What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-05 · 287 added, 165 removed, 449 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

Current assets:

29 unchanged sentences

Term loan, current portion

Convertible notes, current portion, net of debt issuance costs

97,432 97,297

Convertible notes, net of debt issuance costs

Total current liabilities

5 unchanged sentences

11,763 12,472

Term loan, noncurrent portion, net of discounts and debt issuance costs

Term loan, noncurrent portion, net of debt issuance costs

64,164 66,902

20 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

$ 60,737 $ 57,833 $ 120,280 $ 116,003

7 unchanged sentences

Research and development

5,048 4,634 10,032 9,369

Total operating expense

1 unchanged sentence

Operating income

Non-operating (income) expense:

4,724 3,508 7,788 9,088

Non-operating expense (income):

Interest expense and amortization of debt issuance costs

2,862 3,018 5,060 5,860

(Gain) on extinguishment of convertible notes

Other (income) expense, net

- - - ( 2,887 )

Total non-operating (income) expense, net

Other (income), net

( 137 ) ( 3,322 ) ( 6,283 ) ( 1,602 )

Total non-operating expense (income), net

2,725 ( 304 ) ( 1,223 ) 1,371

Earnings before income taxes

Income tax expense

1,999 3,812 9,011 7,717

Income tax (benefit) expense

( 477 ) 384 1,793 901

$ 2,476 $ 3,428 $ 7,218 $ 6,816

Earnings per share:

2 unchanged sentences

Weighted-average common shares outstanding:

5,512 5,413 5,488 5,405

5,535 5,471 5,543 5,448

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

$ 2,476 $ 3,428 $ 7,218 $ 6,816

1 unchanged sentence

Foreign currency translation adjustments

566 4,632 6,543 5,084

Comprehensive income

10 unchanged sentences

57,348 - - - -

Tax withholding on vesting of restricted stock units

Tax withholding on vesting of net restricted stock units

( 11,315 ) ( 1,061 ) - - ( 1,061 )

8 unchanged sentences

5,501,454 $ 361,361 $ ( 185,067 ) $ ( 3,798 ) $ 172,496

Vesting of restricted stock units

9,287 - - - -

Tax withholding on vesting of net restricted stock units

Dividends paid, $ 0.16 per share

- - ( 882 ) - ( 882 )

Stock-based compensation expense

- 3,812 - - 3,812

Foreign currency translation

- - - 566 566

- - 2,476 - 2,476

September 30, 2025

5,510,741 $ 365,173 $ ( 183,473 ) $ ( 3,232 ) $ 178,468

Number of Shares

4 unchanged sentences

20,858 - - - -

Tax withholding on vesting of restricted stock units

Tax withholding on vesting of net restricted stock units

( 6,194 ) ( 571 ) - - ( 571 )

8 unchanged sentences

5,409,155 $ 345,999 $ ( 180,969 ) $ ( 14,303 ) $ 150,727

Vesting of restricted stock units

13,006 - - - -

Tax withholding on vesting of net 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

- - 3,428 - 3,428

September 30, 2024

5,419,855 $ 349,529 $ ( 178,407 ) $ ( 9,671 ) $ 161,451

*Accumulated Other Comprehensive (Loss) Income

3 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended September 30,

Cash flows from operating activities:

11 unchanged sentences

1,740 ( 566 )

( 4,056 ) ( 44 )

Prepaid expenses and other assets

1 unchanged sentence

Accounts payable

( 997 ) ( 189 )

Accrued liabilities and taxes payable

1 unchanged sentence

Unearned revenues

( 758 ) ( 1,309 )

Net cash provided by operating activities

10,115 16,014

Cash flows from investing activities:

6 unchanged sentences

107,500 73,465

Debt repayments

Repurchase and settlement of convertible note debt

( 97,500 ) ( 71,560 )

Other debt principal repayments

( 13,375 ) ( 16,875 )

GKE acquisition-related holdback payment

Repurchase of convertible notes

Dividends paid

5 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

1,501 ( 175 )

Net (decrease) increase in cash and cash equivalents

Net (decrease) in cash and cash equivalents

( 6,899 ) ( 3,877 )

12 unchanged sentences

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 throughout the world.

As of June 30, 2025 , we managed our operations in four reportable segments, or divisions:

We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and the Asia Pacific region ("APAC"), and by independent distributors throughout the world.

As of September 30, 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 and healthcare industries.

