed $75,000 under the Term Loan on April 5, 2024, to fund the privately negotiated repurchases of a portion of ~~the~~ our Notes (see “Convertible Notes” below). During the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025, we made required quarterly principal payments on the Term Loan of $938 ~~and $2,813, respectively~~.

We are required to make quarterly principal payments on the Term Loan. For the following fiscal years ending March 31, future debt payments on the Term Loan are required as follows:

Fiscal Year	Amount
Remainder of 2025	$	937
Remainder of 2026	$	2,813
2026		3,750
2027		5,625
2028		5,625
2029		7,500
Thereafter		48,750
2030		48,750
Total Principal Remaining	$	72,187
Total principal remaining	$	70,313

The net carrying amount of the Term Loan was as follows:

	December 31, 2024			March 31, 2024
	June 30, 2025			March 31, 2025
Term Loan (7.5% as of December 31, 2024)	$	72,187		$	-
Term Loan	$	70,313		$	71,250
Less: discount and debt issuance costs		(~~634~~561	)		-(598	)
Less: current portion		(34,~~750~~219	)		-(3,750	)
Noncurrent portion	$	6765,~~803~~533		$	-66,902

~~Revolver~~We recognized interest expense on the Term Loan as follows:

As of December 31, 2024, the outstanding balance under the Revolver was $27,000, and $98,000 was available for borrowing. Subsequent to December 31, 2024, we repaid an additional $4,500 on the Revolver.

	*Three Months Ended June 30,*
	*2025*		*2024*
Interest expense (7.2% and 8.4% as of June 30, 2025 and 2024, respectively)	$	1,292	$	1,439
Amortization of discount and debt issuance costs		37		35
Total interest and amortization of discount and debt issuance costs	$	1,329	$	1,474

We are obligated to pay quarterly unused commitment fees of between 0.20% and 0.35% of the Revolver’s aggregate principal amount, based on our leverage ratio.

The balance of unamortized customary lender fees related to the Revolver, including fees from the original debt issuance and all subsequent amendments and restatements, was $1,278 and $321 as of December 31, 2024 and March 31, 2024, respectively.

Convertible Notes

On August 12, 2019, we issued an aggregate principal amount of $172,500 of Notes. The net proceeds from the Notes, after deducting underwriting discounts and commissions and other related offering expenses payable by us, were approximately $167,056. The Notes mature on August 15, 2025, unless earlier repurchased or converted, and bear interest at a rate of 1.375% payable semi-annually in arrears on February 15 and August 15 each year. The Notes are initially convertible, subject to certain conditions, at a conversion rate of 3.5273 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $283.50 per share of common stock.

On April 5, 2024, we entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase $75,000 aggregate principal amount of the Notes for an aggregate repurchase price of $71,250 in cash, plus accrued and unpaid interest of $160. We accounted for the partial repurchase of the Notes as a debt extinguishment, which resulted in the recognition of a gain on extinguishment of $2,887 in other income on the unaudited Condensed Consolidated Statements of Operations during the nine months ended December 31, 2024. As of December 31, 2024, $97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. The circumstances necessary for conversion were not met during the three or nine months ended December 31, 2024. The Notes will become convertible at any time from and including April 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2024, the Notes were classified as a current liability on our unaudited Condensed Consolidated Balance Sheets. The if-converted value of the Notes did not exceed the principal balance as of December 31, 2024.

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Revolver

As of June 30, 2025, the outstanding balance under the Revolver was $14,000, and $111,000 was available for borrowing. Subsequent to June 30, 2025, we repaid an additional $3,000 on the Revolver.

We are obligated to pay quarterly unused commitment fees of between 0.20% and 0.35% of the Revolver’s aggregate principal amount, based on our leverage ratio. In July 2025, we paid $77 in unused commitment fees for the three months ended June 30, 2025.

The balance of unamortized customary lender fees related to the Revolver was $1,128 and $1,203 as of June 30, 2025 and March 31, 2025, respectively.

Convertible Notes

On August 12, 2019, we issued an aggregate principal amount of $172,500 of the Notes. The net proceeds from the Notes, after deducting underwriting discounts and commissions and other related offering expenses payable by us, were approximately $167,056. The Notes mature on August 15, 2025, unless earlier repurchased or converted, and bear interest at a rate of 1.375% payable semi-annually in arrears on February 15 and August 15 each year. The Notes are initially convertible, subject to certain conditions, at a conversion rate of 3.5273 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $283.50 per share of common stock.

On April 5, 2024, we entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase $75,000 aggregate principal amount of the Notes for an aggregate repurchase price of $71,250 in cash, plus accrued and unpaid interest of $160. We accounted for the partial repurchase of the Notes as a debt extinguishment, which resulted in the recognition of a gain on extinguishment of $2,887 in other income on the unaudited Condensed Consolidated Statements of Income during the three months ended June 30, 2024. As of June 30, 2025, $97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of both. Under the terms of the indenture, the Notes became convertible April 15, 2025, and will remain convertible until the close of business on the second scheduled trading day immediately preceding the maturity date ( August 13, 2025). No Notes have been converted as of the date of this filing. As of June 30, 2025, the Notes were classified as a current liability on our unaudited Condensed Consolidated Balance Sheets. The if-converted value of the Notes did not exceed the principal balance as of June 30, 2025.

The net carrying amount of the Notes was as follows:

	December 31, 2024			March 31, 2024
	June 30, 2025			March 31, 2025
Principal outstanding	$	97,500		$	~~172~~97,500
Unamortized debt issuance costs		(~~337~~68	)		(~~1,302~~203	)
Net carrying value	$	97,~~163~~432		$	~~171~~97,~~198~~297

We recognized interest expense on the Notes as follows:

	Three Months Ended December 31,				Nine Months Ended December 31,
	Three Months Ended June 30,
	2024		2023		2024		2023
	2025		2024
Coupon interest expense at 1.375%	$	335	$	~~593~~367	$	~~1,037~~	$	~~1,779~~
Amortization of debt issuance costs		~~134~~135		~~231~~145		~~412~~		~~692~~
Total interest and amortization of debt issuance costs	$	~~469~~470	$	~~824~~512	$	~~1,449~~	$	~~2,471~~

The effective interest rate on the Notes is approximately 1.9%.

~~Note 8. Stockholders' Equity~~ Page 13

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Note 7. Stockholders' Equity

Stock-Based Compensation

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Mesa Laboratories, Inc. Amended and Restated 2021 Equity Incentive Plan, which authorizes the issuance of 660 shares of common stock to eligible participants. Stock-based compensation expense is included in cost of revenues, selling, general and administrative, and research and development expense in the accompanying unaudited Condensed Consolidated Statements of ~~Operations~~Income.

The following is a summary of RSU and PSU award activity for the ~~nine~~ three months ended ~~December~~June 3130, ~~2024~~2025:

	Time-Based Restricted Stock Units					Performance-Based Restricted Stock Units
	Number of Shares			Weighted- Average Grant Date Fair Value per Share		Number of Shares			Weighted- Average Grant Date Fair Value per Share
Outstanding as of March 31, 2024		76		$	157.83		56		$	240.96
Outstanding as of March 31, 2025		145		$	106.54		85		$	166.31
Awards granted(1)		~~117~~90			9395.4631		4144			~~102~~99.5756
Awards forfeited		(72	)		~~123~~104.4202		-			-
Awards distributed		(3653	)		~~169~~114.4067		(124	)		~~302~~174.0673
Outstanding as of December 31, 2024		150		$	106.44		85		$	165.75
Outstanding as of June 30, 2025		180		$	98.57		125		$	142.39

⁽¹⁾	Balances for PSUs granted are reflected at target.

Outstanding time-based RSUs vest and settle in shares of our common stock on a one-for-one basis. ~~The majority of~~ RSUs granted to employees during the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 vest in equal installments on June ~~the~~15, ~~first~~2026, June ~~second~~13, ~~and~~2027 ~~third anniversaries of the grant date. RSUs granted to non-employee directors during the nine months ended~~and ~~December~~June 3113, ~~2024 vest one year from the grant date~~2028. We generally recognize the expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period, or for time-based RSUs granted to participants who qualify as retirement-eligible under our plan, over a shortened service period.

We grant PSUs to certain key employees. The number of shares earned is determined at the end of each performance period based on ~~Mesa's~~our achievement of certain pre-defined targets ~~per~~in accordance with the related award agreement. ~~The~~Outstanding ~~outstanding~~ PSUs vest upon completion of ~~the~~ service ~~period~~periods described in the award ~~agreement~~agreements. We recognize ~~the~~ expense ~~relating~~for ~~to the performance-~~PSUs based ~~RSUs based~~ on the probable outcome of ~~achievement of the~~ achieving performance targets on a straight-line basis over the service period.

During the ~~nine~~ three months ended ~~December 31~~June 30, ~~2024~~2025, the Compensation Committee of the Board of Directors ~~created~~approved a ~~plan~~grant ~~to award 41~~of 44 PSUs at target (“the ~~FY25~~ FY26 PSUs”) to eligible employees. OfThe ~~the~~FY26 41 PSUs ~~granted, 23 PSUs~~ have a grant date fair value of $8999.8256 ~~and~~per unit and are subject to both service and ~~company~~market-based ~~financial~~ performance conditions. The ~~financial~~service ~~performance measurement~~ period ~~is from April 1, 2024 through March 31, 2027. The remaining 18 PSUs have a grant date fair value of $119.54~~ and ~~are subject to service and~~ market ~~conditions, with the market~~ performance ~~period~~measurement ~~measured from June 18, 2024 through June 18, 2027. The service~~ period ~~for all of the FY25 PSUs~~ is from June 1815, ~~2024~~ 2025 through June 1815, ~~2027~~2028. The ~~quantity~~number of shares that will be earned based ~~upon~~on ~~either company financial performance or~~ market performance will range from 0% to 200% of the ~~targeted~~ target number of shares;. If if the defined minimum targets are not met, ~~then~~ no shares will vest.

~~Page 13~~ As of June 30, 2025, there were 134 shares subject to options outstanding, with a weighted average exercise price per share of $190.87 and a remaining contractual life of 2.8 years. Our Compensation Committee has not granted options to any plan participants in the past two fiscal years.

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~~The~~Note ~~following~~8. Earnings Per ~~is a summary of stock option award activity for the nine months ended December 31, 2024:~~Share

	Stock Options
	Shares Subject to Options			Weighted- Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding as of March 31, 2024		194		$	181.89		3.2	$	26
Awards granted		-			-
Awards forfeited or expired		(15	)		150.98
Awards exercised		(1	)		131.67
Outstanding as of December 31, 2024		178		$	184.55		2.6	$	287

The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per share ("EPS"):

Note 9. (Loss) Earnings Per Share

	*Three Months Ended June 30,*
	*2025*		*2024*
Net income available for shareholders	$	4,742	$	3,388
Weighted average outstanding shares of common stock		5,465		5,397
Dilutive effect of stock options		-		-
Dilutive effect of RSUs and PSUs		88		27
Fully diluted shares		5,553		5,424

Basic earnings per share	$	0.87	$	0.63
Diluted earnings per share	$	0.85	$	0.62

~~The~~Potentially ~~following~~dilutive ~~table~~securities ~~presents~~include astock ~~reconciliation~~options ofand ~~the~~unvested ~~denominators~~time ~~used~~and inperformance based RSUs (collectively "stock awards"), as well as common shares underlying our Notes. Stock awards are excluded from the ~~computation~~calculation of ~~basic~~diluted ~~and~~EPS ~~diluted~~if ~~(loss)~~they ~~earnings~~are ~~per~~subject ~~share:~~to performance or market conditions that have not yet been achieved as of our reporting date, or if they are antidilutive.

