MESA LABORATORIES INC /CO/ 10-Q

Item 1 . Financial Statements   M esa Laboratories, Inc. Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share amounts)       June 30,     March 31,       2023     2023   ASSETS                 Current assets:                 Cash and cash equivalents   $ 32,376     $ 32,910   Accounts receivable, less allowance for doubtful accounts of $ 964 and $ 849 , respectively     35,595       42,551   Inventories     35,559       34,642   Prepaid expenses and other     11,278       8,872   Total current assets     114,808       118,975   Property, plant and equipment, net of accumulated depreciation of $ 20,478 and $ 19,768 respectively     27,953       28,149   Deferred tax asset     1,077       1,076   Other assets     9,623       10,373   Customer relationships, net     142,515       152,189   Intellectual property, net     45,287       46,400   Other intangibles, net     17,592       18,226   Goodwill     283,756       286,444   Total assets   $ 642,611     $ 661,832                     LIABILITIES AND STOCKHOLDERS’ EQUITY                 Current liabilities:                 Accounts payable   $ 5,588     $ 6,134   Accrued payroll and benefits     7,269       9,433   Unearned revenues     15,372       15,694   Other accrued expenses     10,897       12,098   Total current liabilities     39,126       43,359   Deferred tax liability     33,507       34,028   Other long-term liabilities     6,757       7,693   Credit Facility     5,000       13,000   Convertible senior notes, net of discounts and debt issuance costs     170,502       170,272   Total liabilities     254,892       268,352   Stockholders’ equity:                 Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,384,280 and 5,369,466 shares, respectively     334,384       332,076   Retained earnings     72,791       74,199   Accumulated other comprehensive (loss)     ( 19,456 )     ( 12,795 ) Total stockholders’ equity     387,719       393,480   Total liabilities and stockholders’ equity   $ 642,611     $ 661,832     See accompanying notes to Condensed C onsolidated Fi nancial Statements.     Page 1 Table of Contents     Mesa Laboratories, Inc. Condensed Consolidated Statements of Operations (unaudited) (in thousands, except per share data)       Three Months Ended June 30,       2023     2022                     Revenues   $ 50,645     $ 50,453   Cost of revenues     19,462       19,112   Gross profit     31,183       31,341   Operating expenses:                 Selling     8,976       10,023   General and administrative     18,060       20,212   Research and development     4,811       5,700   Total operating expenses     31,847       35,935   Operating (loss)     ( 664 )     ( 4,594 ) Nonoperating expense:                 Interest expense and amortization of debt discount     1,048       1,014   Other (income), net     ( 775 )     ( 196 ) Total nonoperating expense, net     273       818   (Loss) before income taxes     ( 937 )     ( 5,412 ) Income tax (benefit)     ( 388 )     ( 3,974 ) Net (loss)   $ ( 549 )   $ ( 1,438 )                   Net (loss) per share:                 Basic   $ ( 0.10 )   $ ( 0.27 ) Diluted   $ ( 0.10 )   $ ( 0.27 )                   Weighted-average common shares outstanding:                 Basic     5,372       5,273   Diluted     5,372       5,273     See accompanying notes to Condensed Consolidated Financial Statements.   Page 2 Table of Contents     Mesa Laboratories, Inc. Condensed Consolidated Statements of Comprehensive (Loss) (unaudited) (in thousands)         Three Months Ended June 30,       2023     2022                     Net (loss)   $ ( 549 )   $ ( 1,438 ) Other comprehensive (loss):                 Foreign currency translation adjustments     ( 6,661 )     ( 15,957 ) Comprehensive (loss)   $ ( 7,210 )   $ ( 17,395 )   See accompanying notes to Condensed Consolidated Financial Statements.   Page 3 Table of Contents   Mesa Laboratories, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (dollars in thousands, except per share data)           Common Stock                               Number of Shares     Amount     Retained Earnings     AOCI*     Total   March 31, 2023     5,369,466     $ 332,076     $ 74,199     $ ( 12,795 )   $ 393,480   Exercise of stock options and vesting of restricted stock units     20,074       52       -       -       52   Tax withholding on vesting of restricted stock units     ( 5,260 )     ( 712 )     -       -       ( 712 ) Dividends paid, $ 0.16 per share     -       -       ( 859 )     -       ( 859 ) Stock-based compensation expense     -       2,968       -       -       2,968   Foreign currency translation     -       -       -       ( 6,661 )     ( 6,661 ) Net (loss)     -       -       ( 549 )     -       ( 549 ) June 30, 2023     5,384,280     $ 334,384     $ 72,791     $ ( 19,456 )   $ 387,719           Common Stock                               Number of Shares     Amount     Retained Earnings     AOCI*     Total   March 31, 2022     5,265,627     $ 313,460     $ 76,675     $ 3,666     $ 393,801   Exercise of stock options and vesting of restricted stock units     31,690       1,438       -       -       1,438   Tax withholding on vesting of restricted stock units     ( 9 )     ( 2 )     -       -       ( 2 ) Dividends paid, $ 0.16 per share     -       -       ( 843 )     -       ( 843 ) Stock-based compensation expense     -       3,432       -       -       3,432   Foreign currency translation     -       -       -       ( 15,957 )     ( 15,957 ) Net (loss)     -       -       ( 1,438 )     -       ( 1,438 ) June 30, 2022     5,297,308     $ 318,328     $ 74,394     $ ( 12,291 )   $ 380,431     *Accumulated Other Comprehensive (Loss) Income.   See accompanying notes to Condensed Consolidated Financial Statements.   Page 4 Table of Contents   M esa Laboratories, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands)         Three Months Ended June 30,       2023     2022   Cash flows from operating activities:                 Net (loss)   $ ( 549 )   $ ( 1,438 ) Adjustments to reconcile net income to net cash provided by operating (used in) activities:                 Depreciation and amortization     8,134       8,134   Stock-based compensation expense     2,968       3,432   Non-cash interest and debt amortization     230       225   Other     283       ( 2,671 ) Cash provided by (used in) changes in operating assets and liabilities:                 Accounts receivable, net     6,456       ( 1,484 ) Inventories     ( 1,244 )     ( 2,732 ) Prepaid expenses and other assets     ( 2,448 )     ( 2,180 ) Accounts payable     ( 539 )     ( 205 ) Accrued liabilities and taxes payable     ( 3,217 )     ( 5,328 ) Unearned revenues     ( 135 )     1,436   Net cash provided by (used in) operating activities     9,939       ( 2,811 ) Cash flows from investing activities:                 Purchases of property, plant and equipment     ( 270 )     ( 225 ) Net cash (used in) investing activities     ( 270 )     ( 225 ) Cash flows from financing activities:                 Payments of debt     ( 8,000 )     ( 2,000 ) Dividends     ( 859 )     ( 843 ) Proceeds from the exercise of stock options     52       1,438   Payment of tax withholding obligation on vesting of restricted stock     ( 712 )     ( 2 ) Net cash (used in) financing activities     ( 9,519 )     ( 1,407 ) Effect of exchange rate changes on cash and cash equivalents     ( 684 )     ( 1,156 ) Net (decrease) in cash and cash equivalents     ( 534 )     ( 5,599 ) Cash and cash equivalents at beginning of period     32,910       49,346   Cash and cash equivalents at end of period   $ 32,376     $ 43,747     See accompanying notes to Condensed C onsolidated Fin ancial Statements.   