12 unchanged sentences

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 report should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10 -K for the year ended March 31, 2025 .

We have made no material changes to the application of significant accounting policies disclosed in our Annual Report on Form 10 -K for the fiscal year ended March 31, 2025 .

This report should be read in conjunction with the consolidated financial statements included in that report.

Our fiscal year ends on March 31.

References in this report to a particular “year” or “quarter” refer to our fiscal year or fiscal quarters, respectively.

Unless otherwise indicated, amounts shown in this report are in thousands.

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.

The preparation of financial statements requires the use of estimates and assumptions that affect 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.

2 unchanged sentences

Actual results could differ from our estimates.

Refer to Item 1A.

Risk Factors in our Annual Report on Form 10 -K for the fiscal year ended March 31, 2025 .

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 reviewed all recently issued accounting pronouncements and have concluded that, other than as described below, they are not applicable to us and are not expected to have an impact on our consolidated financial statements.

We have not adopted any new accounting standards in fiscal year 2026.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023 - 09, "Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures." ASU No.

2023 - 09, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which enhances the transparency, effectiveness and comparability of annual income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid.

The guidance is effective for public business entities for fiscal years beginning after December 15, 2024 ( our fiscal year 2026 ), with early adoption and prospective or retrospective application permitted.

1 unchanged sentence

2023 - 09 to have a material impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

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.

In November 2024, the FASB issued ASU 2024 - 03, Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

ASU 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 statements and disclosures, and we currently expect to increase the level of disclosed detail once adopted.

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statements and disclosures, and we currently expect to disclose additional detail regarding the nature and classification of certain categories of expense once adopted.

In July 2025, the FASB issued ASU 2025 - 09, Financial Instruments — Credit Losses (Topic 326 ):

Improvements to the Measurement of Credit Losses for Receivables and Contract Assets .

ASU 2025 - 09 introduces a practical expedient that removes the requirement to incorporate macroeconomic forecasts into the estimation of expected credit losses.

The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years.

Prospective adoption is required, and early adoption is permitted.

We intend to early adopt ASU 2025 - 09 for our fiscal year beginning April 1, 2026, including interim periods.

Upon adoption, we plan to elect the practical expedient allowing us to assume conditions at the balance sheet date will remain unchanged for the remaining life of the asset.

We do not expect adoption to have a material impact on our consolidated financial statements or related disclosures.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles — Goodwill and Other (Topic 350 ):

Internal-Use Software .

ASU 2025 - 06 modernizes accounting for costs incurred in the development of internal-use software by eliminating the requirement to evaluate distinct development stages.

The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

ASU 2025 - 06 permits prospective, retrospective or modified retrospective adoption.

Early adoption is permitted as of the beginning of an entity's annual reporting period.

We intend to early adopt ASU 2025 - 06 prospectively for our fiscal year beginning April 1, 2026, including interim periods.

We do not expect the guidance to have a material impact on our consolidated financial statements or related disclosures.

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

1 unchanged sentence

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.

2 unchanged sentences

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.

Services result in revenues recognized either over time, for example, when we are contractually obligated to perform labor and replace parts on an as-needed basis throughout a specified service period, or at a point in time, upon completion of a specific, discrete service.

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

The following tables present disaggregated revenues for the three months ended June 30, 2025 and 2024 , respectively:

Three Months Ended June 30, 2025

The following tables present disaggregated revenues for the three and six months ended September 30, 2025 and 2024 , respectively:

Three Months Ended September 30, 2025

Sterilization and Disinfection Control

8 unchanged sentences

$ 22,107 $ 13,920 $ 13,570 $ 11,140 $ 60,737

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Sterilization and Disinfection Control

8 unchanged sentences

$ 22,205 $ 11,867 $ 12,262 $ 11,499 $ 57,833

Six Months Ended September 30, 2025

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

$ 42,293 $ 8,207 $ 1,593 $ 17,057 $ 69,150

Hardware and software

236 10,950 15,104 2,350 28,640

4,988 6,249 9,223 2,030 22,490

Total revenues

$ 47,517 $ 25,406 $ 25,920 $ 21,437 $ 120,280

Six Months Ended September 30, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

$ 39,869 $ 7,748 $ 1,024 $ 16,290 $ 64,931

Hardware and software

313 10,005 14,734 4,634 29,686

4,980 6,122 8,305 1,979 21,386

Total revenues

$ 45,162 $ 23,875 $ 24,063 $ 22,903 $ 116,003

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:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

United States

1 unchanged sentence

5,315 7,390 10,744 13,949

26,122 22,365 52,590 47,115

Total revenues

$ 60,737 $ 57,833 $ 120,280 $ 116,003

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

Contract Balances

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

Contract Liabilities

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, which are included within unearned revenues or other noncurrent liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

The significant majority of our revenues, related receivables and contract liabilities are generated from contracts with customers with original durations of 12 months or less.