	Three Months Ended December 31,					Nine Months Ended December 31,
	2024			2023		2024		2023
Net (loss) income available for shareholders	$	(1,676	)	$	2,116	$	5,140	$	337
Weighted average outstanding shares of common stock		5,429			5,393		5,413		5,384
Dilutive effect of stock options		-			-		-		1
Dilutive effect of RSUs		-			3		51		9
Fully diluted shares		5,429			5,396		5,464		5,394
Basic (loss) earnings per share	$	(0.31	)	$	0.39	$	0.95	$	0.06
Diluted (loss) earnings per share	$	(0.31	)	$	0.39	$	0.94	$	0.06

The following potentially dilutive securities were excluded from the calculation of diluted EPS:

Potentially dilutive securities include stock options and both time and performance based RSUs (collectively "stock awards"), as well as common shares underlying our Notes. Stock awards are excluded from the calculation of diluted EPS if they are subject to performance conditions that have not yet been achieved or if they are antidilutive. Diluted EPS does not consider the impact of potentially dilutive securities in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect in such cases.

	*Three Months Ended June 30,*
	*2025*		*2024*
Assumed conversion of the Notes		344		373
Stock awards that were anti-dilutive		161		209
Total securities excluded from diluted EPS		505		582

~~The~~Shares ~~following~~underlying ~~potentially~~the ~~dilutive~~Notes ~~awards~~ were excluded from the diluted EPS calculation for the three months ended June 30, 2025 and 2024 as the impact of ~~diluted~~the ~~EPS:~~assumed conversion of the Notes calculated under the if-converted method was antidilutive.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2024		2023		2024		2023
Assumed conversion of the Notes		344		608		354		608
Stock awards that were anti-dilutive		406		277		202		223
Total stock awards excluded from diluted EPS		750		885		556		831

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Shares underlying the Notes were excluded from the diluted EPS calculation for the three and nine months ended December 31, 2024 and 2023 as the impact of the assumed conversion of the Notes calculated under the if-converted method was antidilutive. The decrease in assumed conversion of the Notes is related to the partial repayment of the Notes that occurred during the nine months ended December 31, 2024 (see Note 7. "Indebtedness").

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Note 109. Income Taxes

We reported an income tax provision as follows:

	Three Months Ended December 31,						Nine Months Ended December 31,
	Three Months Ended June 30,
	2024			2023			2024			2023
	2025			2024
Income tax (benefit) expense	$	(541	)	$	(170	)	$	360		$	(653	)
Income tax expense	$	2,270		$	517
Effective tax rate		2432.4	%		(813.72	%)		~~6.5~~	%		~~206.6~~	%

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For interim income tax reporting, we estimate our annual effective tax rate and apply this effective tax rate to our year-to-date pre-tax income. Each quarter, our estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. Additionally, the tax effects of significant unusual or infrequently occurring items are recognized as discrete items in the interim period in which the events occur. There is a potential for volatility in the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which they relate, changes in tax laws and foreign tax holidays, settlement with taxing authorities, and foreign currency fluctuations.

The change in the effective tax rate for ~~both the~~ three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 compared to the prior year ~~periods~~ period is primarily due to ~~the~~prior year valuation allowance ~~established~~adjustments onrelated ~~the~~to USour ~~deferred~~operations in Germany, as well as an increase in German statutory taxes ~~during~~in the current fiscal year ~~2024~~. The effective tax rate for ~~both~~ the three ~~and the nine~~ months ended ~~December~~June 3130, ~~2024~~2025 differed from the statutory federal rate of 21% primarily due to the valuation ~~allowance~~allowances previously established on the US U.S. deferred taxes ~~during~~and ~~fiscal~~varying ~~year~~applicable ~~2024~~tax rates in foreign jurisdictions.

~~Note~~In July 112025, certain key elements of the Tax Cuts and Jobs Act that were previously temporary were made permanent, including 100% bonus depreciation, the expensing of domestic research costs, and the limitation on business interest expense deductions. ~~Commitments~~Accounting Standards Codification Topic 740, Income Taxes, requires the effects of enacted changes in tax laws and ~~Contingencies~~rates on deferred tax balances to be recognized in the period of enactment. We are currently evaluating the impact updated regulations will have on our Consolidated Financial Statements beginning in the second quarter of fiscal year 2026.

WeNote ~~are party to various legal proceedings arising in the ordinary course of business~~10. AsCommitments ~~of December~~and 31, 2024, we are not party to any legal proceeding that management believes could have a material adverse effect on our unaudited consolidated financial position, results of operations, or cash flows. Contingencies

We ~~expect~~are party to ~~pay~~various ~~approximately~~legal ~~$9,000 (at December~~proceedings ~~31,~~arising ~~2024~~in ~~exchange~~the ~~rates)~~ordinary ~~for~~course ~~the~~of ~~GKE~~business. ~~holdback~~As ~~in April~~of June 30, 2025, ~~pending~~we ~~adjustments~~are not party ~~for~~to ~~potential~~any ~~indemnification~~legal ~~losses~~proceeding that ~~may arise.~~ ~~The~~management ~~liability~~believes iscould ~~recorded~~have ata ~~its~~material ~~discounted fair~~adverse ~~value~~effect ofon ~~$8,900 in other accrued expenses in~~ our unaudited ~~Condensed~~consolidated ~~Consolidated~~financial ~~Balance~~position, ~~Sheets~~results as of ~~December~~ 31operations, ~~2024~~or cash flows.

As part of the Belyntic acquisition, we agreed to pay the sellers a contingency based upon approval of contractually specified patents. The estimated fair value of the probable remaining contingent consideration was $675 as of December 31, 2024. On January 2, 2025, a notice of allowance was issued for one of the two remaining pending patents, and we expect to pay the Belyntic sellers $563 for the patent within fiscal year 2025 or early in fiscal year 2026, depending upon the final approval date. We expect the other remaining pending patent will likely be approved within one year of December 31, 2024. Page 16

~~Note~~ Table ~~12. Segment~~of ~~Information~~Contents

Note 11. Segment Information

Segment information is prepared on the same basis that our chief operating decision maker ("CODM"), our CEO, uses to manage our segments, evaluate financial results, and make key operating decisions. Our four reportable segments are organized primarily by the nature of the goods and services they sell. Our CODM uses segment revenues, organic revenues growth (non-GAAP), and gross profit to allocate resources and to assess segment performance. Monthly, the CODM reviews forecast-to-actual and prior-to-current period variances in segment revenue and in segment gross profit to inform decisions regarding capital and personnel deployment. Our CODM also reviews non-GAAP adjusted operating income, defined as operating income excluding non-cash items such as depreciation, amortization and stock-based compensation, to further manage operations.

The following tables set forth our segment information:

	Three Months Ended December 31,						Nine Months Ended December 31,
Three months ended June 30, 2025	Sterilization and Disinfection Control			Biopharmaceutical Development			Calibration Solutions		Clinical Genomics			Total
	2024			2023			2024		2023
Revenues (a):	$	25,410		$	11,486		$	12,350	$	10,297		$	59,543
Revenues (a):
Less
Sterilization and Disinfection Control (b)	$	23,507		$	19,338		$	68,669	$	52,345
Depreciation in cost of revenues		450			89			105		166			810
Clinical Genomics		12,667			12,546			35,570		41,464
Amortization in cost of revenues		139			372			-		191			702
Biopharmaceutical Development		12,237			9,430			36,112		28,526
Other cost of revenues (b)		6,655			4,719			5,203		4,515			21,092
Calibration Solutions		14,429			12,159			38,492		34,948
Total segment cost of revenues		7,244			5,180			5,308		4,872			22,604
Total revenues	$	62,840		$	53,473		$	178,843	$	157,283
Gross Profit (c)	$	18,166		$	6,306		$	7,042	$	5,425		$	36,939
Gross profit:
Reconciling items:
Sterilization and Disinfection Control (b)	$	16,461		$	13,951		$	47,191	$	38,018
Operating expense												$	33,875
Clinical Genomics		6,948			6,449			19,344		20,904
Operating income													3,064
Biopharmaceutical Development		7,539			5,841			22,665		17,783
Nonoperating (income), net													(3,948	)
Calibration Solutions		8,806			7,212			23,258		20,050
Earnings before income taxes												$	7,012
Reportable segment gross profit		39,754			33,453			112,458		96,755
Corporate and other (c)		-			(51	)		-		(61	)
Gross profit	$	39,754		$	33,402		$	112,458	$	96,694
Reconciling items:
Operating expense		33,975			33,469			97,591		97,485
Operating income (loss)		5,779			(67	)		14,867		(791	)
Non-operating expense (income), net		7,996			(2,013	)		9,367		(475	)
(Loss) earnings before income taxes	$	(2,217	)	$	1,946		$	5,500	$	(316	)

(a) Intersegment revenues are not significant and are eliminated to arrive at consolidated totals.

Three months ended June 30, 2024	*Sterilization and Disinfection Control*		*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*		*Total*
Revenues (a):	$	22,957	$	12,008	$	11,801	$	11,404	$	58,170
Less
Depreciation in cost of revenues		419		46		185		212		862
Amortization in cost of revenues		111		345		-		191		647
Non-cash GKE inventory step-up amortization		778		-		-		-		778
Other cost of revenues (b)		6,091		3,658		4,374		4,511		18,634
Total segment cost of revenues		7,399		4,049		4,559		4,914		20,921
Gross Profit (c)	$	15,558	$	7,959	$	7,242	$	6,490	$	37,249

Reconciling items:
Operating expense									$	31,669
Operating income										5,580
Nonoperating expense, net										1,675
Earnings before income taxes									$	3,905

	(b)	Includes post-acquisition GKE results during the three and nine months ended December 31, 2024 and 2023 beginning on October 16, 2023 for GKE GmbH and SAL GmbH, and beginning on January 1, 2024 for GKE China.
	(c)	Unallocated corporate expenses are reported within corporate and other.

^(a)

Intersegment revenues are not significant and are eliminated to arrive at consolidated totals. Revenues as presented are consistent with GAAP measurement principles and our CODM's review of segment information.

~~The~~(b) ~~following~~Other ~~table~~segment ~~sets~~cost ~~forth~~of ~~inventories by~~revenues for each reportable segment includes product costs, personnel costs (including stock-based compensation), and other manufacturing and overhead costs necessary to produce and sell our products and services, excluding depreciation, amortization and any non-cash inventory step-up amortization expense. ~~Our~~ ~~chief~~(c) ~~operating~~Gross ~~decision~~profit ~~maker~~as presented is ~~not provided~~ consistent with ~~and~~GAAP ~~does~~measurement ~~not~~principles ~~regularly~~and ~~review~~our ~~any~~CODM's ~~other~~review of segment ~~asset~~ information.

	December 31,		March 31,
	2024		2024
Sterilization and Disinfection Control	$	5,728	$	7,014
Clinical Genomics		10,709		11,813
Biopharmaceutical Development		5,853		6,304
Calibration Solutions		5,832		7,544
Total Inventories	$	28,122	$	32,675

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The following table sets forth inventories by reportable segment. Our CODM is not provided with and does not regularly review any other segment asset information.

	*June 30,*		*March 31,*
	*2025*		*2025*
Sterilization and Disinfection Control	$	6,269	$	5,545
Biopharmaceutical Development		5,944		4,934
Calibration Solutions		5,887		5,110
Clinical Genomics		10,006		9,776
Total inventories	$	28,106	$	25,365

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except per share amounts)

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report on Form 10-Q do not constitute guarantees of future performance. Investors are cautioned that statements in this Quarterly Report on Form 10-Q which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding current or future financial performance and position; results of acquisitions; management’s strategy, plans and objectives for future operations or acquisitions, product development and sales; and adequacy of capital resources and financing plans constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates, and management’s beliefs and assumptions. In addition, other written and oral statements that constitute forward-looking statements may be made by the Company or on the Company’s behalf. Words such as “seek,” “believe,” “may,” “intend,” “could,” “target,” “expect,” “anticipate,” “plan,” “estimate,” “project,” or variations of such words and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks associated with: our ability to successfully grow our business, including as a result of acquisitions; the effect that acquisitions have on our operations; our ability to consummate acquisitions at our historical rate and at appropriate prices, and our ability to effectively integrate acquired businesses and achieve desired results; the market acceptance of our products; technological or market viability of our products; potential reduced demand for our products, including as a result of competitive factors; conditions in the global economy and the particular markets we serve; significant developments or uncertainties stemming from governmental actions, including changes in trade policies such as tariffs, and changes in medical device regulations; the timely development and commercialization, and customer acceptance, of enhanced and new products and services; retirement of old products and customer migration to new products; the potential inaccuracy of projections of revenues, growth, operating results, profit margins, earnings, expenses, margins, tax rates, tax provisions, liquidity, cash flows, demand, and competition; the effects of actions taken to become more efficient or lower costs; supply chain challenges; cost pressures; laws regulating fraud and abuse in ~~the~~our ~~health care industry~~industries, privacy and security of health and personal information; product liability; information security; outstanding claims, legal and regulatory proceedings; international business challenges including anti-corruption and sanctions laws and political developments; tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic, industry, and capital markets conditions; the timing of any of the foregoing; and assumptions underlying any of the foregoing. Such risks and uncertainties also include those listed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2024~~2025 and in this report. The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. We disclaim any obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare, and medical device industries. We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and Asia Pacific, and by independent distributors ~~in these areas as well as~~ throughout the ~~rest of the~~ world. ~~We prefer markets in which we can establish a strong presence and achieve high gross profit~~ ~~margins.~~

As of ~~December~~June 3130, ~~2024~~2025, we managed our operations in four reportable segments, or divisions: Sterilization and Disinfection Control, ~~Clinical Genomics,~~ Biopharmaceutical Development, Calibration Solutions, and ~~Calibration~~Clinical ~~Solutions~~Genomics. Each of our divisions is described further in "Results of Operations" below. Unallocated corporate expenses and other business activities are reported within Corporate and Other.