Page 5 Table of Contents   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 multinational manufacturer, developer, and seller of life science tools and critical quality control products and services, many of which are sold into niche markets driven by regulatory requirements. 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 June 30, 2023 , we managed our operations in four reportable segments, or divisions:     ● Sterilization and Disinfection Control - manufactures and sells biological, cleaning, and chemical indicators used to assess the effectiveness of sterilization and disinfection processes in the pharmaceutical, medical device, hospital, and dental industries. The division also provides testing and laboratory services, mainly to the dental industry.    ● Clinical Genomics - develops, manufactures and sells highly sensitive, low-cost, high-throughput genetic analysis tools and related consumables and services that enable clinical labs to perform genomic testing for a broad range of diagnostic and research applications in several therapeutic areas, such as screenings for hereditary diseases, pharmacogenetics, and oncology related applications.   ● Biopharmaceutical Development  - develops, manufactures, and sells 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.    ● Calibration Solutions  - develops, manufactures and sells quality control products using principles of advanced metrology to measure or calibrate critical chemical or physical parameters in various dialysis, process monitoring, instrument monitoring, environmental monitoring, gas flow, environmental air quality, and torque applications, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory, and hospital environments.   Unallocated corporate expenses are reported within Corporate and Other.   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 the 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. We made no material changes to the application of our significant accounting policies that were disclosed in our Form 10 -K. This quarterly 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, 2023 .   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   Certain prior year amounts presented have been reclassified to conform with current presentation. The reclassifications have  not  resulted in any changes to consolidated or segment amounts reported in the Consolidated Financial Statements for any periods presented in this Form 10 -Q.   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 pressure, the overall effects of the current high inflation environment on customers' purchasing patterns, high interest rates, the conflict in Ukraine, and other factors. It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates.   Recently Issued Accounting Pronouncements   We have reviewed all recently issued accounting pronouncements and have concluded that they are either not applicable to us or are not expected to have a significant impact on our consolidated financial statements.   Page 6 Table of Contents   Note 2 . Significant Transactions   Belyntic GmbH On November 17, 2022, we acquired substantially all of the assets and certain liabilities of Belyntic GmbH’s peptide purification business (“the Belyntic acquisition”) for $ 6,450 , of which $ 4,950  was paid on the date of acquisition. The remaining $ 1,500  will be paid upon the approval of pending patent applications. The business complements our existing peptide synthesis business, part of the Biopharmaceutical Development segment, by adding a new consumables line. The new PurePep® EasyClean products are a green chemistry solution to purify peptides.   During fiscal year 2023 ,  we prepared a preliminary analysis of the valuation of net assets acquired in the Belyntic acquisition. During the three months ended June 30, 2023, based on detailed financial analysis of the financial model, we recorded measurement period adjustments to reclassify amounts from intangible assets into goodwill. Our preliminary purchase price allocation is subject to further revision as more detailed analyses are completed.     Note 3. Revenue   We develop, manufacture, market, sell and maintain life sciences tools and quality control instruments and related software, consumables, and services. We evaluate revenues internally based primarily on operating segment and the nature of goods and services provided.   Hardware sales include physical products such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, and data loggers. 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 typically used on a  one -time basis and require frequent replacement in our customers' operating cycles. Consumables 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 indicator test strips are used on a standalone basis.   We also offer maintenance, calibration, and testing service contracts. Under our service contracts we perform labor and replace parts on an as-needed basis over a contractually specified period of time or perform specific, discrete services.    Typically, revenue is recognized upon shipment of a product, upon completion of a discrete service, or over a period of time reflective of the performance obligation period in the applicable contract, depending on when our obligation to the customer is satisfied. The significant majority of our revenues and related receivables are generated from contracts with customers that are  12  months or less in duration.   The following tables present disaggregated revenues for the three  months ended June 30, 2023  and 2022 , respectively:       Three Months Ended June 30, 2023       Sterilization and Disinfection Control     Clinical Genomics     Biopharmaceutical Development     Calibration Solutions     Total                                             Consumables   $ 13,707     $ 8,769     $ 4,486     $ 509     $ 27,471   Hardware and Software     81       3,427       2,691       7,078       13,277   Services     2,139       1,173       2,712       3,873       9,897   Total Revenues   $ 15,927     $ 13,369     $ 9,889     $ 11,460     $ 50,645         Three Months Ended June 30, 2022       Sterilization and Disinfection Control     Clinical Genomics     Biopharmaceutical Development     Calibration Solutions     Total                                             Consumables   $ 12,228     $ 11,531     $ 3,664     $ 854     $ 28,277   Hardware and Software     306       1,491       4,824       5,693       12,314   Services     2,240       1,483       2,479       3,660       9,862   Total Revenues   $ 14,774     $ 14,505     $ 10,967     $ 10,207     $ 50,453     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 June 30,       2023     2022   United States   $ 26,537     $ 29,122   China     6,113       3,697   Other     17,995       17,634   Total revenues   $ 50,645     $ 50,453     Other than China, no  foreign country exceeds 10% of total revenues.   