Contract liabilities will be recognized as revenue as we satisfy our obligations under the terms of the contracts.

Some customers prepay for products and services, resulting in contract liabilities recorded as unearned revenues or within other noncurrent liabilities in our unaudited Condensed Consolidated Balance Sheets.

The significant majority of our revenues, related receivables and contract liabilities arise from contracts with original durations of twelve months or less.

Contract liabilities are recognized 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, 2025

Prior year liabilities recognized in revenues during the three months ended June 30, 2025

Contract liabilities added during the three months ended June 30, 2025, net of revenues recognized

Contract liabilities as of June 30, 2025

Fair Value Measurements

Prior year liabilities recognized in revenues during the six months ended September 30, 2025

Contract liabilities added during the six months ended September 30, 2025, net of revenues recognized

Contract liabilities as of September 30, 2025

Fair Value Measurements and Concentrations of Credit Risk

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.

Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable, and trade accounts payable approximate fair value and are classified within Level 1 of the fair value hierarchy.

The carrying amounts of our term loan and revolving line of credit (together, the "Credit Facility") approximate fair value due to variable interest rate pricing, with the balances bearing interest rates approximating current market rates.

There were no nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the three and six months ended September 30, 2025 .

The financial instruments that subject us to the highest concentrations of credit risk are cash and accounts receivable.

1 unchanged sentence

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 June 30, 2025 .

On April 5, 2024, we entered into separate, privately negotiated purchase agreements with a limited number of holders of our 1.375 % convertible notes due August 15, 2025 ( the "Notes"), through which we repurchased $ 75,000 in aggregate principal amount of the Notes.

"Indebtedness" for further information.

As of June 30, 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 amount of the Notes were as follows:

June 30, 2025

March 31, 2025

Carrying Value

Fair Value (Level 2)

Carrying Value

Fair Value (Level 2)

$ 97,432 $ 96,708 $ 97,297 $ 95,063

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

There were no nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the three months ended June 30, 2025 .

No customers accounted for more than 10% of total trade receivables as of September 30, 2025 .

Supplemental Information

Inventories consisted of the following:

June 30, 2025

September 30, 2025

March 31, 2025

7 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

June 30, 2025

September 30, 2025

March 31, 2025

6 unchanged sentences

Accrued payroll and benefits consisted of the following:

June 30, 2025

September 30, 2025

March 31, 2025

Wages and paid-time-off payable

Bonus payable

$ 3,877 $ 10,891

Wages and paid-time-off payable

Payroll related taxes

Bonus payable

Other benefits payable

1 unchanged sentence

$ 10,036 $ 17,858

In June 2025 we paid fiscal year 2025 bonuses that were accrued as of March 31, 2025.

Other accrued expenses consisted of the following:

June 30, 2025

September 30, 2025

March 31, 2025

6 unchanged sentences

$ 14,223 $ 24,601

In April 2025, we remitted payment to the GKE sellers to settle the GKE acquisition holdback liability in full.

Depreciation expense was as follows:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Depreciation expense in cost of revenues

$ 791 $ 904 $ 1,601 $ 1,766

Depreciation expense in operating expense

524 614 1,118 1,156

Total depreciation expense

$ 1,315 $ 1,518 $ 2,719 $ 2,922

Goodwill and Intangible Assets, Net

Goodwill and Intangible Assets

Intangible assets other than goodwill consisted of the following:

June 30, 2025

September 30, 2025

March 31, 2025

9 unchanged sentences

63,014 ( 40,257 ) 22,757 61,192 ( 37,197 ) 23,995

Total intangible assets

Total finite-lived intangible assets

$ 261,270 $ ( 168,002 ) $ 93,268 $ 251,261 $ ( 154,386 ) $ 96,875

Amortization expense for intangible assets was as follows:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Amortization in cost of revenues

$ 707 $ 672 $ 1,409 $ 1,319

Amortization in general and administrative

3,827 3,878 7,678 7,292

For the following fiscal years ending March 31, future amortization expense is estimated as follows, based on foreign currency exchange rates as of June 30, 2025:

$ 4,534 $ 4,550 $ 9,087 $ 8,611

Estimated future amortization expense for the fiscal years ending March 31 is presented below, based on foreign currency exchange rates in effect as of September 30, 2025:

Amortization Expense

9 unchanged sentences

4,614 1,886 76 152 6,728

June 30, 2025

September 30, 2025

$ 84,022 $ 50,097 $ 37,289 $ 17,080 $ 188,488

Credit Facility

Our senior secured credit agreement, as previously amended, includes:

Our senior secured credit agreement includes:

A revolving credit facility with an aggregate principal amount of up to $ 125,000 (the "Revolver"),

2 unchanged sentences

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.

We refer to the agreement in whole as the “Credit Facility.” The Credit Facility matures in April 2029.

On April 5, 2024, we borrowed $ 75,000 under the Term Loan to fund privately negotiated repurchases of a portion of our convertible notes ("the Notes").

On August 12, 2025, we borrowed $ 97,000 under the Revolver to fund the cash settlement of the remaining Notes, which matured on August 15, 2025 ( see "Convertible Notes" below).

Amounts borrowed under the Credit Facility as of September 30, 2025 bore interest at a base rate or SOFR rate, plus an applicable spread ranging from 1.5 % to 3.5 %, depending on our total net leverage ratio.

On October 10, 2025 we amended the Credit Facility to reduce the applicable spread to 1.25 % to 2.5 %.

The weighted average interest rate on borrowings under the Credit Facility as of September 30, 2025 was 7.1 %.

The interest rate on outstanding borrowings decreased to 6.7 % following the amendment to our Credit Facility in October 2025.

The financial covenants in the Credit Facility include a maximum total net 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.

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.

We borrowed $ 75,000 under the Term Loan on April 5, 2024, to fund the privately negotiated repurchases of a portion of our Notes (see “Convertible Notes” below).

During the three months ended June 30, 2025 , we made required quarterly principal payments on the Term Loan of $ 938 .

As of September 30, 2025 , we were in compliance with all covenants under the Credit Facility.

During the three and six months ended September 30, 2025 , we made required quarterly principal payments on the Term Loan of $ 938 and $ 1,875 , 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:

For the fiscal years ending March 31, future debt payments on the Term Loan are required as follows:

Remainder of 2026

Total principal remaining

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

June 30, 2025

A reconciliation of the carrying amount of the Term Loan to principal outstanding was as follows:

September 30, 2025

March 31, 2025

$ 70,313 $ 71,250

discount and debt issuance costs

( 561 ) ( 598 )

Current portion

2 unchanged sentences

64,164 66,902

Debt issuance costs

Term Loan principal outstanding

$ 69,375 $ 71,250

We recognized interest expense on the Term Loan as follows:

Three Months Ended June 30,

Interest expense (7.2% and 8.4% as of June 30, 2025 and 2024, respectively)

Three Months Ended September 30,

Six Months Ended September 30,

Interest expense (7.2% and 8.4% as of September 30, 2025 and 2024, respectively)

$ 1,305 $ 1,662 $ 2,597 $ 3,101

Amortization of discount and debt issuance costs

Total interest and amortization of discount and debt issuance costs

Amortization of debt issuance costs

Total interest and amortization of debt issuance costs

$ 1,343 $ 1,700 $ 2,672 $ 3,174

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.

As of September 30, 2025 , the outstanding balance under the Revolver was $ 106,000 , and $ 19,000 remained available to be borrowed.

Subsequent to September 30, 2025 , we repaid an additional $ 2,000 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.

The balance of unamortized customary lender fees related to the Revolver was $ 1,053 and $ 1,203 as of September 30, 2025 and March 31, 2025, respectively.

Convert ible 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 .

On August 15, 2025, our outstanding 1.375 % convertible Notes matured.

We settled the aggregate principal balance of $ 97,500 as well as $ 670 of accrued interest in cash, using $ 97,000 drawn under our Revolver and $ 1,170 of cash on hand.