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Corporate Strategy

We strive to create stakeholder value and further our purpose of Protecting the Vulnerable® by growing our business both organically and through acquisitions, by improving our operating efficiency, and by continuing to hire, develop and retain top talent. AsWe ~~a business, we~~ commit to our purpose of Protecting the Vulnerable® every day by taking a customer-focused approach to developing, building, and delivering our products and services. We serve a broad set of industries, in particular the pharmaceutical, healthcare, and medical device ~~verticals~~sectors, in which the safety, quality, and efficacy of products is critical,. By by delivering the highest quality products possible., Wewe are committed to protecting the communities we serve.

Organic Revenues Growth

Organic revenues growth is driven by expansion of our customer base, increases in sales volumes, new product offerings, and price increases, and may be affected positively or negatively by the impact of changes in foreign currency rates on our reported revenues. Our ability to increase organic revenues is affected by general economic conditions, both domestic and international, customer capital spending trends, competition, currency exchange rates, and the introduction of new products. Our policy is to price our products and services competitively and, where possible, we pass along cost increases to our customers in order to maintain our margins. We typically evaluate costs and pricing annually, with price increases effective January 1. We evaluate the need to increase prices at other times of the year in response to significant facts and circumstances that may arise, such as increases in the price of inputs to our products, or in response to changes in government or regulatory policies, for example, due to the imposition of tariffs.

Inorganic Growth - Acquisitions

Over the past decade, we have consummated a number of acquisitions ~~as part~~ of ~~our growth strategy. We may pursue acquisitions of~~ businesses, technologies, or intangibles such as customer lists, ~~depending~~as onpart ~~available~~of ~~strategic~~our ~~opportunities~~growth strategy. Our acquisitions have allowed us to expand our product offerings and the industries we serve, globalize our company, and increase the scale at which we operate. In turn, this growth affords us the ability to improve our operating efficiency, extend our customer base, and further the pursuit of our purpose: Protecting the Vulnerable®.

Improving Our Operating Efficiency

Our ongoing goal is to maximize value in our ~~existing~~ businesses ~~and those we acquire~~ by implementing efficiencies in our manufacturing, commercial, engineering, and administrative operations. We achieve efficiencies using the ~~four pillars that make up the~~ Mesa Way, ~~which is~~ our customer-centric, lean-based system for continuously improving ~~and operating the manufacturing and administrative aspects of~~ our ~~high-margin, niche businesses~~operations. The Mesa Way is ~~focused~~built on four key pillars: "Measuring What Matters" based on our customers' perspectives and setting high standards of performance; "Empowering Teams" to improve operationally and to exceed customer expectations; "Sustainably Improving" using lean-based tools designed to help us identify and prioritize the best opportunities; and "Always Learning" soto ~~that~~continuously ~~performance~~build ~~continuously~~knowledge ~~improves~~and capabilities to drive long-term performance.

~~Page~~Our 16 gross profit is affected by many factors, including the types of products and services sold and the geographical region in which we sell them, labor and product costs (including costs of transporting, importing and exporting goods, and associated tariffs), manufacturing efficiencies, foreign currency rates and price competition. Historically, as we have integrated acquisitions into our business and taken advantage of manufacturing efficiencies, our gross profit percentages for some products have improved. There are, however, differences in gross profit percentages between product lines, and ultimately our mix of revenues will continue to impact our overall gross profit.

~~Table~~We continuously pursue opportunities to improve the efficiency of ~~Contents~~ our administrative functions, including through the use of process automation and artificial intelligence.

Our gross profit is affected by many factors, including product mix, foreign currency rates, manufacturing efficiencies, costs of products and labor, and price competition. Historically, as we have integrated our acquisitions and taken advantage of manufacturing efficiencies, our gross profit percentages for some products have improved. There are, however, differences in gross profit percentages between product lines, and ultimately our mix of revenues will continue to impact our overall gross profit.

Hire, Develop, and Retain Top Talent

At the center of our organization are talented people who are capable of taking on new challenges using a team-based approach. Indeed, it is our exceptionally talented workforce that works together to find ways to continuously and sustainably improve our products, our services, and ourselves, resulting in long-term value creation for our stakeholders.

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General Trends

We are a global company with multinational operations. During the ~~nine~~ three months ended ~~December 31~~June 30, ~~2024~~2025, approximately 5254% of our revenues were earned outside of the United States. WeOur ~~face~~geographic ~~both opportunities~~ and ~~challenges~~industry ~~resulting~~diversity ~~from~~presents ~~our~~both ~~geographic~~opportunities and ~~industry diversity~~challenges, ~~such~~including asthose associated with operating in varied economic environments, ~~across~~complying ~~served~~with ~~geographies~~increasing regulatory requirements including tariffs and reciprocal tariffs, navigating global labor trends and costs, adapting to technology changes in served markets, pursuing expansion opportunities in high-growth markets, ~~the~~and ~~impacts~~monitoring of foreign currency ~~movements~~impacts against the U.S. dollar ("USD")~~, changes in trends and costs of a global labor force, and increasing regulation~~. Our continued revenues growth will depend on our ability to (i) ~~continue commercial efforts to~~ expand business with new and existing customers through ongoing commercial efforts, (ii) identify, consummate and integrate acquisitions successfully, and (iii) develop or ~~purchase~~acquire differentiated products and services. We strive to maintain our profitability by improving the effectiveness of our sales ~~forces~~force, by continuing to pursue cost reduction initiatives, and by ~~improving~~taking a long-term strategic approach to investments in our ~~operating~~business ~~efficiency~~that we believe will support future commercial success. 

During the first ~~three quarters~~ quarter of fiscal year ~~2025~~2026, our revenues increased 132.74% versus the comparable prior year period~~. GKE~~, which we purchased during the third quarter of fiscal year 2024, contributed $18,971 of revenues in the first three quarters of fiscal year 2025 compared with $3,837 from the acquisition date in mid-October 2023 through December 31, 2023. Organic revenues increased 4.3% during the first three quarters of fiscal year 2025, primarily as a result of organic revenues growth ofin ~~26.6% from~~ our ~~Biopharmaceutical~~Sterilization ~~Development~~and ~~division, 10.1%~~Disinfection ~~from~~Control ~~our~~and Calibration Solutions ~~division~~divisions, ~~and 2.9% from our Sterilization and Disinfection Control division,~~ partially offset by ~~a 14.2%~~revenues ~~organic~~declines ~~revenue decline~~ in our Clinical Genomics ~~division~~and Biopharmaceutical Development divisions.

~~Our~~Gross ~~Biopharmaceutical~~profit ~~Development~~as ~~division~~a ~~has~~percentage ~~particularly~~of ~~benefited~~revenues ~~from~~decreased an2.0 ~~improved~~percentage ~~environment~~points ~~for~~to ~~capital~~62.0% ~~equipment purchases~~ in the ~~biopharmaceutical~~first ~~vertical~~quarter inof fiscal year ~~2025.~~2026 ~~Furthermore,~~versus ~~consumables~~the ~~revenues~~comparable inprior ~~our~~year ~~Biopharmaceutical~~period; ~~Development~~however, ~~division~~the ~~increased~~direct impact byof ~~20.3%~~tariffs inon our gross profit percentage for the ~~third~~first quarter of fiscal year 2026 was modest. Operating expenses increased 7.0% for the three months ended June 30, 2025 versus the comparable prior year period,. asChanges ~~customers~~in ~~who~~global ~~purchased~~markets, ~~equipment~~including ~~over~~the weakening of the ~~past~~U.S. 12dollar, ~~months~~current ~~are adopting~~tariffs ~~our~~and ~~technology~~inflationary ~~into~~pressures, ~~their~~and ~~businesses~~economic uncertainty during the three months ended June 30, ~~resulting~~2025 have resulted in ~~escalating~~higher ~~consumables~~reported ~~purchases.~~costs ~~Our~~of ~~Clinical~~revenues ~~Genomics~~and ~~business~~operating ~~continued~~expenses. toWe ~~experience~~expect ~~challenges~~that ~~presented~~the byimpact ~~changing~~of ~~global~~current ~~regulatory~~tariffs will ~~environments.~~continue ~~However,~~to ~~Clinical~~apply upward ~~Genomics'~~pressure ~~revenues~~on ~~increased~~our 10costs.2% ~~from~~In ~~the~~future ~~second~~periods, ~~quarter~~we expect to partially offset the ~~third~~operating ~~quarter~~profit impact of ~~fiscal~~the ~~year~~enacted ~~2025~~tariff with price increases, ~~and~~supply ~~increased~~chain ~~1.0%~~adjustments, insurcharges, ~~the~~and ~~third~~additional ~~quarter~~productivity ofand ~~fiscal~~cost ~~year~~savings ~~2025~~actions; however, ~~versus~~we cannot predict the ~~comparable~~impact ~~prior~~rising ~~year~~costs ~~period~~will ultimately have on our operating profits.

~~Gross~~We ~~profit~~source asparts aand ~~percentage~~materials offrom ~~revenues increased~~vendors 1and sell to customers throughout the world.~~4 percentage~~ ~~points~~Beginning in the first ~~nine~~quarter ~~months~~ of fiscal year ~~2025~~2026, ~~versus~~ the ~~comparable~~U.S. ~~prior~~implemented ~~year~~significant ~~period,~~tariffs ~~primarily~~on ~~due~~imports tofrom ~~$3,388~~a wide range of ~~lower~~countries, ~~intangible~~which ~~asset~~prompted ~~amortization~~retaliatory ~~expense~~tariffs ~~flowing~~by ~~through~~a ~~cost~~number of ~~revenues~~countries, asresulting in some cases in a ~~result~~cycle of further retaliatory tariffs by both the ~~Clinical~~U.S. ~~Genomics~~and ~~intangible~~other ~~asset~~countries. ~~impairment~~In ~~charge~~early ~~recorded~~April in2025, actions were taken by the ~~fourth~~U.S. ~~quarter~~and certain other countries to delay the effective date of ~~fiscal~~certain ~~year~~of ~~2024~~these tariffs, ~~partially~~but ~~offset~~a bynumber ~~higher~~of ~~performance-based~~the ~~compensation~~new ~~costs~~tariffs ~~related~~remain in effect, including significant tariffs between the U.S. and China. In addition to ~~our~~changes ~~financial~~in ~~performance~~trade policy, there have been a number of international and domestic policy and regulatory changes in recent years that have resulted in uncertainty and in some cases, slower selling cycles for our instruments.