Page 7 Table of Contents   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 are included within unearned revenues in the accompanying Condensed Consolidated Balance Sheets, and long-term contract liabilities are included within other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.   A summary of contract liabilities is as follows:   Contract liabilities as of March 31, 2023   $ 16,098   Prior year liabilities recognized in revenues during the three months ended June 30, 2023     ( 3,535 ) Contract liabilities added during the three months ended June 30, 2023, net of revenues recognized     3,143   Contract liabilities balance as of June 30, 2023   $ 15,706     Contract liabilities primarily relate to service contracts with original expected service durations of 12 months or less and will be recognized to revenue over time as our performance obligations are satisfied.     Note 4. 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.    Historically, the financial instruments that subject us to the highest concentration of credit risk are cash and cash equivalents 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. One distributor accounted for approximately 13 % of total trade receivables as of June 30, 2023, compared to 18 % as of our fiscal year ended March 31, 2023. The distributor's outstanding balance was current as of June 30, 2023,  and the substantial majority has since been collected.   We reserve an allowance for potential write-offs of accounts receivable using historical collection experience and current and expected future economic and market conditions. To manage credit risk, we consider the creditworthiness of new and existing customers, and we regularly review outstanding balances and payment histories. We  may  require pre-payments from customers under certain circumstances and  may  limit future purchases until payments are made on past due amounts.   We have outstanding $ 172,500  aggregate principal of  1.375 % convertible senior notes due  August 15, 2025 ( the "Notes"). We estimate the fair value of the Notes based on the last actively traded price or observable market input preceding the end of the reporting period, and the fair value is approximately correlated to our stock price. The estimated fair value and carrying value of the Notes was as follows:       June 30, 2023     March 31, 2023       Carrying Value     Fair Value (Level 2)     Carrying Value     Fair Value (Level 2)   Notes   $ 170,502     $ 154,495     $ 170,272     $ 161,072     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 a business acquisition 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. We recorded no impairments during the three months ended June 30, 2023 or 2022.  Fair values of such assets and liabilities require measurement using Level 3 inputs. There were no transfers between the levels of the fair value hierarchy during the three months ended June 30, 2023  or  2022 , respectively.   We are obligated to pay contingent consideration of $ 1,500 cash related to the Belyntic acquisition upon approval of pending patent applications. The fair value of the contingent consideration was $ 1,137 as of June 30, 2023 and is recorded in other long-term liabilities on the accompanying Condensed Consolidated Balance Sheets. We estimated the fair value of the contingent consideration at inception using a probability-weighted outcome analysis based on our expectations of patent approval, leveraging our historical experience and expert input, and we adjust the contingent consideration to estimated fair value at each reporting period through earnings.      Note 5. Supplemental Balance Sheets Information   Inventories consisted of the following:       June 30, 2023     March 31, 2023   Raw materials   $ 20,062     $ 20,064   Work in process     949       617   Finished goods     14,548       13,961   Total inventories   $ 35,559     $ 34,642     Prepaid expenses and other current assets consisted of the following:        June 30, 2023     March 31, 2023   Prepaid expenses   $ 3,614     $ 2,498   Deposits     1,387       1,376   Prepaid income taxes     2,135       953   Other current assets     4,142       4,045   Total prepaid expenses and other   $ 11,278     $ 8,872     Page 8 Table of Contents   Accrued payroll and benefits consisted of the following:       June 30, 2023     March 31, 2023   Bonus payable   $ 1,857     $ 4,461   Wages and paid-time-off payable     2,958       2,329   Payroll related taxes     2,172       1,982   Other benefits payable     282       661   Total accrued payroll and benefits   $ 7,269     $ 9,433     Accrued other expenses consisted of the following:        June 30, 2023     March 31, 2023   Accrued business taxes   $ 5,658     $ 5,941   Current operating lease liabilities     2,806       2,868   Income taxes payable     50       992   Other     2,383       2,297   Total other accrued expenses   $ 10,897     $ 12,098       Note 6. Goodwill and Intangible Assets, Net   Intangible assets, the significant majority of which are finite-lived, consisted of the following:       June 30, 2023     March 31, 2023       Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount     Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount   Customer relationships   $ 232,431     $ ( 89,916 )   $ 142,515     $ 238,247     $ ( 86,058 )   $ 152,189   Intellectual property     66,629       ( 21,342 )     45,287       65,950       ( 19,550 )     46,400   Other intangibles     24,486       ( 6,894 )     17,592       24,793       ( 6,567 )     18,226   Total   $ 323,546     $ ( 118,152 )   $ 205,394     $ 328,990     $ ( 112,175 )   $ 216,815     Amortization expense for finite-lived intangible assets acquired in a business combination was as follows:       Three Months Ended June 30,       2023     2022   Amortization in cost of revenues   $ 1,728     $ 1,708   Amortization in general and administrative     5,492       5,612   Total   $ 7,220     $ 7,320   For the following fiscal years ending March 31, amortization expense is estimated as follows:   Remainder of 2024   $ 21,017   2025   26,612   2026   25,847   2027   25,346   2028   24,890     The change in the carrying amount of goodwill was as follows:       Sterilization and Disinfection Control     Clinical Genomics     Biopharmaceutical Development     Calibration Solutions     Total   March 31, 2023   $ 29,559     $ 135,811     $ 83,857     $ 37,217       286,444   Effect of foreign currency translation     ( 12 )     ( 138 )     ( 3,376 )     ( 3 )     ( 3,529 ) Measurement period adjustment - Belyntic Acquisition     -       -       841       -       841   June 30, 2023   $ 29,547     $ 135,673     $ 81,322     $ 37,214     $ 283,756     Goodwill in the Biopharmaceutical Development division related to the Belyntic acquisition and is tax deductible.   