Interest expense recognized in connection with the Notes during the three and six months ended September 30, 2025 and 2024 respectively, was as follows:

Three Months Ended September 30,

Six Months Ended September 30,

Coupon interest expense at 1.375%

$ 168 $ 335 $ 503 $ 702

Amortization of debt issuance costs

68 133 203 278

Total interest and amortization of debt issuance costs

$ 236 $ 468 $ 706 $ 980

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

The net carrying amount of the Notes was as follows:

June 30, 2025

September 30, 2025

March 31, 2025

Principal outstanding

$ 97,500 $ 97,500

Unamortized debt issuance costs

( 68 ) ( 203 )

Net carrying value

$ 97,432 $ 97,297

We recognized interest expense on the Notes as follows:

Three Months Ended June 30,

Coupon interest expense at 1.375%

Amortization of debt issuance costs

Total interest and amortization of debt issuance costs

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

As of September 30, 2025, no Notes remain outstanding.

Stockholders' Equity

Stock-Based Compensation

During the three months ended June 30, 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.

On August 22, 2025, our shareholders approved an amendment to the Mesa Laboratories Inc.

2021 Amended and Restated Equity Incentive Plan (the "2021 Equity Plan"), increasing the number of shares authorized for issuance from 660 shares to 1,156 shares, an increase of 496 shares.

During the six months ended September 30, 2025 , we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the 2021 Equity Plan.

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 Income.

The following is a summary of RSU and PSU award activity for the three months ended June 30, 2025 :

The following is a summary of RSU and PSU award activity for the six months ended September 30, 2025 :

Time-Based Restricted Stock Units

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Weighted- Average Grant Date Fair Value per Share

Outstanding as of March 31, 2025

Nonvested as of March 31, 2025

145 $ 106.54 85 $ 166.31

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( 62 ) 116.85 ( 4 ) 174.73

Outstanding as of June 30, 2025

Nonvested as of September 30, 2025

186 $ 94.13 125 $ 142.39

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.

RSUs granted to employees during the three months ended June 30, 2025 vest in equal installments on June 15, 2026, June 13, 2027 and June 13, 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 our achievement of certain pre-defined targets in accordance with the related award agreement.

Outstanding PSUs vest upon completion of service periods described in the award agreements.

We recognize expense for PSUs based on the probable outcome of achieving performance targets on a straight-line basis over the service period.

During the three months ended June 30, 2025, the Compensation Committee of the Board of Directors approved a grant of 44 PSUs at target (“the FY26 PSUs”) to eligible employees.

The FY26 PSUs have a grant date fair value of $ 99.56 per unit and are subject to both service and market-based performance conditions.

The service period and market performance measurement period is from June 15, 2025 through June 15, 2028.

Time-based RSUs vest and settle in shares of our common stock on a one -for- one basis.

The significant majority of RSUs granted to employees during the six months ended September 30, 2025 vest in equal installments on June 15, 2026, June 13, 2027 and June 13, 2028.

RSUs granted to non-employee directors during the six months ended September 30, 2025 vest one year from the grant date.

We generally recognize expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period.

For time-based RSUs granted to participants who qualify as retirement-eligible under the 2021 Equity Plan, we recognize expense either upon grant or over a shortened service period, depending on the retirement notification requirements applicable to participants.

During the six months ended September 30, 2025, the Compensation Committee of the Board of Directors approved a grant of 44 PSUs at target (“the FY26 PSUs”) to eligible employees.

The FY26 PSUs are subject to market-based performance conditions and service conditions.

The market performance measurement period and service period is from June 15, 2025 through June 15, 2028.

The number of shares that will be earned based on market performance will range from 0 % to 200 % of the target number of shares.

If the defined minimum targets are not met, no shares will vest.

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.

If defined minimum targets are not met, no shares will vest.

As of September 30, 2025, there were 134 shares subject to options outstanding, with a weighted average exercise price per share of $ 191.02 , an intrinsic value of $ 0 and a remaining contractual life of 2.5 years.

Our Compensation Committee has not granted options to any plan participants in the current or prior fiscal year.

Earnings Per Share

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

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Net income available for shareholders

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Weighted average outstanding shares of common stock

Dilutive effect of stock options

Dilutive effect of RSUs and PSUs

5,512 5,413 5,488 5,405

Dilutive effect of RSUs

Fully diluted shares

5,535 5,471 5,543 5,448

Basic earnings per share

2 unchanged sentences

$ 0.45 $ 0.63 $ 1.30 $ 1.25

Potentially dilutive securities include stock options and unvested 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 or market conditions that have not yet been achieved as of our reporting date, or if they are antidilutive.

Potentially dilutive securities include stock options and unvested time and performance based RSUs (collectively "stock awards").