~~Operating~~Our ~~expenses~~Sterilization ~~were~~and ~~approximately~~Disinfection ~~flat during~~Control ~~the~~and ~~nine~~Calibration ~~months~~Solutions ~~ended~~division ~~December~~benefited ~~31, 2025~~from ~~versus~~strong ~~the~~commercial ~~comparable~~execution ~~prior~~and increased ~~year~~orders ~~period. Increases~~ in ~~operating~~the ~~expense~~first ~~were~~quarter ~~primarily~~of ~~attributable~~fiscal toyear ~~(i)~~2026 ~~higher~~compared ~~performance-based~~to ~~compensation~~the ~~expenses and~~same ~~higher~~period ~~professional~~in ~~services~~fiscal ~~costs~~year ~~for~~2025. ~~compliance~~Both ~~activities and integration activities related to~~ the ~~GKE~~Biopharmaceutical ~~acquisition~~Development and ~~(ii)~~Clinical ~~nine~~Genomics ~~months~~divisions ofexperienced ~~operating~~challenges ~~expenses~~presented ~~from~~by ~~GKE,~~changing ~~versus~~global ~~only~~trade ~~about two~~ and aregulatory ~~half~~environments, ~~months~~including in the ~~comparable~~impact ~~year~~of totariffs ~~date~~and ~~period.~~uncertainty ~~These~~regarding ~~increases~~their ~~were largely~~duration ~~offset~~and bymagnitude, ~~lower~~which ~~amortization~~contributed ~~expense~~to delays in ~~fiscal~~customer ~~year~~purchasing ~~2025~~decisions. ~~The strengthening of the USD also decreased reported expenses incurred in Europe.~~

~~Operating~~The ~~income~~strengthening ~~was~~of ~~$14,867~~foreign ~~for~~currencies against the ~~nine~~U.S. ~~months~~dollar ~~ended~~increases ~~December~~our 31reported revenues, gross ~~2025~~profit margins, ~~an increase~~operating ofexpenses ~~$15~~and other income,~~658~~ ~~versus~~and impacts the ~~comparable~~comparability ~~prior~~of ~~year~~our ~~period~~results between periods. Conversely, ~~primarily~~the ~~due~~strengthening toof ~~increased~~the U.S. dollar against other major currencies would adversely impact our revenues and ~~lower~~results ~~amortization~~of ~~expense~~operations overall.

~~The~~ Page ~~weakening of foreign currencies against the USD decreases our reported revenues, gross profit margins, and operating expenses, and impacts the comparability of our results between periods.~~ 21

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Results of Operations

Our results of operations and period-over-period changes are discussed in the following section. The tables and discussion below should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and the notes thereto appearing in Item 1. Financial Statements (~~in thousands, except percent data~~Unaudited).

Results by reportable segment are as follows:

	Revenues				Organic Revenues Growth (non-GAAP) (a)						Gross Profit as a % of Revenues
	Three Months Ended December 31,				Three Months Ended December 31,						Three Months Ended December 31,
	Three Months Ended June 30,
	2024		2023		2024			2023			2024			2023
amounts in thousands, except percent data		2025		2024		2025			2024			2025			2024
Sterilization and Disinfection Control	$	2325,~~507~~410	$	1922,~~338~~957		710.87	%		(4.89	%)		7071.05	%		7267.18	%
Clinical Genomics		12,667		12,546		1.0	%		(19.5	%)		54.9	%		51.4	%
Biopharmaceutical Development		11,486		12,008		(4.3	%)		21.4	%		54.9	%		66.3	%
Biopharmaceutical Development		12,237		9,430		29.8	%		(19.1	%)		61.6	%		61.9	%
Calibration Solutions		12,350		11,801		4.7	%		3.0	%		57.0	%		61.4	%
Calibration Solutions		14,429		12,159		18.7	%		12.9	%		61.0	%		59.3	%
Clinical Genomics		10,297		11,404		(9.7	%)		(14.7	%)		52.7	%		56.9	%
Mesa's reportable segments	$	62,840	$	53,473		12.6	%		(8.6	%)		63.3	%		62.5	%
Total	$	59,543	$	58,170		2.4	%		2.5	%		62.0	%		64.0	%

~~Page~~(a) 17 Organic revenues growth is a non-GAAP measure of financial performance. See "Non-GAAP Measures" below for further information and for a reconciliation of organic revenues growth to total revenues growth. Organic revenues growth in our Sterilization and Disinfection Control division for the three months ended June 30, 2024 differed from total GAAP revenues growth due to the acquisition of GKE; for all other amounts presented, GAAP revenues growth is equivalent to organic revenues growth.

Table of Contents

	Revenues				Organic Revenues Growth (non-GAAP) (a)						Gross Profit as a % of Revenues
	Nine Months Ended December 31,				Nine Months Ended December 31,						Nine Months Ended December 31,
	2024		2023		2024			2023			2024			2023
Sterilization and Disinfection Control	$	68,669	$	52,345		2.9	%		1.0	%		68.7	%		72.6	%
Clinical Genomics		35,570		41,464		(14.2	%)		(14.6	%)		54.4	%		50.4	%
Biopharmaceutical Development		36,112		28,526		26.6	%		(18.2	%)		62.8	%		62.3	%
Calibration Solutions		38,492		34,948		10.1	%		8.6	%		60.4	%		57.4	%
Mesa's reportable segments	$	178,843	$	157,283		4.3	%		(6.2	%)		62.9	%		61.5	%

(a) Organic revenues growth is a non-GAAP measure of financial performance. See "Non-GAAP Measures" below for further information and for a reconciliation of organic revenues growth to total revenues growth.

Our unaudited condensed consolidated results of operations are as follows:

	Three Months Ended December 31,						Total			Nine Months Ended December 31,					Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024		2023			Change
amounts in thousands, except percent data		2025			2024			Change
Revenues	$	6259,~~840~~543		$	5358,~~473~~170			172.54	%	$	~~178,843~~	$	~~157,283~~			~~13.7~~	%
Gross profit		3936,~~754~~939			3337,~~402~~249			~~19.~~(0.8	%)		~~112,458~~		~~96,694~~			~~16.3~~	%
Operating expense		33,~~975~~875			3331,~~469~~669			17.50	%		~~97,591~~		~~97,485~~			~~0.1~~	%
Operating income (loss)		5,779			(67	)		8,725.4	%		14,867		(791	)		1,979.5	%
Operating income		3,064			5,580			(45.1	%)
Net (loss) income	$	(1,676	)	$	2,116			(179.2	%)	$	5,140	$	337			1,425.2	%
Net income	$	4,742		$	3,388			40.0	%

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Reportable Segments

Sterilization and Disinfection Control

Our Sterilization and Disinfection Control division manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device, and healthcare industries. The division also provides testing and laboratory services, mainly to the dental and pharmaceutical industries. Sterilization and Disinfection Control products are disposable and are used on a routine basis.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Revenues	$	2325,~~507~~410		$	1922,~~338~~957			2110.67	%	$	~~68,669~~		$	~~52,345~~			~~31.2~~	%
Gross profit		1618,~~461~~166			1315,~~951~~558			1816.08	%		~~47,191~~			~~38,018~~			~~24.1~~	%
Gross profit as a % of revenues		7071.05	%		7267.18	%	3.7 pt	~~(2.1 pt)~~			~~68.7~~	%		~~72.6~~	%		~~(3.9 pt)~~

The Sterilization and Disinfection Control division's revenues increased 2110.67% ~~and 31.2%~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024, respectively,~~ 2025 versus the comparable prior year ~~periods~~period. ~~The~~Growth ~~increase~~was isdriven ~~primarily attributable to~~by ~~the~~strong ~~GKE~~commercial ~~acquisition,~~execution ~~which~~resulting ~~contributed~~in ~~inorganic~~increased ~~revenues~~sales ~~of $2~~volumes,~~857 and~~ ~~$14,974 for the three~~ and ~~nine months ended December 31, 2024, respectively. The division's organic revenues increased 7.8% and 2.9% for the three and nine months ended December 31, 2024 compared~~ to ~~the~~a ~~corresponding~~lesser ~~prior year periods. Excluding GKE~~extent, ~~orders~~ increased ~~13.1%~~order ~~and~~fulfillments ~~8.5%~~of ~~for~~our ~~the three and nine months ended December 31, 2024, driven by strong commercial execution. Increased orders, in turn, resulted in an increase in~~ past due backlog as ofour ~~December~~manufacturing ~~31,~~productivity ~~2024 versus both September 30~~increased, ~~2024~~as ~~and~~well ~~March~~as ~~31,~~the ~~2024. We~~benefit ~~expect~~of tohigher ~~increase~~reported ~~order~~revenues ~~fulfillments~~as ~~during~~ the ~~fourth~~euro ~~quarter~~strengthened ~~which~~against ~~will~~the ~~enable~~U.S. usdollar. toWe ~~lower~~reduced our past due backlog, ~~and~~by ~~drive~~approximately ~~increased~~$0.8 ~~organic~~million ~~revenue~~compared ~~growth~~to ~~for~~March ~~fiscal~~31, ~~year~~ 2025.

~~For~~Gross ~~the~~profit ~~three~~as ~~months~~a ~~ended~~percentage ~~December~~of ~~31,~~revenues ~~2024,~~increased ~~gross~~3.7 ~~profit~~ percentage ~~declined~~points ~~because~~for three ~~the~~months ~~division~~ended ~~made~~June ~~larger~~30, ~~than normal sales to certain distributors at lower than typical margins~~2025, ~~and~~primarily ~~experienced~~as ~~unfavorable~~a ~~changes~~result inof ~~foreign~~a ~~currency~~$0.8 ~~The~~million ~~division~~charge ~~benefitted from $412 lower~~ for non-cash inventory step-up amortization inrelated ~~the~~to ~~three months ended December 31, 2024 versus~~ the ~~comparable~~GKE ~~prior~~acquisition ~~year~~that ~~period. For~~was ~~the~~recorded ~~nine~~in ~~months ended December 31, 2024, gross profit declined because we incurred $820 more non-cash inventory step-up amortization costs versus~~ the comparable prior year period, ~~made~~and ~~larger than normal sales~~ to ~~certain~~a ~~distributors~~lesser ~~at lower than typical margins~~extent, ~~and~~favorable ~~experienced unfavorable changes in~~ foreign currency impacts. Excluding the impact of non-cash inventory step -up amortization, gross profit as a percentage of revenue would have been 7071.~~0% and 74.3% and 70.~~5% and 7371.42% for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, respectively.

Clinical Genomics

The Clinical Genomics division develops, manufactures and sells highly sensitive, low-cost, high-throughput genetic analysis tools and related consumables and services that enable clinical research labs and contract research organizations to perform genomic testing for a broad range of research applications in several therapeutic areas, such as screenings for hereditary diseases, pharmacogenetics, oncology related applications, and toxicology research.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	2024			2023			Change			2024			2023			Change
Revenues	$	12,667		$	12,546			1.0	%	$	35,570		$	41,464			(14.2	%)
Gross profit		6,948			6,449			7.7	%		19,344			20,904			(7.5	%)
Gross profit as a % of revenues		54.9	%		51.4	%		3.5 pt			54.4	%		50.4	%		4.0 pt

The Clinical Genomics division's revenues increased 1.0% for the three months ended December 31, 2024 versus the comparable prior year period, primarily due to strong consumables growth in North America, partially offset by decreased revenues in China. Revenues in China have been impacted since the third quarter of fiscal year 2024 by lower demand, driven by weakness in spending on capital equipment as China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies and maintaining control over China’s economic growth through setting monetary policy and determining treatment of particular industries. Additionally, hardware sales in the United States continue to be impacted by increased regulations of new lab-developed tests. Clinical Genomics revenues decreased 14.2% for the nine months ended December 31, 2024 versus the comparable period primarily due to decreased revenues in China, and to a lesser extent, lower hardware sales in the United States as a result of regulatory challenges that affected results for the three months ended December 31, 2024.

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Gross profit percentage for the Clinical Genomics division increased 3.5 and 4.0 percentage points for the three and nine months ended December 31, 2024 versus the comparable prior year periods, primarily due to lower intangibles amortization expense as a result of an impairment charge recorded in the fourth quarter of fiscal year 2024. Excluding amortization expense, gross profit as a percentage of revenues would have decreased 6.3% for the three months ended December 31, 2024 versus the comparable prior year period, primarily attributable to lower margin instrument sales into the APAC region. Excluding amortization expense, gross profit as a percentage of revenues would have decreased 4.7% for the nine months ended December 31, 2024 versus the comparable prior year period as a result of lower revenues on a partially fixed cost base and lower margin instrument sales into the APAC region. The lower margin sales into APAC reflect a change in our strategy for growth in this division that we expect will drive our future consumables sales.

Biopharmaceutical Development

Our Biopharmaceutical Development division ("BPD") develops, manufactures, sells and ~~sells~~services automated systems for protein analysis (immunoassays) and peptide synthesis solutions. Immunoassays and peptide synthesis solutions accelerate the discovery, development, and manufacture of biotherapeutic therapies, among other applications.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Revenues	$	1211,~~237~~486		$	912,~~430~~008			29(4.83	%)	$	~~36,112~~		$	~~28,526~~			~~26.6~~	%
Gross profit		76,~~539~~306			57,~~841~~959			29(20.18	%)		~~22,665~~			~~17,783~~			~~27.5~~	%
Gross profit as a % of revenues		6154.69	%		6166.93	%	(11.4 pt)	~~(0.3 pt)~~			~~62.8~~	%		~~62.3~~	%		~~0.5 pt~~

The Biopharmaceutical Development division's revenues ~~increased~~decreased 294.83% ~~and 26.6%~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 versus the comparable prior year ~~periods,~~period. ~~primarily~~The ~~due~~decline toin ~~increased~~revenues ~~capital~~for ~~spending~~the three inmonths ended June 30, 2025 was driven by the ~~biopharmaceutical~~timing ~~markets.~~of ~~Revenues~~customer ~~from~~immunoassays ~~hardware~~order ~~and~~placements, ~~software~~including ~~sales~~order ~~increased~~delays ~~69.7%~~as ~~and~~customers ~~85.5%~~navigate ~~for~~purchasing ~~the~~decisions ~~three~~amid ~~and~~evolving ~~nine~~macroeconomic ~~months~~uncertainty ~~ended~~and ~~December~~tariff 31conditions, ~~2024,~~partially ~~respectively,~~offset ~~versus~~by ~~the~~higher ~~comparable~~reported ~~prior~~revenues ~~year~~from ~~periods.~~the ~~Consumables~~strengthening ~~revenues~~of ~~increased~~the ~~20.3%~~euro ~~for~~against the ~~three~~U.S. ~~months~~dollar. ~~ended~~While ~~December~~revenues 31from hardware, ~~2024~~and ~~versus~~to ~~the~~a ~~comparable~~lesser ~~prior~~extent consumables, ~~year~~declined, ~~period~~revenues asfrom ~~customers~~services ~~who~~increased ~~purchased~~3.5% ~~hardware~~for ~~over~~ the ~~past~~three 12 months ~~are~~ended ~~adopting~~June ~~our~~30, ~~technology~~2025 ~~into~~versus ~~their~~the ~~business,~~comparable ~~increasing~~prior ~~their~~year ~~demand for consumables~~period.

~~For~~Gross profit as a percentage of revenues for the Biopharmaceutical Development division decreased 11.4 percentage points for the three months ended ~~December~~June 3130, ~~2024,~~2025. ~~gross~~The ~~margin~~decrease was primarily due to unfavorable product mix as ahigher-margin ~~percentage~~immunoassays revenues comprised approximately 68% of the division’s total revenues, ~~for~~versus approximately 76% in the ~~Biopharmaceutical~~comparable ~~Development~~prior ~~division~~year ~~decreased~~period, ~~slightly~~and asdecreased revenues. Additionally, a ~~result~~large percentage of ~~unfavorable~~the ~~product~~division’s ~~mix~~cost of goods is denominated in Swedish krona, which appreciated approximately 12% against the U.S. ~~For~~dollar for the ~~nine~~three months ended ~~December~~June 3130, ~~2024,~~2025 ~~gross~~versus ~~margin~~the ascomparable aprior ~~percentage~~year ofperiod. We ~~revenues~~do ~~for~~not expect the ~~Biopharmaceutical~~peptides ~~Development~~mix ~~division~~to ~~increased~~remain ~~slightly,~~at ~~primarily~~elevated aslevels athroughout ~~result~~the rest of ~~higher~~fiscal ~~revenues~~year on2026, aand ~~partially~~as ~~fixed~~a ~~cost~~result, ~~base and~~we ~~a favorable~~anticipate ~~product~~gross ~~mix,~~margin ~~partially~~percentage for ~~offset~~the byBiopharmaceutical ~~foreign~~Development ~~currency~~division ~~impacts~~will improve.

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Calibration Solutions

The Calibration Solutions division develops, manufactures ~~and~~, sells and services quality control products using principles of advanced metrology to enable customers to measure orand calibrate critical ~~chemical~~ ~~or physical~~ parameters in ~~various~~applications ~~dialysis,~~such ~~process~~as ~~monitoring, instrument~~renal ~~monitoring~~care, environmental and process monitoring, gas flow~~, environmental~~ ~~air quality,~~ and torque ~~applications, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory, and hospital environments~~testing.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Revenues	$	1412,~~429~~350		$	1211,~~159~~801			184.7	%	$	~~38,492~~		$	~~34,948~~			~~10.1~~	%
Gross profit		87,~~806~~042			7,~~212~~242			22(2.18	%)		~~23,258~~			~~20,050~~			~~16.0~~	%
Gross profit as a % of revenues		6157.0	%		5961.34	%	(4.4 pt)	~~1.7 pt~~			~~60.4~~	%		~~57.4~~	%		~~3.0 pt~~

The Calibration Solutions division's revenues increased 184.7% ~~and 10.1%, respectively,~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 versus the comparable prior year ~~periods~~period, primarily due to commercial efforts ~~and~~to ~~price~~renew ~~increases~~contracts with larger customers that incentivized utilization of our service offerings, particularly in our ~~Renal~~renal ~~Care~~care product ~~lines~~line and, to a lesser extent, price increases.

The Calibration Solutions division's gross profit as a percentage ~~increased~~of ~~1.7 and~~revenues 3decreased 4.04 percentage points for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024, respectively,~~ 2025 versus the comparable prior year ~~periods~~period, primarily due to increased ~~revenues~~labor oncosts, aas ~~partially~~we ~~fixed~~have ~~cost~~hired ~~base~~additional employees to support future growth, and to a ~~favorable~~lesser extent as a result of increased manufacturing input costs, primarily due to tariffs, and product mix.

Clinical Genomics

The Clinical Genomics division develops, manufactures and sells highly sensitive high-throughput genetic analysis tools and related consumables and services that enable clinical research labs and contract research organizations to perform genomic testing for a broad range of research applications in several therapeutic areas, such as screenings for hereditary diseases, pharmacogenetics, oncology related applications and toxicology research.

	Three Months Ended June 30,						Total
amounts in thousands, except percent data		2025			2024		Change
Revenues	$	10,297		$	11,404			(9.7	%)
Gross profit		5,425			6,490			(16.4	%)
Gross profit as a % of revenues		52.7	%		56.9	%	(4.2 pt)

The Clinical Genomics division's revenues decreased 9.7% for the three months ended June 30, 2025 versus the comparable prior year period, primarily due to lower sales in China as a result of macroeconomic, regulatory and tariff uncertainty. Decreases in China were partially offset by 18.6% increases in revenues in the United States, primarily from consumables, as we execute our new product development and commercial strategy. While we anticipate revenues growth in the U.S. and Europe in the remainder of the fiscal year, we expect revenues from China over the remainder of the fiscal year to continue to decrease compared to the prior year.

Gross profit percentage for the Clinical Genomics division decreased 4.2 percentage points for the three months ended June 30, 2025 versus the comparable prior year period, primarily due to lower revenues on a partially fixed cost base.

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Operating Expense

Operating expense increased 17.~~5% and~~ 0.1% for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024, respectively,~~2025 versus the comparable prior year ~~periods~~period. Reported ~~Excluding~~selling, ~~decreased~~general ~~amortization~~and ~~expense~~administrative, ~~resulting~~and ~~from~~research ~~prior~~and ~~year~~development ~~impairments~~expenses ofincreased ~~intangible~~due ~~assets,~~to ~~operating~~the ~~expense~~weakening ~~increased~~of 10the U.5%S. dollar against the euro and ~~7.6%~~Swedish krona for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 compared to the prior year period.

Selling Expense

Selling expense is driven primarily by labor costs, including salaries and commissions; accordingly, it may vary with sales levels.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Selling expense	$	10,~~450~~933		$	910,~~737~~116			78.31	%	$	~~30,415~~		$	~~28,363~~			~~7.2~~	%
As a percentage of revenues		1618.64	%		1817.24	%	1.0 pt	~~(1.6 pt)~~			~~17.0~~	%		~~18.0~~	%		~~(1.0 pt)~~

Selling expense for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025 increased 78.31% ~~and 7.2%, respectively,~~ versus the comparable prior year ~~periods~~period. The ~~increases~~increase is ~~are~~ primarily attributable to ~~increased~~ ~~performance-based~~investments ~~compensation~~in ~~expense~~additional aspersonnel ~~our financial results improved~~expenses ~~and,~~in ~~for~~an ~~the~~effort ~~nine~~to ~~months~~continue ~~ended~~to ~~December~~drive ~~31,~~higher ~~2024,~~organic ~~the addition of GKE's selling expenses~~growth.

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General and Administrative Expense

Labor costs, amortization of intangible assets, and non-cash stock-based compensation drive the substantial majority of our general and administrative expense.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
General and administrative expense	$	1817,~~472~~958		$	1916,~~438~~818			(56.08	%)	$	~~52,754~~		$	~~55,024~~			~~(4.1~~	%)
As a percentage of revenues		2930.42	%		3628.49	%	1.3 pt	~~(7.0 pt)~~			~~29.5~~	%		~~35.0~~	%		~~(5.5 pt)~~

~~Excluding~~General ~~decreased amortization expense related to prior year intangible asset impairments, general~~ and administrative expense ~~would have~~ increased 106.58%, ~~for~~primarily ~~the~~due ~~three~~to ~~months~~higher ~~ended~~personnel ~~December 31~~costs, ~~2024,~~including ~~primarily~~increased asnon-cash ~~a result of higher performance~~stock-based compensation ~~expense.~~resulting ~~Excluding~~from ~~amortization~~an ~~expense,~~adjustment ~~for~~to ~~the~~performance-based ~~nine~~awards to ~~months~~reflect ~~ended~~achievement ~~December~~against ~~31,~~targets ~~2024,~~through ~~general administrative~~June ~~costs~~30, ~~would~~2025. ~~have~~Increases ~~increased~~to ~~9.8%,~~stock-based ~~primarily~~compensation asexpense awere ~~result~~partially ofoffset ~~higher~~by ~~expense~~lower ~~for~~consulting ~~performance-based~~and ~~personnel~~professional ~~costs~~services expenses, ~~the~~as ~~addition~~our ofprior ~~GKE's~~year ~~administrative~~results ~~operating expenses,~~included ~~professional~~consulting ~~services~~ costs related to integrating GKE into our enterprise resource planning ~~tool, and other compliance efforts~~system.

Research and Development Expense

Research and development expense is predominantly comprised of labor costs and costs of third-party consultants.

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Research and development expense	$	54,~~053~~984		$	4,~~294~~735			175.73	%	$	~~14,422~~		$	~~14,098~~			~~2.3~~	%
As a percentage of revenues		8.04	%		8.01	%	0.3 pt	~~- pt~~			~~8.1~~	%		~~9.0~~	%		~~(0.9 pt)~~

Research and development expenses increased slightly ~~17.7% and 2.3%~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024, respectively,~~2025 versus the comparable prior year ~~periods~~period, primarily as a result of ~~higher~~purchases ~~performance-based~~of ~~compensation~~supplies ~~expense, partially offset by lower salaries expense, which is expected~~ to ~~continue~~support ~~to future periods, and reduced~~ project-specific research and development ~~supplies purchases following our fiscal year 2024 cost containment efforts~~activities.

~~Non-operating~~ Page ~~Expense (Income), Net~~ 25

	Three Months Ended December 31,					Total			Nine Months Ended December 31,						Total
	2024		2023			Change			2024			2023			Change
Interest expense and amortization of debt issuance costs	$	2,842	$	1,856			53.1	%	$	9,340		$	3,809			145.2	%
(Gain) on extinguishment of convertible senior notes		-		-			N/A			(2,887	)		-			N/A
Other expense (income), net		5,154		(3,869	)		(233.2	%)		2,914			(4,284	)		(168.0	%)
Non-operating expense (income), net	$	7,996	$	(2,013	)		(497.2	%)	$	9,367		$	(475	)		(2,072.0	%)

Table of Contents

~~We incurred significantly more interest expense during the three and nine months ended December 31, 2024 versus the comparable prior year periods as we re~~Non-~~financed~~Operating ~~our~~(Income) ~~Credit Facility during the first quarter of fiscal year 2025 in order to repurchase $75~~Expense,~~000~~ ~~in aggregate principal of our Notes. We had $98,553 outstanding under our Credit Facility as of December 31, 2024, net of~~Net discounts on the Term Loan, compared to $62,000 outstanding under our Credit Facility as of December 31, 2023. Amounts outstanding under the Credit Facility bear interest at a significantly higher rate than amounts outstanding under the Notes.

The $2,887 gain on extinguishment of our Notes represents the difference between the fair value and the carrying value of the Notes and unamortized debt issuance costs at the time of partial extinguishment in the first quarter of fiscal year 2025.

	Three Months Ended June 30,						Total
amounts in thousands, except percent data		2025			2024			Change
Interest expense and amortization of debt issuance costs	$	2,198		$	2,842			(22.7	%)
(Gain) on extinguishment of convertible senior notes		-			(2,887	)		N/A
Other (income) expense, net		(6,146	)		1,720			(457.3	%)
Non-operating (income) expense, net	$	(3,948	)	$	1,675			(335.7	%)

During the ~~third~~three ~~quarter~~months ofended ~~our~~June ~~prior~~30, ~~fiscal year~~2025, wethe ~~issued~~U.S. andollar ~~intercompany~~weakened ~~loan~~against ~~denominated~~the ineuro. ~~USD~~As to a ~~wholly owned~~result, ~~euro-denominated~~we ~~subsidiary to~~recognized ~~fund the purchase of GKE. We recorded net~~ unrealized foreign currency ~~losses~~gains onof ~~the~~approximately ~~loan~~$6.1 million ~~for~~from ~~the~~an ~~three~~intercompany ~~and~~U.S. ~~nine~~dollar-denominated ~~months~~loan ~~ended~~issued ~~December~~in ~~31,~~fiscal year 2024 ~~due~~ to ~~the~~one ~~strengthening~~ of ~~the~~our ~~USD~~wholly ~~against~~owned, ~~the~~ euro-denominated subsidiaries.

We incurred less interest expense during the three months ended June 30, 2025 versus the comparable prior year period primarily due to lower balances outstanding under our revolving line of credit in fiscal 2026, and to a lesser extent due to lower interest rates on our floating rate debt. We expect interest expense to increase in each remaining quarter of fiscal year 2026 compared to the first quarter of 2026 as our convertible notes mature in August 2025 and will be replaced with a borrowings under our revolving line of credit that will bear interest at a higher rate.

The $2.9 million gain on extinguishment of the convertible notes reported in the first quarter of fiscal year 2025 was a result of the settlement of $75.0 million aggregate principal of the notes during that period.

Income Taxes

	Three Months Ended December 31,						Total			Nine Months Ended December 31,						Total
	Three Months Ended June 30,						Total
	2024			2023			Change			2024			2023			Change
amounts in thousands, except percent data		2025			2024		Change
Income tax (benefit) expense	$	(541	)	$	(170	)		218.2	%	$	360		$	(653	)		(155.1	%)
Income tax expense	$	2,270		$	517			339.1	%
Effective tax rate		2432.4	%		(813.72	%)	19.2 pt	~~33.1 pt~~			~~6.5~~	%		~~206.6~~	%		~~(200.1 pt)~~

Our effective income tax rate was 2432.4% for ~~the~~ three months ended ~~December~~June 3130, ~~2024~~ 2025 compared to (813.7)2% for the three months ended ~~December~~June 3130, ~~2023~~2024. ~~Our~~The ~~effective~~change ~~income~~in the effective tax rate ~~was 6.5%~~ for ~~the~~three ~~nine~~ months ended ~~December~~June 3130, ~~2024~~2025 compared to ~~206~~the prior year period is primarily due to prior year valuation allowance adjustments related to our operations in Germany and an increase in German statutory taxes in the current fiscal year.6% The effective tax rate for the three ~~nine~~ months ended ~~December~~June 3130, ~~2023~~2025 differed from the statutory federal rate of 21% primarily due to the valuation allowances previously established on the U. S. deferred taxes and varying applicable tax rates in foreign jurisdictions.

The change in the effective tax rate for both the three and nine months ended December 31, 2024 compared to the prior year periods is primary due to the valuation allowance established on the US deferred taxes during fiscal year 2024. The effective tax rate for both the three and the nine months ended December 31, 2024 differed from the statutory federal rate of 21% primarily due to the valuation allowance established on the US deferred taxes during fiscal year 2024.

Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.

Net ~~(Loss)~~ Income

Net ~~(loss)~~ income varies with changes in revenues, gross profit, operating expense, and currency exchange rate fluctuations. Net ~~(loss)~~income included $134.6 million,~~002,~~ $~~10,004~~3.9 million and $1.4~~,028~~ million of non-cash amortization of intangible assets ~~acquired in business combinations~~, stock-based compensation expense, and depreciation expense, respectively, and currency gains of $6.2 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025.

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Market-Based Awards

Performance-based restricted stock awards granted during fiscal year 2025 and fiscal year 2024 included a market-based component.

Liquidity and Capital Resources

Our sources of liquidity include cash generated from operations, cash and cash equivalents on hand, ~~cash available from our Credit Facility~~ and ~~our Open Market Sale AgreementSM, working capital, and potential additional equity and debt offerings. We believe that~~ cash ~~flows~~available from ~~operating activities and potential cash provided by~~ borrowings under our Credit Facility or. ~~funds~~We ~~from~~believe ~~our~~these ~~Open~~sources ~~Market~~of ~~Sale~~cash ~~AgreementSM, when necessary, will be~~ are sufficient to meet our ongoing operating requirements, scheduled debt ~~interest~~service ~~and principal payments~~obligations, dividend payments, and anticipated capital expenditures.

~~Our~~Historically, our more significant uses of ~~resources~~cash have ~~historically~~ included acquisitions, payments ofon debt principal and interest obligations, ~~long-term capital expenditures,~~ and quarterly dividends paid to shareholders. ~~During~~In ~~fiscal~~April ~~year 2024~~2025, we ~~acquired~~released ~~GKE~~a ~~for~~ $~~87,187,~~9.6 ~~net~~million ofholdback ~~cash~~payment ~~and~~related ~~financial~~to ~~liabilities~~the ~~acquired and~~GKE ~~inclusive of working capital adjustments~~acquisition. WeThis ~~expect~~amount towas ~~pay~~previously awithheld ~~holdback~~from ofGKE’s ~~approximately~~purchase ~~$9,000~~price ~~(at December 31, 2024 exchange rates) related~~ to ~~the~~cover ~~acquisition in~~potential ~~April~~post-closing ~~2025, pending~~ adjustments ~~for~~and ~~potential~~ indemnification ~~losses~~obligations.

Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $(~~45,033~~51.2) million and $~~65,040~~(61.3) million as of ~~December~~June 3130, ~~2024~~2025 and March 31, ~~2024~~2025, respectively. Our negative working capital ~~balance~~balances ~~was~~are ~~negative~~primarily asdue ofto ~~December~~the ~~31,~~classification ~~2024~~of ~~because~~ the ~~balance~~$97.5 million remaining principal on our Notes, due August 15, 2025, isas ~~due~~a ~~within~~current ~~twelve~~liability ~~months~~on ofour ~~December~~Condensed ~~31,~~Consolidated ~~2024~~Balance ~~and~~Sheets. We isheld ~~therefore~~$21.3 ~~classified~~million and ~~as a current liability~~$27. As3 ofmillion ~~December~~in ~~31,~~cash ~~2024~~ and ~~March~~cash ~~31,~~equivalents ~~2024,~~as weof ~~had~~June $30,~~956~~ 2025 and ~~$28~~March 31,~~214,~~ ~~respectively~~2025, ~~of cash and cash equivalents~~respectively.

~~During~~We ~~the~~have ~~first~~an ~~quarter~~outstanding ofRevolver that allows us to borrow to up to $125.0 million. During fiscal year ~~2025~~2024, ~~and~~we inborrowed ~~anticipation~~a total of ~~settling~~$71.0 million under the ~~Notes,~~Revolver weto ~~amended~~fund the majority of the GKE acquisition and ~~restated~~since ~~our~~then ~~Credit~~we ~~Facility~~have borrowed against the revolver from time to: time to fund general corporate needs. As of June 30, 2025, $14.0 million remained outstanding. Subsequent to June 30, 2025, we repaid an additional $3,000 on the Revolver.

●Including ~~Allow~~the ~~proceeds~~current ~~from~~portion of our Term Loan and the ~~Credit~~Notes, ~~Facility~~principal todebt bepayments ~~used~~due within the next twelve months total $101.7 million. We plan to ~~redeem~~fund ~~some~~the oramounts ~~all~~due using a combination of ~~the~~cash ~~Notes~~on hand, draws against our Revolver, which had $111.0 million available as of June 30, 2025, and cash generated from operating activities until maturity.

●Based ~~Add~~on ~~the~~applicable interest rates and debt balances outstanding as of June 30, 2025, we expect to incur approximately $7512.3 million in cash interest expense over the next twelve months,~~000~~ ~~senior~~adjusted ~~secured~~for ~~Term~~scheduled ~~Loan~~principal payments and anticipated borrowings under the Credit Facility to settle the Notes.

● Extend the maturity of the Credit Facility to April 2029.

● Make certain changes to the financial covenants.

Under the revised Credit Facility, we maintain access to our Revolver, allowing access to up to $125,000 of borrowings. During fiscal year 2024, we borrowed a total of $71,000 under the Revolver to fund the majority of the GKE acquisition. As of December 31, 2024, $27,000 remained outstanding under the Revolver. In January 2025, we repaid an additional $4,500 on the Revolver.

We used proceeds of $75,000 from borrowings under the Term Loan to enter into separate, privately negotiated purchase agreements with a limited number of holders of our Notes. Pursuant to the purchase agreements, we purchased $75,000 aggregate principal amount of the Notes for an aggregate cash purchase price of approximately $71,250. Following these transactions, $97,500 aggregate principal amount of the Notes remained outstanding and is now classified as current in our unaudited Condensed Consolidated Balance Sheets.

Using the interest rate and debt balance outstanding effective as of January 31, 2025, we expect to incur cash interest expense within the next twelve months of approximately $7,000 (adjusted for required future principal payments) on undiscounted borrowings of $94,688 related to the Credit Facility as of the date of this filing.

We have $97,500 due on the Notes in August 2025. Together with the current portion of our Term Loan, the cash needed for principal debt payments is $101,250 within the next twelve months. We plan use cash on hand, draws against our Revolver, which had $102,500 available as of the date of this filing, and cash generated from operating activities over the next two quarters to fund the amounts due.

In April 2022, we entered into an Open Market Sale AgreementSM pursuant to which we may issue and sell, from time to time, shares of our common stock with an aggregate value of up to $150,000. We have not sold any shares under this agreement.

We routinely evaluate opportunities for strategic acquisitions. Future material acquisitions may require us to obtain additional capital, assume additional third-party debt or incur other long-term obligations. We believe that we have the ability to issue more equity or debt in the future in order to finance our acquisition and investment activities; however, additional equity or debt financing, or other transactions, may not be available on acceptable terms, if at all.

We may from time to time repurchase or take other steps to reduce our debt. These actions may include retirements or refinancing of outstanding debt through tender offers, privately negotiated transactions, or otherwise. The amount of debt that may be retired, if any, could be material. Retirement would be decided at the sole discretion of our Board of Directors and would depend on market conditions, our cash position, and other considerations.

Dividends

We have paid regular quarterly dividends since 2003. We paid dividends of $0.16 per share during the three months ended ~~December~~June 3130, ~~2024~~2025, as well as each quarter of fiscal ~~years 2025 and~~year ~~2024~~2025.

In ~~January~~July 2025, we announced that our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on ~~March~~September 1715, 2025, to shareholders of record at the close of business on ~~February~~August 2829, 2025.

Goodwill ~~and~~Impairment ~~Intangible Assets~~Testing

We perform analyses at least quarterly to identify potential impairment indicators and to assess whether it is more likely than not that any of our five goodwill reporting units (Sterilization and Disinfection Control, ~~Clinical Genomics,~~ Immunoassays (BPD), Peptides (BPD), ~~and~~ Calibration Solutions, and Clinical Genomics) is impaired. WeAs ~~determined~~of ~~our~~June ~~goodwill~~30, 2025, we concluded that our reporting units are not impaired; ashowever, ofadverse ~~December 31~~economic, ~~2024;~~market or ~~however~~industry-specific conditions (including declines in our market capitalization), adverse or expected adverse changes in ~~discount~~the ~~rates~~business ~~due~~climate toor ~~market~~in ~~volatility~~our operational performance, adverse changes in legal or regulatory environments, failure to ~~meet~~achieve ~~previously~~ forecasted cash flows, ~~and~~or ~~various~~any combination of these or other such factors could result in future impairment losses in ~~certain of~~ our reporting units in the future.

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~~Impairment~~Our ~~losses recorded in the prior fiscal year related to our~~ Clinical Genomics and ~~Immunoassays~~Peptides reporting units ~~resulted~~remain inparticularly ~~a 0% cushion~~sensitive ~~between~~to ~~their~~significant ~~fair~~changes in assumptions and ~~carrying~~therefore ~~values~~have asa ofheightened ~~our~~risk ~~most~~of ~~recent~~future ~~annual~~ impairment ~~testing date, January 1, 2024~~losses. ~~Our~~The ~~Biopharmaceutical~~valuation ~~Development~~of ~~division's Immunoassays~~our reporting ~~unit~~units ~~has~~for ~~exceeded the performance expectations used in our previous~~ impairment ~~models;~~testing ~~however,~~purposes ~~the~~relies ~~Peptides reporting~~on ~~unit~~significant ~~within~~management ~~our~~judgment ~~Biopharmaceutical Development Division is sensitive to changes in inputs~~ and ~~assumptions due~~the touse ~~the~~of ~~reporting~~unobservable ~~unit's~~Level ~~small~~3 ~~size~~inputs, ~~and Peptides~~including ~~may~~discount ~~become impaired in the future if it does not meet performance expectations~~rates, orforecasted ifresults ~~the~~such ~~estimated~~as ~~weighted~~earnings ~~average~~before ~~cost of capital increases. As of our prior year goodwill testing date~~interest, Peptides' fair value exceeded its carrying value by approximately 36%. Our qualitative analyses to date indicate that it is more likely than not that the Peptides reporting unit is unimpaired as of December 31taxes, ~~2024.~~depreciation ~~Goodwill~~ and ~~other~~amortization ~~intangible~~(“EBITDA”), ~~assets~~revenue ~~net~~growth ofrates, ~~amortization~~operating ~~related~~expense toprojections, the ~~Peptides~~identification ~~reporting~~of ~~unit~~comparable ~~totaled~~public ~~$13~~entities,~~709~~ and ~~$918,~~applied ~~respectively,~~market ~~as of December 31, 2024~~multiples.

AsWe acontinue ~~result~~to ofmonitor ~~cost~~the ~~saving~~impact ~~measures~~of ~~deployed~~tariffs ~~late~~imposed in ~~fiscal~~calendar year ~~2024~~2025. Depending on the persistence and ~~continuing~~magnitude ~~throughout~~of ~~fiscal~~the ~~year~~tariffs ~~2025~~and other factors, ~~we do~~it ~~not~~is ~~believe~~reasonably possible our Clinical Genomics ~~division~~and isPeptides ~~impaired~~reporting asunits will incur impairment losses in the future. As of ~~December~~our ~~31,~~most ~~2024~~recent ~~despite~~annual ~~lower~~impairment ~~than~~test ~~anticipated~~on ~~revenues; however~~January 1, 2025, the estimated fair values of the Clinical Genomics ~~reporting~~and ~~unit remains~~Peptides ~~susceptible~~reporting tounits ~~future~~exceeded ~~impairment~~their ~~losses~~carrying ifvalues ~~actual~~by ~~results~~approximately 40% and ~~differ~~20%, ~~significantly~~respectively. As ~~from~~of ~~the~~June ~~assumptions~~30, ~~used~~2025, inthe ~~our~~carrying ~~impairment~~values ~~models.~~of ~~Goodwill~~goodwill and other intangible assets ~~net~~ ofassociated ~~amortization related~~with toour ~~the~~ Clinical Genomics reporting unit ~~totaled~~were $~~16,869~~17.1 million and $8.9 million,~~617~~ respectively. The carrying values of goodwill and other intangible assets associated with our Peptides reporting unit were $13.7 million and $0.8 million, respectively, as of ~~December~~June 3130, ~~2024~~2025.

When and if we determine it is more likely than not that a reporting unit is impaired based on robust qualitative assessments, or if we otherwise so choose, we perform quantitative goodwill testing with the aid of external valuation specialists to assess the fair values of our reporting units using weighted Gordon Growth and Exit Multiple discounted cash flow models and guideline public company models. Fair value estimates for goodwill testing require the use of unobservable Level 3 inputs, including but not limited to discount rates, the expected useful lives of assets, competitors, and anticipated revenues growth and margins. We establish inputs and assumptions through discussions with external valuation experts, and we consider market indicators, reputable valuation research resources, and internal expectations of future performance in developing our models. Fair value estimates are subject to uncertainty such that there is a reasonable possibility that further impairment losses, which could be material to our consolidated financial statements, may occur in the future. We performed quantitative impairment tests over our Clinical Genomics, Immunoassays, and Peptides reporting units in the prior fiscal year. We intend to perform quantitative impairment tests for all reporting units for our annual impairment testing in the fourth quarter of fiscal year 2025.

Cash Flows

Our cash flows from operating, investing, and financing activities were as follows (in thousands):

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2024			2023
amounts in thousands		2025			2024
Net cash provided by operating activities	$	341,~~143~~893		$	3110,~~250~~743
Net cash (used in) investing activities		(31,~~492~~009	)		(~~81,732~~891	)
Net cash (used in) provided by financing activities		(28,316	)		45,769
Net cash (used in) financing activities		(8,427	)		(9,419	)

Cash flows from operating activities provided $1.9 million, for the ~~nine~~ three months ended ~~December~~June 3130, ~~2024 provided $34~~2025,~~143,~~ ana ~~increase~~decrease of $~~2,893~~8.8 million versus the comparable prior year period. The ~~increase~~decrease in cash flows from operating activities ~~for the nine months ended December 31, 2024 compared to December 31, 2023~~ was primarily a result of:

● ~~improved~~lower ~~performance~~gross margins, ~~including~~● anhigher ~~increase~~cash payments in ~~revenues~~the first quarter of ~~$21,560~~fiscal ~~compared~~year 2026 to settle accrued bonus and commissions that were accrued at the ~~prior~~end of fiscal year ~~period,~~2025; ~~partially~~and ~~offset~~● byincreased cash spent on inventory as we purchase finished goods and warehouse them in international locations as part of our tariff strategy.

●Cash ~~$5,600~~used ~~more~~in ~~cash~~investing ~~paid~~activities increased modestly for ~~interest~~the onthree ~~our~~months ~~Credit~~ended ~~Facility~~June 30, 2025 compared to the prior year period as we ~~had~~invested ~~more~~in ~~debt~~property, ~~outstanding~~plant and equipment across several manufacturing sites. Cash used in financing activities resulted in a $8.4 million use of cash for the three months ended June 30, 2025. We borrowed $10.5 million under the Revolver largely to fund a ~~loner~~$9.6 ~~portion~~million payment of ~~fiscal~~the ~~year~~GKE acquisition-related holdback and for other general corporate needs. We repaid $7.4 million of principal on our debt in the three months ended June 30, 2025, compared to $9.4 million in the prior year period.

~~Other~~Recent ~~than~~Accounting the GKE acquisition, cash used in investing activities for the nine months ended December 31, 2024 increased compared to the nine months ended December 31, 2023 as we purchased equipment for our leased facility used by our Biopharmaceutical Development division.Pronouncements

~~Cash~~For ~~used in financing activities resulted in~~ a ~~$28,316 use~~discussion of ~~cash for~~ the ~~nine months~~new ~~ended~~accounting ~~December~~standards ~~31,~~impacting ~~2024. Net proceeds from borrowings under~~ the ~~Term~~Company, ~~Loan~~refer ~~in the first quarter of fiscal year 2025 were almost fully offset by payments made~~ to ~~repurchase~~Note ~~the Notes~~1. We“Description ~~used $23,500~~ of ~~cash~~Business ~~to repay the Revolver~~ and ~~$2,813~~Summary toof ~~pay~~Significant ~~down~~Accounting ~~the~~Policies” ~~Term Loan~~ in ~~the~~Item ~~nine~~I. Financial ~~months~~Statements ~~ended December 31, 2024, compared to $22,000 to pay down the Revolver in the comparable prior year period~~(Unaudited).

Contractual Obligations and Other Commercial Commitments

We are party to contractual obligations that involve commitments to remit payments to third parties in the ordinary course of business. ~~For~~On a ~~description~~consolidated ofbasis, ~~our contractual obligations and other commercial commitments~~ as of ~~March~~June 3130, ~~2024~~2025, ~~see~~we ~~our~~had ~~Annual~~contractual ~~Report~~obligations onfor ~~Form~~open ~~10-K~~purchase orders of approximately $14.2 million for ~~the~~routine ~~fiscal~~purchases ~~year~~of ~~ended~~supplies ~~March~~and 31inventory, ~~2024,~~of ~~filed~~which ~~with~~ the ~~Securities~~substantial ~~and~~majority ~~Exchange~~are ~~Commission~~payable onin ~~June~~less ~~28,~~than ~~2024~~one year.

OnSee a"Liquidity ~~consolidated~~and ~~basis,~~Capital asResources" offor information related to future required debt and other payments. ~~December~~For ~~31,~~a ~~2024,~~description weof ~~had~~our contractual obligations ~~for~~and ~~open~~other ~~purchase~~commercial ~~orders~~commitments as of March ~~approximately~~31, ~~$19~~2025,~~160~~ see our Annual Report on Form 10-K for ~~routine~~the ~~purchases~~fiscal ofyear ~~supplies~~ended ~~and~~March ~~inventory~~31, ~~the~~2025, ~~majority~~filed ofwith ~~which~~the ~~are~~Securities ~~payable~~and inExchange ~~less~~Commission ~~than~~on ~~one~~May ~~year~~28, 2025.

As Page part of the GKE acquisition, we agreed to pay the GKE sellers approximately $9,000 (at December 31, 2024 exchange rates) of the acquisition price in April 2025, pending adjustments for potential indemnification losses that may arise. 28

As part of the Belyntic acquisition, we agreed to pay $1,500 to the sellers if specified patents are issued. The estimated fair value of the probable remaining contingent consideration was $650 as of December 31, 2024. On January 2, 2025, a notice of allowance was issued for one of the two remaining pending patents, and we expect to pay the Belyntic sellers $563 for the patent within fiscal year 2025 or early in fiscal year 2026, depending upon the final patent approval date. We expect the other remaining patent will likely be approved within one year of December 31, 2024.

See "Liquidity and Capital Resources" for information related to future required debt and other payments.

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Critical Accounting ~~Policies and~~ Estimates

Critical accounting estimates are those that we ~~believe~~consider ~~are~~ both significant ~~and~~to ~~that~~the ~~require~~preparation usof toour ~~make~~financial ~~difficult,~~statements ~~subjective,~~and orthat require complex, ~~judgments~~subjective, ~~often~~or ~~because~~highly wejudgmental ~~need~~assessments. toThese ~~estimate~~estimates ~~the~~often ~~effect~~involve ofassumptions about inherently uncertain matters. ~~These~~and ~~estimates~~ are based on our historical experience, ~~and~~as ~~various~~well as other factors ~~that~~ we believe to be appropriate under the circumstances. ~~Certain~~For example, we incorporate expert input when developing estimates used in the valuation of reporting units for goodwill impairment testing. The accounting ~~policies~~estimates that require significant management ~~estimates~~judgment and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2024~~2025, in ~~the~~ “Critical Accounting Policies and Estimates” ~~section~~in of Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. ~~Although~~While we believe ~~that~~ our estimates, assumptions, and judgements are reasonable, ~~they are based upon information presently available. Actual~~actual results may differ ~~significantly~~materially from these estimates ~~under different assumptions, judgments, or conditions~~.

Non-GAAP Measures

In addition to ~~the~~ financial measures prepared in accordance with generally accepted accounting principles, we present organic revenues growth, (defined as reported revenues growth excluding revenues from recent acquisitions), as a supplemental non-GAAP financial measure. We believe ~~that~~this ~~presenting~~measure ~~supplemental organic revenues growth~~ facilitates comparability between current ~~period~~ and prior period information, and provides insight into Mesa’s short-term and long-term ~~financial~~performance and growth trends. We use organic revenues growth internally tofor ~~forecast~~forecasting, ~~and~~evaluating ~~evaluate Mesa’s~~ operating performance, ~~and~~comparing ~~to compare revenues of~~ current ~~periods~~and tohistorical ~~prior~~revenue ~~periods~~results, ~~for~~and informing financial and operating decision-making, ~~and~~including for compensation-setting purposes.

A reconciliation of organic revenues growth to total revenues growth is as follows:

	Total Revenues Growth						Impact of Acquisitions						Organic Revenues Growth (non-GAAP)
	Three Months Ended December 31,						Three Months Ended December 31,						Three Months Ended December 31,
	Three Months Ended June 30,
	2024			2023			2024			2023			2024			2023
	2025			2024			2025			2024			2025			2024
Sterilization and Disinfection Control		2110.67	%		1844.81	%		~~(13.8~~-	%)		(2339.62	%)		710.87	%		(4.89	%)
Clinical Genomics		1.0	%		(19.5	%)		-	%		-	%		1.0	%		(19.5	%)
Biopharmaceutical Development		(4.3	%)		21.4	%		-	%		-	%		(4.3	%)		21.4	%
Biopharmaceutical Development		29.8	%		(19.0	%)		-	%		(0.1	%)		29.8	%		(19.1	%)
Calibration Solutions		4.7	%		3.0	%		-	%		-	%		4.7	%		3.0	%
Calibration Solutions		18.7	%		12.9	%		-	%		-	%		18.7	%		12.9	%
Clinical Genomics		(9.7	%)		(14.7	%)		-	%		-	%		(9.7	%)		(14.7	%)
Total Company		172.54	%		(114.59	%)		~~(4.9~~-	%)		(712.14	%)		122.64	%		(82.65	%)

	Total Revenues Growth						Impact of Acquisitions						Organic Revenues Growth (non-GAAP)
	Nine Months Ended December 31,						Nine Months Ended December 31,						Nine Months Ended December 31,
	2024			2023			2024			2023			2024			2023
Sterilization and Disinfection Control		31.2	%		9.0	%		(28.3	%)		(8.0	%)		2.9	%		1.0	%
Clinical Genomics		(14.2	%)		(14.6	%)		-	%		-	%		(14.2	%)		(14.6	%)
Biopharmaceutical Development		26.6	%		(17.9	%)		-	%		(0.3	%)		26.6	%		(18.2	%)
Calibration Solutions		10.1	%		8.6	%		-	%		-	%		10.1	%		8.6	%
Total Company		13.7	%		(3.8	%)		(9.4	%)		(2.4	%)		4.3	%		(6.2	%)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Foreign~~For ~~Currency~~information ~~Exchange~~regarding ~~Rates~~our exposure to certain market risks, see Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended March 31, 2025. There were no material changes to our market risk exposure during the three months ended June 30, 2025.

We face exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than the functional currency of the applicable subsidiary. We also face translational exchange rate risk related to the translation of financial statements of our foreign operations into USD, our functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into USD using average exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the USD. Our Biopharmaceutical Development division is particularly susceptible to currency exposures since it incurs a substantial portion of its expenses in Swedish Krona, while most of the division's revenue contracts are in USD and euros. Generally, the USD strengthening against major currencies adversely impacts our reported revenues, but to a lesser extent positively impacts our reported expenses. The ultimate impact to gross profit as a percentage of revenue depends on the magnitude of changes in foreign currencies. As we continue to consummate acquisitions of companies with foreign operations or with functional currencies other than the USD, our foreign currency exchange rate risk will increase. The effect of a change in currency exchange rates on our international subsidiaries' assets and liabilities is reflected in the accumulated other comprehensive income component of stockholders’ equity.

Interest Rates

Our Credit Facility bears interest at either a base rate or a SOFR rate plus an applicable spread. Based on the balance outstanding as of December 31, 2024 and required future principal payments, we estimate that if interest rates increased 1 percentage point, we would incur approximately $930 of additional cash interest expense per year.

Inflation Risk

Inflation generally impacts us by increasing our costs of labor, materials, and freight. We have historically offset inflationary cost increases by our annual price increases, and inflation has not had a significant impact on our financial statements. However, any price increases imposed may lead to declines in sales volume if competitors do not similarly adjust prices. We cannot reasonably estimate our ability to successfully recover any impact of inflation cost increases into the future.

Other

We have no derivative instruments. We have minimal exposure to commodity market risks.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As of ~~December~~June 3130, ~~2024~~2025, we carried out an evaluation, under the supervision and with the participation of ~~our~~ management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective as of the end of the period covered by this report~~, due to a material weakness identified in the fourth quarter of fiscal year 2024 that has not yet been remediated~~. ~~Two of the material weaknesses identified in the fourth quarter of fiscal year 2024 were remediated in the first quarter of fiscal year 2025. The material weaknesses are described further below.~~

Prior Year Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As disclosed in Part II Item 9A. "Controls and Procedures" in our annual report on Form 10-K for the year ended March 31, 2024, during fiscal year 2024 we identified three material weaknesses in our internal controls:

● Controls over technical accounting for complex and non-routine transactions - We did not have adequate supervision and review controls over complex technical accounting related to non-routine goodwill impairment transactions and related analyses. ● Controls over determining the useful lives of our recently acquired intangibles - During the GKE acquisition's measurement period, we selected a useful life over which to amortize acquired customer relationships, but there was evidence that a longer useful life may be appropriate.

● Certain controls related to change management and logical access controls related to our enterprise resource planning tool, part of our information technology general controls set, were not operating effectively for a portion of the year ended March 31, 2024. The failure of these information technology general controls extended to automated application controls across portions of financial reporting and business transaction cycles which rely upon the affected information technology application controls.

Remediation Status for Material Weaknesses in Internal Control Over Financial Reporting

Beginning during the three months ended June 30, 2024, and continuing into the three months ended December 31, 2024, we implemented our previously disclosed remediation plans:

● Technical accounting for complex and non-routine transactions - We executed two transactions during the first quarter of our fiscal year 2025, partial repurchases of the Notes and the amendment and modification of our Credit Facility, which met our definition of complex technical accounting matters for which we should obtain technical accounting support from an outside expert. We identified and selected qualified third-party advisors, including validation that that the advisors possessed adequate knowledge to address the complexities of the applicable technical accounting matters, and we ensured analyses were appropriately reviewed, ensuring consensus on accounting conclusions. Following the execution of our remediation plan for these transactions, management has concluded that the material weakness has been remediated.

● Assessment of useful lives of recently acquired intangibles - We modified the useful life of our customer relationship intangible and recorded an immaterial cumulative effect true-up to release amortization expense during the three months ended June 30, 2024. Following the execution of our remediation plan related to the useful lives of recently acquired intangible assets, management has concluded that the material weakness has been remediated.

● Information technology general controls ("ITGCs") - We have not yet remediated the material weakness related to ITGCs. In fiscal year 2024, our risk assessment process was insufficient, and as a result, we did not design user access controls covering our ERP that operate at an adequate level of precision to appropriately identify the user groups tested in certain of our other logical access and change management controls. Therefore, we have designed a new user access control regarding users of our ERP that will operate at a higher degree of precision compared with our existing user access control and will enhance our review of roles, particularly roles with the ability to add, edit or delete transactions. Management has modified the reports used as source data to test change management and logical access controls in our enterprise resource planning tool, which we expect will allow us to conclude that the related controls are operating effectively by the end of fiscal year 2025. We have engaged a third party specialist to assist in the remediation of the material weakness associated with our ITGCs.

Changes in Internal Control Over Financial Reporting

WeDuring ~~acquired GKE during~~ the three ~~third~~months ~~quarter of our fiscal year~~ ended ~~March~~June 3130, ~~2024. As such~~2025, ~~GKE's~~there ~~control~~have ~~environment~~been ~~and~~no ~~processes are~~changes ~~included~~to ~~in the scope of~~ our ~~assessment of our~~ internal ~~controls~~control over financial reporting ~~beginning~~(as defined in Rule 13a-15(f) under the ~~third~~Exchange ~~quarter~~Act) ofthat materially affected or are reasonably likely to materially affect our ~~fiscal~~internal ~~year~~control ~~2025~~over financial reporting.

~~Other~~ Page than as discussed above, during the three months ended December 31, 2024 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 29

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Part II. Other Information

Item 1. Legal Proceedings

See Note 1110. “Commitments and Contingencies” within Item 1. Financial Statements for information regarding any legal proceedings in which we may be involved.

Item 1A. Risk ~~factors~~Factors

During the three months ended ~~December~~June 3130, ~~2024~~2025, there were no material changes from the risk factors described in Part 1I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended March 31, ~~2024~~2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about the Company's purchases of equity securities for the periods indicated:

	Total Number of Shares Purchased(1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)		Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
October 2024		8		92.74		-		162,486
April 2025		2		124.64		-		162,486
November 2024		14		102.44		-		162,486
May 2025		-		-		-		162,486
December 2024		10		92.74		-		162,486
June 2025		11,313		93.71		-		162,486
Total		3211,315		9693.9872		-		162,486

⁽¹⁾

Shares purchased during the period were transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock awards during the period.

⁽²⁾

On November 7, 2005, our Board of Directors adopted a share repurchase plan which allows for the repurchase of up to 300,000 of our common shares; however, no shares have been purchased under the plan in any period presented. This plan will continue until the maximum is reached or the plan is terminated by further action of the Board of Directors.

Item 5. Other Information

During the three months ended ~~December~~June 3130, ~~2024~~2025, none of our directors or officers entered into new or amended written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).

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Item 6. Exhibits

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation of Mesa Laboratories, Inc. (incorporated by reference from ~~exhibit~~Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 25, 2023 ~~(Commission File Number: 000-11740~~)).
3.2	Amended and Restated Bylaws of Mesa Laboratories, Inc. (incorporated by reference from ~~exhibit~~Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 10, 2019 ~~(Commission File Number: 000-11740~~)).
10.3.1	Form of 2026 Restricted Stock Unit Agreement, issued under the 2021 Equity Plan
10.3.2	Form of 2026 Performance Stock Unit Agreement, issued under the 2021 Equity Plan
10.5.1** α	Form of Amendment to Executive Employment Agreements, by and among Mesa Laboratories, Inc. and Messrs. Owens, Sakys and Archbold
31.1+	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+	Inline XBRL Taxonomy Extension Schema Document.
101.CAL+	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+	Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB+	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104+	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

+ Filed herewith

* Furnished herewith

~~Page~~α Mesa 26 Laboratories, Inc. has entered into an Executive Employment Agreement with each of Gary M. Owens, John V. Sakys and Brian Archbold.

** Indicates a management contract or compensatory plan, contract or arrangement, or an amendment thereto.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MESA LABORATORIES, INC.

(Registrant)

DATED: February 4, 2025	BY:	/s/ Gary M. Owens. Gary M. Owens Chief Executive Officer
DATED: August 5, 2025	BY:	/s/ Gary M. Owens. Gary M. Owens Chief Executive Officer
DATED: February 4, 2025	BY:	/s/ John V. Sakys John V. Sakys Chief Financial Officer
DATED: August 5, 2025	BY:	/s/ John V. Sakys John V. Sakys Chief Financial Officer

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