Page 9 Table of Contents     Note 7 .  Indebtedness   Credit Facility We maintain a senior credit facility (the “Credit Facility”) that includes 1 ) a revolving credit facility in an aggregate principal amount of up to $ 75,000 ,  2 ) a swingline loan in an aggregate principal amount  not  exceeding $ 5,000 , and  3 ) letters of credit in an aggregate stated amount  not  exceeding $ 2,500 . The Credit Facility matures in March 2025. The Credit Facility also provides for an incremental term loan or an increase in revolving commitments in an aggregate principal amount of at a minimum $ 25,000  and at a maximum $ 75,000 , subject to the satisfaction of certain conditions and lender considerations.    As of June 30, 2023 , we had $ 5,000 outstanding under the Credit Facility. We paid an additional $ 3,500 on the outstanding Credit Facility balance in July 2023.    Amounts borrowed under the Credit Facility bear interest at either a base rate or a SOFR rate, plus an applicable spread. The interest rate on borrowings under our line of credit as of June 30, 2023  was 7.0 %. We are obligated to pay quarterly unused commitment fees of between 0.15 % and 0.35 % of the Credit Facility’s aggregate principal amount, based on our leverage ratio.    The financial covenants in the Credit Facility include a maximum leverage ratio of  5.0  to  1.0  for the period ended June 30, 2023 , except that we  may  have a leverage ratio of  5.75  to  1.0  for a period of  four  consecutive quarters following a permitted acquisition. 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, engage in certain transactions with affiliates, or conduct asset sales. As of  June 30, 2023 , we were in compliance with all covenants.   Convert ible 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 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.    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, at our election. The circumstances necessary for voluntary conversion were not met during the three months ended June 30, 2023 . As of June 30, 2023 , the Notes are classified as a long-term liability on our Condensed Consolidated Balance Sheets. The if-converted value of the Notes did not exceed the principal balance as of  June 30, 2023 .   The net carrying amount of the Notes was as follows:       June 30, 2023     March 31, 2023   Principal outstanding   $ 172,500     $ 172,500   Unamortized debt issuance costs     ( 1,998 )     ( 2,228 ) Net carrying value   $ 170,502     $ 170,272     We recognized interest expense on the Notes as follows:       Three Months Ended June 30       2023     2022   Coupon interest expense at 1.375%   $ 593     $ 593   Amortization of debt discounts and issuance costs     230       225   Total interest and amortization of debt issuance costs   $ 823     $ 818     The effective interest rate on the notes is approximately 1.9 %.     Note 8 . Stockholders' Equity   Stock-Based Compensation During the three months ended June 30, 2023 , we issued stock options, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Mesa Laboratories, Inc. 2021 Equity Incentive Plan (the "2021 Equity Plan"), which authorizes the issuance of 330 shares of common stock to eligible participants.   Expense recognized related to stock-based compensation is as follows:        Three Months Ended June 30,       2023     2022   Stock-based compensation expense   $ 2,968     $ 3,432   Amount of income tax (benefit) recognized in earnings     ( 872 )     ( 1,992 ) Stock-based compensation expense, net of tax   $ 2,096     $ 1,440     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.   Page 10 Table of Contents   The following is a summary of stock option award activity for the three months ended June 30, 2023 :       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, 2023     163     $ 200.62       3.3     $ 1,643   Awards granted     53       131.67                   Awards forfeited or expired     ( 2 )     182.34                   Awards exercised     -       -                   Outstanding as of June 30, 2023     214     $ 183.64       3.8     $ 119     The stock options granted during the three months ended June 30, 2023  vest in equal installments on the first, second, and third anniversary of the grant date.   The following is a summary of RSU award activity for the three months ended June 30, 2023 :       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, 2023 (1)     57     $ 209.27       44     $ 286.02   Awards granted (1)     28       130.19       32       132.29   Awards forfeited     ( 1 )     193.30       -       -   Awards distributed     ( 20 )     210.83       -       -   Outstanding as of June 30, 2023 (1)     64     $ 174.58       76     $ 223.07     ( 1 ) Balances for PSUs are reflected at target.   The outstanding time-based RSUs vest and settle in shares of our common stock on a  one -for- one basis. All of the RSUs granted during the three months ended June 30, 2023  vest in equal installments on the first, second, and third anniversary of the grant date. We recognize the expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period.   Mesa grants PSUs to certain key employees. The number of shares earned is determined at the end of each performance period based on Mesa's achievement of certain pre-defined targets defined in the related award agreement. PSUs vest upon completion of the service period described in the award agreement. We recognize the expense relating to the performance-based RSUs based on the probable outcome of achievement of the performance targets on a straight-line basis over the service period.    During the three months ended June 30, 2023 , the Compensation Committee of the Board of Directors created a plan to award  32  PSUs at target (the "FY24 PSUs") with a grant date fair value of $ 132.29 that are subject to service, performance, and market conditions to eligible employees. The service period is from April 1, 2023 through June 21, 2026. The company performance conditions will be measured for the period from April 1, 2023 through  March 31, 2024. The quantity of shares that will be earned based upon company performance will range from  0 % to  200 % of the targeted number of shares; if the defined minimum targets are  not  met, then  no  shares will vest for performance. In addition, the number of PSUs earned based on company performance will be adjusted up or down by a maximum of  20 % pursuant to a market-based measure of performance comparing Mesa’s share price to a peer group over the period from April 1, 2023 until March 31, 2026.      Note 9 .   Net  (Loss) Per Share   Basic net (loss) per share is computed by dividing net (loss) by the weighted-average number of common shares outstanding during the reporting period. Diluted (loss) per share (“diluted EPS”) is computed similarly to basic (loss) per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Potentially dilutive securities include stock options and both time and performance based RSUs (collectively “stock awards”), as well as common shares underlying the 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 are antidilutive. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would then have an antidilutive effect.   The impact of the assumed conversion of the Notes calculated under the if-converted method was antidilutive, and as such, shares underlying the Notes were excluded from the diluted EPS calculation for the three  months ended June 30, 2023 .    The following table presents a reconciliation of the denominators used in the computation of basic and diluted (loss) per share:       Three Months Ended June 30,       2023     2022   Net (loss) available for shareholders   $ ( 549 )   $ ( 1,438 ) Weighted average outstanding shares of common stock     5,372       5,273   Dilutive effect of stock options     -       -   Dilutive effect of RSUs     -       -   Fully diluted shares     5,372       5,273                     Basic (loss) per share   $ ( 0.10 )   $ ( 0.27 ) Diluted (loss) per share   $ ( 0.10 )   $ ( 0.27 )   Page 11 Table of Contents   The following stock awards were excluded from the calculation of diluted EPS:       Three Months Ended June 30,       2023     2022   Assumed conversion of the Notes     608       608   Stock awards that were anti-dilutive     227       315   Stock awards subject to performance and market conditions     40       45   Total stock awards excluded from diluted EPS     875       968       Note 10 . Income Taxes   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.   Our effective income tax rate was 41.4 % for the three  months ended June 30, 2023  and 73.4 % for the three months ended June 30, 2022.  The effective tax rate for the three months ended June 30, 2023  differed from the statutory federal rate of 21 % primarily due to the share-based payment awards for employees and the effect of income generated in foreign jurisdictions. The change in our effective tax rate for the three months ended June 30, 2023 is primarily due to lower windfall benefits on stock option exercises and the effect of income in foreign jurisdictions.     Note 11 . Commitments and Contingencies   We review the adequacy of our legal reserves on a quarterly basis and establish reserves for loss contingencies that are both probable and reasonably estimable. As of June 30, 2023 , there were no material legal reserves recorded on the accompanying unaudited Condensed Consolidated Balance Sheets.   As part of the Belyntic acquisition, we have agreed to pay $ 1,500  to the sellers if contractually specified patents are issued. We believe it is probable the patents will be issued and we will pay the sellers in full within the next 36 months.      Note 12 . S egment Information   The following tables set forth our segment information:       Three Months Ended June 30,       2023     2022   Revenues:                 Sterilization and Disinfection Control   $ 15,927     $ 14,774   Clinical Genomics     13,369       14,505   Biopharmaceutical Development     9,889       10,967   Calibration Solutions     11,460       10,207   Total revenues (a)   $ 50,645     $ 50,453                     Gross profit:                 Sterilization and Disinfection Control   $ 11,591     $ 10,768   Clinical Genomics     6,728       7,849   Biopharmaceutical Development     6,433       7,077   Calibration Solutions     6,431       5,664   Reportable segment gross profit     31,183       31,358   Corporate and Other (b)     -       ( 17 ) Gross profit   $ 31,183     $ 31,341   Reconciling Items:                 Operating expenses     31,847       35,935   Operating (loss)     ( 664 )     ( 4,594 ) Nonoperating expense, net     273       818   (Loss) before income taxes   $ ( 937 )   $ ( 5,412 )     (a) Intersegment revenues are not significant and are eliminated to arrive at consolidated totals.   (b) Unallocated corporate expenses are reported within Corporate and Other.    Page 12 Table of Contents   The following table sets forth inventories by reportable segment. Our chief operating decision maker is  not  provided with any other segment asset information.       June 30,     March 31,       2023     2023   Sterilization and Disinfection Control   $ 3,758     $ 3,492   Clinical Genomics     13,744       13,985   Biopharmaceutical Development     8,889       8,384   Calibration Solutions     9,168       8,781   Total inventories   $ 35,559     $ 34,642       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; product research and development; 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, ” “ expect, ” “ anticipate, ” “ plan, ” “ target, ” “ 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; 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 and 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; projections of revenues, growth, operating results, profit margins, earnings, expenses,   margins, tax rates, tax provisions, liquidity, cash flows,   demand, and competition; the effects of additional actions taken to become more efficient or lower costs ;  supply chain challenges; cost pressures and the overall effects of the current high inflation environment on customers ’ purchasing patterns; laws regulating fraud and abuse in the health care industry and the 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, including rising interest rates and potential recessionary 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, 2023 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 multinational manufacturer, developer, and seller of life science tools and quality control products and services, many of which are sold into niche markets driven by regulatory requirements. 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, as well as 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 June 30, 2023, we managed our operations in four reportable segments, or divisions: Sterilization and Disinfection Control, Clinical Genomics, Biopharmaceutical Development, and Calibration Solutions. 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.   Corporate Strategy We strive to create shareholder 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. As 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. We serve a broad set of industries, in particular the pharmaceutical, healthcare services, and medical device verticals, in which the safety, quality, and efficacy of products is critical. By delivering the highest quality products possible, we are committed to protecting the communities we serve.   Organic Revenues Growth Organic revenues growth is driven by the expansion of our customer base, increases in sales volumes, new product offerings, and price increases, and may be affected positively or negatively by changes in foreign currency rates. Our ability to increase organic revenues is affected by general economic conditions, both domestic and international, customer capital spending trends, competition, and the introduction of new products. Our policy is to price our products 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.   Page 13 Table of Contents   Inorganic Growth - Acquisitions Over the past decade, we have consummated a number of acquisitions as part of our growth strategy. These acquisitions have allowed us to expand our product offerings, globalize our company, and increase the scale at which we operate, which in turn 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 We maximize value in both 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 a set of high-margin, niche businesses. The Mesa Way  is focused on: Measuring What Matters using our customers' perspective and setting high standards for performance; Empowering Teams to improve operationally and exceed customer expectations; Sustainably Improving using lean-based tools designed to help us identify the root cause of opportunities and prioritize the biggest opportunities; and Always Learning so that performance continuously improves.    Gross profit is affected by many factors including our product mix, manufacturing efficiencies, costs of products and labor, foreign currency rates, 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 the mix of sales 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 approach. It is our exceptionally talented workforce that works together and uses our lean-based tool set to find ways to continuously and sustainably improve our products, our services, and ourselves, resulting in long-term value creation for our stakeholders.    General Trends   We are a global company, with multinational operations. During the three months ended June 30, 2023, approximately 48% of our revenues were derived from revenues earned outside of the United States. Since Mesa serves a number of industries across a variety of global markets, we may be affected by world-wide, regional, or industry-specific economic or political factors. However, our diversity in industry, geography, and product and service offerings may limit the impact of changes in specific industry trends or local economic changes in our consolidated operating results. We actively monitor trends affecting industries we operate in, including monitoring key competitors and customers, as well as staying abreast of changes to local economies and how they may affect our divisions.     Several challenging macroeconomic factors persisted during the first quarter of fiscal 2024, including high interest rates, high inflation rates, and softening demand for discretionary capital asset purchases across the life sciences tools market. On the other hand, supply chain disruptions, labor shortages and resulting manufacturing difficulties that impacted business operations in fiscal year 2023 largely abated during the three months ended June 30, 2023. Following the loss of Sema4, a significant customer in our Clinical Genomics division, in the third quarter of fiscal year 2023, we took strategic steps to contain costs and preserve our operating model. Gross profit as a percentage of revenues in the Clinical Genomics division for the three months ended June 30, 2023 was modestly lower than the prior year period; however, our operating expenses decreased, demonstrating that adjustments to the operating model allowed us to largely preserve our financial model despite the customer loss. Our cost containment actions and the resulting significant reductions in our operating expenses during the three months ended June 30, 2023 ultimately allowed us to produce higher earnings before taxes for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.    A weakening or strengthening of foreign currencies against the United States dollar ("USD") increases or decreases our reported revenues, gross profit margins, and operating expenses, and impacts the comparability of our results between periods. Generally, the USD strengthening against major currencies adversely impacts our reported revenues, but to a lesser extent, positively impacts our reported expenses; conversely, the weakening of the U.S. dollar against major currencies positively impacts our reported revenues but negatively impacts our reported expenses. The ultimate impact to gross profit as a percentage of revenue depends on the magnitude of changes in foreign currencies. Overall, the strengthening of the U.S. dollar against the euro during the three months ended June 30, 2023 had less of an impact on our reported revenues than the weakening of the U.S. dollar against the euro during the three months ended June 30, 2022.   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).   Revenues from our reportable segments and gross profit as a percentage of revenues remained largely consistent for the three months ended June 30, 2023, compared to the same period in the prior year.     Results by reportable segment are as follows:       Revenues     Organic Revenues Growth     Gross Profit as a % of Revenues       Three Months Ended June 30, 2023     Three Months Ended June 30, 2022     Three Months Ended June 30, 2023     Three Months Ended June 30, 2022     Three Months Ended June 30, 2023     Three Months Ended June 30, 2022   Sterilization and Disinfection Control   $ 15,927     $ 14,774       7.8 %     (2.5 %)     73 %     73 % Clinical Genomics     13,369       14,505       (7.8 %)     N/A       50 %     54 % Biopharmaceutical Development     9,889       10,967       (10.3 %)     23.5 %     65 %     65 % Calibration Solutions     11,460       10,207       12.3 %     (6.3 %)     56 %     55 % Mesa's reportable segments   $ 50,645     $ 50,453       0.3 %     2.9 %     62 %     62 %   Page 14 Table of Contents   Our unaudited condensed consolidated results of operations are as follows:       Three Months Ended June 30,     Percentage       2023     2022     Change   Revenues   $ 50,645     $ 50,453       0 % Gross profit     31,183       31,341       (1 %) Operating expenses     31,847       35,935       (11 %) Operating (loss)     (664 )     (4,594 )   (86 %) Net (loss)   $ (549 )   $ (1,438 )   (62 %)   Reportable Segments   Sterilization and Disinfection Control The Sterilization and Disinfection Control Division manufactures and sells biological, cleaning, and chemical indicators used to assess the effectiveness of sterilization and disinfection processes in the pharmaceutical, medical device, hospital, and dental industries. The division also provides testing and laboratory services, mainly to the dental industry. Sterilization and disinfection control products are disposable and are used on a routine basis.       Three Months Ended June 30,     Percentage       2023     2022     Change   Revenues   $ 15,927     $ 14,774       8 % Gross profit     11,591       10,768       8 % Gross profit as a % of revenues     73 %     73 %     - %   Sterilization and Disinfection Control revenues increased 8% for the three months ended June 30, 2023 compared to the prior year period, primarily due to unusually low revenues during the three months ended June 30, 2022 attributable to labor shortages that delayed production and order fulfillment, which abated in the second half of fiscal year 2023. The division also benefited from price increases during the three months ended June 30, 2023.    Sterilization and Disinfection Control's gross profit percentage was flat for the quarters ended June 30, 2023 and 2022.   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 labs to perform genomic testing for a broad range of diagnostic and research applications in several therapeutic areas, such as screenings for hereditary diseases, pharmacogenetics, and oncology related applications.       Three Months Ended June 30,     Percentage       2023     2022     Change   Revenues   $ 13,369     $ 14,505       (8 %) Gross profit     6,728       7,849       (14 %) Gross profit as a % of revenues     50 %     54 %     (4 %)   Clinical Genomics revenues decreased 8% for the three months ended June 30, 2023 compared to the prior year period, primarily as a result of the loss of revenues from Sema4 and unfavorable changes to foreign currency exchange rates, partially offset by higher revenues in China, particularly hardware revenues.   Gross profit percentage for the Clinical Genomics division decreased four percentage points for the three months ended June 30, 2023 compared to the prior year period, primarily due to lower revenues on a partially fixed cost base and to a lesser extent, unfavorable product mix.    Biopharmaceutical Development Our Biopharmaceutical Development division develops, manufactures, and sells 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 June 30,     Percentage       2023     2022     Change   Revenues   $ 9,889     $ 10,967       (10 %) Gross profit     6,433       7,077       (9 %) Gross profit as a % of revenues     65 %     65 %     - %   Biopharmaceutical Development revenues decreased 10% for the three months ended June 30, 2023 compared to the prior year period, primarily due to softening demand for capital equipment and to a lesser extent, unfavorable changes in foreign currency, partially offset by an increase in revenues from consumables. Given the current economic landscape related to softening demand for capital equipment, revenues for this segment are unlikely to grow at historical levels in fiscal year 2024.    While Biopharmaceutical Development's revenues decreased 10% for the three months ended June 30, 2023 compared to the prior year period, gross profit percentage remained flat, primarily due to a significant increase in consumables revenues, which have a higher gross margin as a percentage of revenues, and to a lesser extent price increases.    Page 15 Table of Contents   Calibration Solutions The Calibration Solutions division develops, manufactures and sells quality control products using principles of advanced metrology to measure or calibrate critical chemical or physical parameters in various dialysis, process monitoring, instrument monitoring, environmental monitoring, gas flow, environmental air quality, and torque applications, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory, and hospital environments.       Three Months Ended June 30,     Percentage       2023     2022     Change   Revenues   $ 11,460     $ 10,207       12 % Gross profit     6,431       5,664       14 % Gross profit as a % of revenues     56 %     55 %     1 %   Calibration Solutions revenues increased 12% for the three months ended June 30, 2023 compared to the prior year period, primarily due to the abatement of production difficulties and supply constraints that had limited our ability to manufacture ordered quantities of certain products during the three months ended June 30, 2022.   Calibration Solutions' gross profit percentage increased 1% for the three months ended June 30, 2023 compared to the prior year period, primarily due to increased revenues on a partially fixed cost base, partially offset by increased costs for third-party contractors.   Table of Contents   Operating Expenses   Operating expenses decreased 11% for the three months ended June 30, 2023 compared to the prior year period, primarily as a result of lower personnel costs related to strategic cost containment activities undertaken following the loss of Sema4.   Selling Selling expense is driven primarily by labor costs, including salaries and commissions; accordingly, it may vary with sales levels.       Three Months Ended June 30,     Percentage       2023     2022     Change   Selling expense   $ 8,976     $ 10,023       (10 %) As a percentage of revenues     18 %     20 %     (2 %)   Selling expense for the three months ended June 30, 2023 decreased 10% compared to the prior year period, primarily as a result of lower personnel costs, in particular the realized benefits of the proactive cost savings efforts we initiated after the loss of Sema4.   General and Administrative Labor costs, including non-cash stock-based compensation and amortization of intangible assets, drive the substantial majority of our general and administrative expense.       Three Months Ended June 30,     Percentage       2023     2022     Change   General and administrative expense   $ 18,060     $ 20,212       (11 %) As a percentage of revenues     36 %     40 %     (4 %)   General and administrative expenses decreased 11% for the three months ended June 30, 2023 compared to the prior year period, primarily as a result of reduced personnel costs largely attributable to strategic cost savings activities following the loss of Sema4 and lower stock-based compensation expense as the performance-based restricted stock units associated with the fiscal 2022 acquisition of Agena Bioscience, Inc. were no longer amortizing during the first quarter of fiscal year 2024. Additionally, we incurred lower professional services costs during the three months ended June 30, 2023 compared to the prior year period.    Research and Development Research and development expense is predominantly comprised of labor costs and costs of third-party consultants.       Three Months Ended June 30,     Percentage       2023     2022     Change   Research and development expense   $ 4,811     $ 5,700       (16 %) As a percentage of revenues     9 %     11 %     (2 %)   Research and development expenses decreased 16% for the three months ended June 30, 2023 compared to the prior year period, primarily due the prior period purchase of in-process research and development technology used to enhance an existing Sterilization and Disinfection Control division product offering and cost containment actions.   Nonoperating Expense, Net       Three Months Ended June 30,     Percentage       2023     2022     Change   Nonoperating expense, net   $ 273     $ 818       (67% )   Nonoperating expense, net for the three months ended June 30, 2023 is composed primarily of interest expense and amortization of the debt discount associated with the Notes and the Credit Facility as well as gains and losses on foreign currency transactions. During the three months ended June 30, 2023, these expenses were partially offset by a payment received from a former customer outside the normal course of business reimbursing us for costs incurred in previous periods. The reimbursement agreement was not included in the original sales contract with the customer.    Page 16 Table of Contents   Income Taxes       Three Months Ended June 30,     Percentage       2023     2022     Change   Income tax (benefit)   $ (388 )   $ (3,974 )     (90 %) Effective tax rate     41.4 %     73.4 %     (32 %)   Our effective income tax rate was 41.4% for the three months ended June 30, 2023 and 73.4% for the three months ended June 30, 2022. The effective tax rate for the three months ended June 30, 2023 differed from the statutory federal rate of 21% primarily due to the share-based payment awards for employees and the effect of income generated in foreign jurisdictions. The change in our effective tax rate for the three months ended June 30, 2023 is primarily due to lower windfall benefits on stock option exercises and the effect of income in foreign jurisdictions.   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. Table of Contents   Net (Loss)  Net (loss) varies with changes in revenues, gross profit, and operating expenses (and included $7,220 and $2,968 of non-cash amortization of intangible assets acquired in business combinations and stock-based compensation expense, respectively, for the three months ended June 30, 2023).   Market-Based Awards The performance-based restricted stock awards granted during the three months ended June 30, 2023 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 Open Market Sale Agreement SM , working capital, and potential additional equity and debt offerings. We believe that cash flows from operating activities and potential cash provided by borrowings from our Credit Facility or funds from our Open Market Sale Agreement SM , when necessary, will be sufficient to meet our ongoing operating requirements, scheduled interest payments on debt, dividend payments, and anticipated capital expenditures. At our option, we may settle the Notes in shares of our common stock or in cash, or we may re-finance our debt, depending on conditions in the market and the share price of our common stock.    Our more significant uses of resources have historically included acquisitions, payments of debt and interest obligations, long-term capital expenditures, and quarterly dividends to shareholders. Working capital is the amount by which current assets exceed current liabilities. We had working capital of $75,682 and $75,616 as of June 30, 2023 and March 31, 2023, respectively. As of June 30, 2023, and March 31, 2023, we had $32,376 and $32,910, respectively, of cash and cash equivalents.   As of June 30, 2023, $172,500 in aggregate principal Notes were outstanding and $5,000 was outstanding under the Credit Facility. In July 2023, we paid an additional $3,500 on our Credit Facility.    In April 2022, we entered into an Open Market Sale Agreement SM  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 that we 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, pursuing 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 declared and paid dividends of $0.16 per share during the three months ended June 30, 2023, as well as each quarter of fiscal year 2023.   In July 2023, we announced that our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on September 15, 2023, to shareholders of record at the close of business on August 31, 2023.   Cash Flows   Our cash flows from operating, investing, and financing activities were as follows (in thousands):       Three Months Ended June 30,       2023     2022   Net cash provided by (used in) operating activities   $ 9,939     $ (2,811 ) Net cash (used in) investing activities     (270 )     (225 ) Net cash (used in) financing activities     (9,519 )     (1,407 )   Cash flows from operating activities for the three months ended June 30, 2023 provided $9,939. Net loss and non-cash adjustments totaled $11,066 for the three months ended June 30, 2023 compared to $7,682 for the three months ended June 30, 2022. We generated $9,366 more cash from working capital in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to higher collections on trade receivables and lower bonus payments to employees. Cash used in investing activities for the three months ended June 30, 2023 approximated cash used in investing activities during the three months ended June 30, 2022, as we purchased similar values of capital equipment in both periods. Cash used by financing activities primarily resulted from $8,000 repaid on our Credit Facility during the three months ended June 30, 2023 compared to $2,000 for the three months ended June 30, 2022.    Page 17 Table of Contents   Contractual Obligations and Other Commercial Commitments   We are party to many contractual obligations that involve commitments to make payments to third parties in the ordinary course of business. For a description of our contractual obligations and other commercial commitments as of March 31, 2023, see our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on May 30, 2023.     On a consolidated basis, as of June 30, 2023, we had contractual obligations for open purchase orders of approximately $17,347 for routine purchases of supplies and inventory, which are payable in less than one year.    As part of the Belyntic acquisition, we agreed to pay $1,500 to the sellers if contractually specified patents related to the technology purchased are issued. We believe it is probable that the patents will be issued and that we will pay the sellers in full within 36 months following the acquisition date.   Critical Accounting Policies and Estimates Critical accounting estimates are those that we believe are both significant and require us to make difficult, subjective, or complex judgments, often because we need to estimate the effect of inherently uncertain matters. These estimates are based on historical experience and various other factors that we believe to be appropriate under the circumstances. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended March 31, 2023, in the Critical Accounting Policies and Estimates section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.     I tem 3. Quantitative and Qualitative Disclosures a bout Market Risk   Foreign Currency Exchange Rates 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 U.S. dollars, our functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars 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 U.S. dollar. 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 U.S. dollars and euros. Therefore, when the Swedish Krona strengthens or weakens against the U.S. dollar, operating profits are increased or decreased, respectively. 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 our interest rate and the balance outstanding as of June 30, 2023, we estimate that if interest rates increased 1 percentage point, we would incur approximately $50 of additional interest expense per year.   Inflation Risk Inflation generally impacts us by increasing our costs of labor, materials, and freight. The rates of inflation experienced in recent years have not had a significant impact on our financial statements as inflationary cost increases have been offset by annual price increases. 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.   Page 18 Table of Contents