Shares underlying the Notes were also potentially dilutive until they matured on August 15, 2025;

however, these shares have been excluded from the diluted EPS calculation for the amount of time they remained outstanding during three and six months ended September 30, 2025 and 2024 as assumed conversion under the if-converted method was antidilutive in each period.

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

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Assumed conversion of the Notes

170 344 257 358

Stock awards that were anti-dilutive

Total securities excluded from diluted EPS

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

294 218 228 213

Total stock awards excluded from diluted EPS

464 562 485 571

We reported an income tax provision as follows:

Three Months Ended June 30,

Income tax expense

Three Months Ended September 30,

Six Months Ended September 30,

Income tax (benefit) expense

$ ( 477 ) $ 384 $ 1,793 $ 901

Effective tax rate

( 23.9 )% 10.1 % 19.9 % 11.7 %

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.

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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 three months ended June 30, 2025 compared to the prior year period is primarily due to prior year valuation allowance adjustments related to our operations in Germany, as well as an increase in German statutory taxes in the current fiscal year.

The effective tax rate for the three months ended June 30, 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.

In July 2025, 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.

Accounting Standards Codification Topic 740, Income Taxes , requires the effects of enacted changes in tax laws and 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.

The effective tax rate for both the three and six months ended September 30, 2025 differed from the statutory federal rate of 21 % primarily due to the impact of the valuation allowance on U.S.

deferred taxes.

During fiscal year 2025, we adjusted the valuation allowance related to our operations in Germany, and in fiscal year 2026, we incurred higher German statutory taxes.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) introduced several changes to U.S.

tax legislation, with certain provisions becoming applicable to us in fiscal year 2026.

These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks.

We have incorporated the applicable provisions of OBBBA into our income tax provision as of September 30, 2025, resulting in a reduction of U.S.

current tax expense.

We are continuing to evaluate the impacts of the legislation on our Consolidated Financial Statements for the annual period.

Commitments and Contingencies

We are party to various legal proceedings arising in the ordinary course of business.

As of June 30, 2025 , 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.

As of September 30, 2025 , 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.

S egment 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.

Segment information is prepared on the same basis used by our chief operating decision maker ("CODM"), our CEO, to assess segment performance, allocate resources, 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.

Our CODM regularly reviews segment-level U.S.

GAAP revenues and gross profit relative to forecasted and prior period amounts, as well as non-GAAP adjusted operating expense compared to budgeted amounts.

Our CODM also regularly reviews non-GAAP organic revenues growth to support strategic planning and resource deployment.

The following tables set forth our segment information:

Three months ended June 30, 2025

Three months ended September 30, 2025

Sterilization and Disinfection Control

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Operating income

Nonoperating expense, net

Earnings before income taxes

Three months ended September 30, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Revenues (a):

$ 22,205 $ 11,867 $ 12,262 $ 11,499 $ 57,833

Depreciation in cost of revenues

374 40 207 283 904

Amortization in cost of revenues

134 346 - 192 672

Non-cash GKE inventory step-up amortization

454 - - - 454

Other cost of revenues (b)

6,071 4,314 4,845 5,118 20,348

Total segment cost of revenues

7,033 4,700 5,052 5,593 22,378

Gross Profit (c)

$ 15,172 $ 7,167 $ 7,210 $ 5,906 $ 35,455

Reconciling items:

Operating expense

Operating income

Nonoperating (income), net

Earnings before income taxes

Three months ended June 30, 2024

Six months ended September 30, 2025

Sterilization and Disinfection Control

8 unchanged sentences

279 747 - 383 1,409

Other cost of revenues (b)

13,291 10,069 10,426 9,214 43,000

Total segment cost of revenues

14,481 10,971 10,643 9,915 46,010

Gross Profit (c)

$ 33,036 $ 14,435 $ 15,277 $ 11,522 $ 74,270

Reconciling items:

Operating expense

Operating income

Nonoperating (income), net

Earnings before income taxes

Six months ended September 30, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Revenues (a):

$ 45,162 $ 23,875 $ 24,063 $ 22,903 $ 116,003

Depreciation in cost of revenues

793 86 392 495 1,766

Amortization in cost of revenues

245 691 - 383 1,319

Non-cash GKE inventory step-up amortization

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Our CODM is not provided with and does not regularly review any other segment asset information.

September 30,

Sterilization and Disinfection Control

6 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements