What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-05-28 compared with 2024-06-28 · 521 added, 569 removed, 858 unchanged (56% of the section changed)

2 unchanged sentences

To the Stockholders and the Board of Directors of Mesa Laboratories, Inc.

Opinion on the Financial Statements

Opinion on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Mesa Laboratories, Inc.

(the Company) as of March 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended March 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows for the year ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated June 28, 2024 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

(and subsidiaries) (the “Company”) as of March 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2025, and the consolidated results of its operations and its cash flows for the year ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting included in Item 9A.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Intangible Assets Acquired in the GKE Business Combination

As described in Note 4 to the financial statements, the Company acquired 100% of the outstanding shares of GKE for consideration of $87.2M during the year ended March 31, 2024.

The transaction was accounted for as a business combination using the acquisition method of accounting.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets acquired primarily related to customer relationships and trademarks and trade name.

The customer relationships were valued using a multi-period excess earnings income approach (a form of the income approach) that discounted expected future cash flows to fair value which utilize assumptions related to revenue projections, free cash flows and discount rates.

The trademarks and trade name were valued using a relief from royalty method which utilizes assumptions related to revenue projections and royalty rates.

We identified the fair value of these intangible assets as a critical audit matter because auditing management's significant assumptions, including revenue projections, free cash flows, royalty rates, attrition rates and discount rates, in developing the estimates required a high degree of auditor judgment and increased audit effort, including the use of valuation specialists to assist in performing related procedures and evaluating the audit evidence obtained.

Our audit procedures related to the significant assumptions used by management in estimating the fair value of certain intangible assets included the following, among others:

Assessing the reasonableness of management’s revenue projections and free cash flows by:

Comparing the assumptions to the subsequent performance of the acquired company;

Evaluating the consistency of the assumptions with external market and industry data, and;

Comparing the revenue projections to historical company data to the extent practical.

Evaluating the reasonableness of management’s selection of comparable entities with similar operations and economic characteristics used in the determination of significant assumptions.

Evaluating the reasonableness of the selected attrition rates based on company specific and external market and industry data.

With the assistance of our valuation specialists, we assessed the Company's valuation methodologies and significant assumptions by evaluating the reasonableness of the discount rates and royalty rates by comparing the underlying source information to publicly available market data and verifying the accuracy of the calculations.

Goodwill and Intangible Asset Impairments

As described in Notes 1 and 6 to the financial statements, the Company recognized impairment losses on goodwill and intangible assets of $156.9M and $117.6M, respectively, during the year ended March 31, 2024.

Management tests for goodwill impairment at the reporting unit level on an annual basis during the last quarter of its fiscal year as of January 1 st , or more frequently if facts, events and circumstance indicate it is more likely than not that the fair value of a given reporting unit is less than its carrying value.

Management estimates fair values in connection with quantitative impairment evaluations based on discounted cash flow and market multiple models which utilize assumptions related to revenue projections, estimated gross margins, discount rates and market multiples.

Based on management’s testing, the Company recognized $118.7M and $38.2M of goodwill impairment within the Company’s Clinical Genomics reporting unit and within reporting units within the Biopharmaceutical Development segment, respectively.

Impairment assessments of finite-lived intangible assets are conducted if events or conditions indicate that the asset groups carrying amounts may not be recoverable.

If impairment indicators are present, management determines whether the carrying value of the asset group is recoverable through undiscounted estimated future cash flows.

If the asset group is determined not to be recoverable, management estimates the asset groups and individual assets fair value based on discounted cash flow and market multiples which utilize assumptions related to revenue projections, estimated gross margins, discount rates, attrition rates and royalty rates.

Based on management’s testing, the Company identified $117.6M of intangible asset impairment within the Clinical Genomics segment.

We identified goodwill and intangible asset impairment assessments as a critical audit matter because auditing management's assessments, including the significant assumptions, involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists to assist in performing related procedures and evaluating the audit evidence obtained.

Our audit procedures related the goodwill and intangible asset impairment assessments included the following, among others:

Assessing the reasonableness of management’s forecast of future revenues and gross margins by comparing the future revenue growth rates and gross margins to historical company data and evaluating consistency with external market and industry data.

Evaluating the reasonableness of management’s selection of comparable entities with similar operations and economic characteristics.

Evaluating the reasonableness of the selected attrition rates based on company specific and external market and industry data.

With the assistance of our valuation specialists, we evaluated the reasonableness of the Company’s valuation methodologies and significant assumptions by:

Evaluating the reasonableness of the discount rate, royalty rates and market multiples of comparable companies by comparing the underlying source information to publicly available market data and verifying the accuracy of the calculations.

Evaluating the appropriateness of the valuation methods used by management, testing their mathematical accuracy, and evaluating the allocation of fair value methods used in the analysis.

Evaluating the reasonableness of the valuation of the reporting units based on a market capitalization reconciliation.

/s/ RSM US LLP

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the (consolidated) financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value of the Reporting Units for Goodwill Impairment Assessment

As described in Note 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $181.8 million as of March 31, 2025.

The Company performs an annual impairment test for goodwill as of January 1 of each year, or more frequently if facts or circumstances indicate it is more-likely-than not that a reporting unit may be impaired.

The Company first has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount, or to bypass the qualitative assessment and perform a quantitative assessment.

As of January 1, 2025, the Company elected to bypass the qualitative assessment and perform a quantitative assessment where the Company determined the fair value of each reporting unit and compared the fair value to the reporting unit’s carrying amount.

The Company estimates the fair value of each reporting unit based on a combination of an income approach, that utilizes discounted cash flows specific to each reporting unit, and a market approach, that considers guideline public company market multiples.

We identified auditing the Company’s estimates of the fair value of each reporting unit for purposes of its goodwill impairment assessment as a critical audit matter.

The performance of audit procedures related to management's estimates of the fair value of each reporting unit required extensive audit effort, including the use of our valuation specialists with specialized skill and knowledge pertaining to valuation techniques.

Additionally, the evaluation of the audit evidence for the more significant assumptions required especially challenging and subjective auditor judgement.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the Company's goodwill impairment assessments included the following, among others:

Testing the Company’s process used to develop the estimates.

Evaluating the appropriateness of the methodologies used, and evaluating the relative weight assigned to the various methodologies used in the analysis.

Evaluating the significant assumptions used, including the reasonableness of:

management’s forecast of future revenues and gross margins by comparing the future revenue growth rates and gross margins to historical company data and evaluating consistency with external market and industry data.

management’s selection of comparable entities.

management’s selection of the discount rate and market multiples of comparable companies by comparing the underlying source information to publicly available market data.

Testing the completeness, accuracy, and reliability of underlying data used in the Company’s analysis.

Utilizing our valuation professionals with specialized skill and knowledge to assist in evaluating the methodologies used and the reasonableness of certain significant assumptions.

/s/ Moss Adams LLP

We have served as the Company’s auditor since 2024.

Los Angeles, California

June 28, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Mesa Laboratories, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited Mesa Laboratories, Inc.’s (the Company) internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated balance sheet of Mesa Laboratories, Inc.

as of March 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year ended March 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company, and our report dated June 28, 2024, expressed an unqualified opinion.

As described in Management's Annual Report on Internal Control Over Financial Reporting, management has excluded GKE GmbH, SAL GmbH, and Beijing GKE Science & Technology Co.

(together, “GKE”) from its assessment of internal control over financial reporting as of March 31, 2024 because GKE was acquired by the Company in a business combination in the third quarter of fiscal year 2024.

We have also excluded GKE from our audit of internal control over financial reporting.

GKE consists of wholly owned subsidiaries whose total assets and net income represent approximately 25% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended March 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management did not have adequate supervision and review controls over the complex accounting for significant and unusual transactions.

Specifically, the supervision and review of the accounting for goodwill impairment and acquisitions, including the work performed by external advisors, was not designed to operate at a sufficient level of precision.

Management did not have adequate supervision and review controls over the determination of the useful lives of recently acquired intangible assets.

Specifically, management selected a useful life for an acquired asset that was not consistent with the economic life used to value the asset.

Certain controls regarding user access and change management to the Company’s enterprise resource planning tool, a part of the information technology general controls (“ITGC”), were not operating effectively.

This material weakness extended to automated and manual business process controls across the financial reporting and business transaction cycles which rely upon the affected ITGCs.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated June 28, 2024 on those financial statements.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Mesa Laboratories, Inc.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

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We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ RSM US LLP

We served as the Company's auditor from 2023 to 2024.

Los Angeles, California

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Mesa Laboratories, Inc.

(the “Company”) as of March 31, 2023, the related consolidated statements of operations, comprehensive (loss), stockholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of operations, comprehensive (loss), stockholders' equity, and cash flows of Mesa Laboratories, Inc.

(the “Company”) for the year ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of the Company's operations and its cash flows for the year ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company's management is responsible for these financial statements.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

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$ 27,321 $ 28,214

Accounts receivable, less allowances of $ 1,321 and $ 849 , respectively

Accounts receivable, less allowances for credit losses of $ 1,186 and $ 1,321 , respectively

41,970 39,055

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72,880 85,383

Intellectual property, net

15,701 46,400

Other intangibles, net

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24,601 12,858

Term loan, current portion

Convertible senior notes, current portion, net of debt issuance costs

Total current liabilities

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20,181 19,780

Acquisition-related holdbacks

Other long-term liabilities

Credit facility

Other noncurrent liabilities

12,472 15,613

Convertible senior notes, net of debt issuance costs

Term loan, noncurrent portion, net of debt issuance costs

Revolving line of credit

10,000 50,500

Convertible senior notes, noncurrent portion, net of debt issuance costs

Total liabilities

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358,541 343,642

(Accumulated deficit) retained earnings

(Accumulated deficit)

( 188,936 ) ( 183,494 )

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Year Ended March 31,

$ 198,395 $ 176,796 $ 180,520

42,583 39,391 38,560

Total revenues

240,978 216,187 219,080

Cost of revenues

Cost of products

60,441 57,200 60,937

Cost of services

29,667 25,737 24,450

Total cost of revenues

90,108 82,937 85,387

150,870 133,250 133,693

Operating expense

41,683 38,625 37,439

General and administrative, other than impairment of finite-lived intangible assets and goodwill

73,333 72,867 72,444

Research and development

19,518 19,300 20,490

Impairment of finite-lived intangible assets

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Total operating expense

Operating (loss) income

Nonoperating expense

134,534 405,325 130,373

Operating income (loss)

16,336 ( 272,075 ) 3,320

Nonoperating expense (income)

Interest expense and amortization of debt issuance costs

Other (income), net

11,859 5,697 4,770

Gain on extinguishment of convertible senior notes

( 2,887 ) - -

Other expense (income), net

1,403 ( 2,124 ) ( 1,061 )

Total nonoperating expense, net

(Loss) earnings before income taxes

Income tax (benefit) expense

10,375 3,573 3,709

Earnings (loss) before income taxes

5,961 ( 275,648 ) ( 389 )

Income tax expense (benefit)

7,935 ( 21,402 ) ( 1,319 )

Net (loss) income

$ ( 1,974 ) $ ( 254,246 ) $ 930

Net (loss) earnings per share

$ ( 0.36 ) $ ( 47.20 ) $ 0.17

Weighted-average common shares outstanding

5,421 5,386 5,321

5,421 5,386 5,361

See accompanying notes to consolidated financial statements.

Mesa Laboratories, Inc.

Consolidated Statements of Comprehensive (Loss)

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

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Net (loss) income

Other comprehensive (loss)

$ ( 1,974 ) $ ( 254,246 ) $ 930

Other comprehensive income (loss)

Foreign currency translation adjustments

Comprehensive (loss)

4,980 ( 1,960 ) ( 16,461 )

Comprehensive income (loss)

$ 3,006 $ ( 256,206 ) $ ( 15,531 )

See accompanying notes to consolidated financial statements.

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5,265,627 $ 313,460 $ 76,675 $ 3,666 $ 393,801

Exercise of stock options and vesting of restricted stock units

Vesting of restricted stock units and exercise of stock options

108,737 6,997 - - 6,997

7 unchanged sentences

- - - ( 16,461 ) ( 16,461 )

Cumulative adjustment due to adoption of ASU 2020-06

- - 930 - 930

- - 1,871 - 1,871

March 31, 2023

5,369,466 $ 332,076 $ 74,199 $ ( 12,795 ) $ 393,480

Exercise of stock options and vesting of restricted stock units

Vesting of restricted stock units and exercise of stock options

30,418 358 - - 358

10 unchanged sentences

5,394,491 $ 343,642 $ ( 183,494 ) $ ( 14,755 ) $ 145,393

Exercise of stock options and vesting of restricted stock units

Vesting of restricted stock units and exercise of stock options

69,526 2,644 - - 2,644

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Net (loss) income

Adjustments to reconcile net (loss) income to net cash from operating activities:

$ ( 1,974 ) $ ( 254,246 ) $ 930

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation of property, plant and equipment

5,382 4,233 4,313

Amortization of acquisition-related intangibles

19,145 27,341 28,821

Stock-based compensation expense

Impairment loss on goodwill and finite-lived intangible assets

Non-cash interest and debt amortization

Deferred taxes

13,142 11,936 12,538

Amortization of step-up in inventory basis

1,232 1,229 -

Gain on extinguishment of convertible senior notes

( 2,887 ) - -

Non-cash interest expense and debt issuance cost amortization

Deferred taxes

( 72 ) ( 28,421 ) ( 3,494 )

Impairment loss on goodwill and finite-lived intangible assets

4,946 629 1,080

Cash from changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other assets

( 2,925 ) 4,940 ( 2,121 )

1,153 2,563 ( 10,182 )

Prepaid expenses and other assets, pending taxes

498 211 ( 510 )

Accounts payable

Accrued liabilities and taxes payable

( 388 ) ( 97 ) ( 1,545 )

Accrued liabilities and taxes payable, pending taxes

9,504 ( 1,236 ) ( 3,360 )

Unearned revenues

( 938 ) ( 408 ) 606

Net cash provided by operating activities

46,808 44,133 27,983

Cash flows from investing activities:

Acquisitions, net of cash acquired and holdback liabilities

Acquisition of customer lists

Acquisition of businesses, net of cash acquired and holdback liabilities

- ( 78,739 ) ( 4,950 )

Purchases of property, plant and equipment

( 4,249 ) ( 2,567 ) ( 4,544 )

Net cash (used in) investing activities

( 4,499 ) ( 81,306 ) ( 9,494 )

Cash flows from financing activities:

Proceeds from the issuance of debt

Proceeds from Credit Facility borrowings

73,465 71,000 -

Repayment of debt

( 44,251 ) ( 33,500 ) ( 36,000 )

Repurchase of convertible senior notes

( 71,560 ) - -

Dividends paid

( 3,468 ) ( 3,447 ) ( 3,406 )

Proceeds from the exercise of stock options

2,644 358 6,997

Payment of tax withholding obligation on vesting of restricted stock

( 887 ) ( 728 ) ( 919 )

Other financing, net

Net cash provided by (used in) financing activities

( 452 ) ( 847 ) -

Net cash (used in) provided by financing activities

( 44,509 ) 32,836 ( 33,328 )

Effect of exchange rate changes on cash and cash equivalents

1,307 ( 359 ) ( 1,597 )

Net (decrease) in cash and cash equivalents

( 893 ) ( 4,696 ) ( 16,436 )

Cash and cash equivalents at beginning of period

28,214 32,910 49,346

Cash and cash equivalents at end of period

$ 27,321 $ 28,214 $ 32,910

Cash paid for:

$ 5,731 $ 4,591 $ 1,356

$ 11,077 $ 4,648 $ 3,485

Supplemental non-cash activity:

Acquisition-related consideration held back against potential indemnification losses

New acquisition-related consideration held back against potential indemnification losses

$ - $ 8,448 $ -

Contingent consideration from new acquisitions

$ - $ - $ 1,190

See accompanying notes to consolidated financial statements.

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As of March 31, 2025 , we managed our operations in four reportable segments, or divisions:

Sterilization and Disinfection Control - manufactures and sells biological, chemical and cleaning indicators which are used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes, including steam, hydrogen peroxide, ethylene oxide, radiation, and other processes in the medical device, pharmaceutical and healthcare industries.

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 medical device, pharmaceutical and healthcare industries.

The division also provides testing and laboratory services, mainly to the dental and pharmaceutical industries.

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

● Biopharmaceutical Development - develops, manufactures and sells automated systems for protein analysis (immunoassays) and peptide synthesis solutions.

Protein analysis 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 enable customers to measure and calibrate critical parameters in applications such as environmental and process monitoring, dialysis, gas flow, air quality and torque testing.

● Biopharmaceutical Development - develops, manufactures, sells and services automated systems for protein analysis (immunoassays) and peptide synthesis solutions.

Immunoassays and peptide synthesis solutions accelerate the discovery, development, and manufacture of biologic therapies, among other applications.

Calibration Solutions - develops, manufactures, sells and services quality control products using principles of advanced metrology to enable customers to measure and calibrate critical parameters in applications such as renal care, environmental and process monitoring, gas flow, air quality and torque testing.

Unallocated corporate expenses and other business activities are reported within Corporate and Other.

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Foreign Currency

Exchange rate adjustments resulting from foreign currency transactions are recognized in net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive income within stockholders’ equity.

Exchange rate adjustments resulting from foreign currency transactions are recognized in net (loss) earnings, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive income within stockholders’ equity.

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than the U.S.

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Pricing models, discounted cash flow methodologies, and other similar techniques involving significant management judgment or estimation typically require unobservable inputs.

Assets recognized or disclosed at fair value in the Consolidated Financial Statements on a nonrecurring basis are measured at fair value if determined to be impaired or if purchased pursuant to our acquisition of a business, including items such as inventory, property and equipment, operating lease assets, goodwill, and other intangible assets.

Fair values assigned to assets acquired and liabilities assumed in acquisitions, except deferred revenues and certain other exceptions as defined by applicable accounting guidance, are measured using Level 3 inputs.

Most assets and liabilities purchased in business acquisitions are measured, recognized and disclosed at fair value in the Consolidated Financial Statements on a non-recurring basis upon acquisition, or as necessary during the measurement period.

Additionally, assets such as property and equipment, operating lease assets, and goodwill and other intangible assets are measured and presented at fair value on a nonrecurring basis if determined to be impaired.

Such fair value measurements require the use of Level 3 inputs.

Our current liabilities generally approximate their fair values.

Revenue Recognition

Our revenues come from product sales, which include consumables and hardware, and services, which include discrete and ongoing maintenance, calibration, and testing services.

Revenues are recognized when or as we satisfy our performance obligations under the terms of a contract, which occurs when control of the promised products or services transfers to our customers.

Revenues are recognized when or as we satisfy our performance obligations under the terms of a contract, which occurs when control of the promised products or services transfers to a customer.

We recognize the amount of consideration we expect to receive in exchange for transferring products or services to our customers (the transaction price) as revenue.

For all revenue contracts, prices are fixed at the time of purchase and no price protections or variables are offered.

For our revenue contracts, prices are fixed at the time of purchase and no price protections or variables are typically offered.

The significant majority of our revenues and related receivables are generated from contracts with customers that are 12 months or less in duration.

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Control of these goods is typically transferred upon shipment, at which time our obligation to the customer is satisfied and revenue is recognized.

Purchase orders typically provide evidence of an arrangement for product sales.

Products sold include an assurance-type warranty which is accounted for as part of accrued warranty expense.

We generate service revenues from discrete and ongoing maintenance, calibration, and testing services performed with respect to our physical products.

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For ongoing service contracts, revenue is recognized on a straight-line basis over the life of the contract in a faithful depiction of our obligation to provide services over the contract period.

Evidence of a service arrangement may be in the form of a formal contract or a purchase order.

Purchase orders or formal contracts typically provide evidence of the existence and key terms of arrangements with customers with respect to sales of our products and services.

Collectability is reasonably assured through our customer review process, and payment is typically due within 60 days or less.

We expense commission costs (typically our only significant incremental cost to obtain a contract) as incurred and to account for shipping and handling costs as fulfillment costs.

We expense commission costs (typically our only significant incremental cost to obtain a contract) as incurred.

The substantial majority of our contracts have original durations of one year or less, and we have elected not to disclose the expected timing or allocated transaction prices of future performance obligations such as obligations to perform maintenance and repair services.

Additionally, we have elected to not assess whether a significant financing component exists when the period between when we perform our performance obligation and when the customer remits payment is one year or less.

None of our contracts contained financing components as of or for the fiscal years ended March 31, 2024 or 2023 .

Additionally, we have elected to not assess whether a significant financing component exists when the period between when we fulfill our performance obligation and when the customer remits payment is one year or less.

None of our contracts contained significant financing components as of or for the fiscal years ended March 31, 2025 or 2024 .

Contracts with customers may contain multiple obligations.

For such arrangements, the transaction price is allocated to each obligation based on the estimated relative standalone selling prices of the promised products or services underlying each obligation.

Standalone selling prices are based on the price at which the product or service would be sold separately.

Standalone selling prices are the price at which the product or service would be sold separately.

If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines.

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Shipping and Handling

Payments made by customers to us for shipping and handling costs are included in revenues on the Consolidated Statements of Operations, and our expenses are included in cost of revenues.

Payments made by customers to us for shipping and handling costs are included in revenues in our Consolidated Statements of Operations, and our expenses are included in cost of revenues.

We account for shipping and handling costs arising from contracts with customers as fulfillment costs.

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Unearned Revenues

Certain of our products may be sold with associated time-based service contracts whereby we provide repairs, technical support, parts, and various analytical or maintenance services.

In the event these contracts are paid in advance by the customer, the associated amounts are recorded as an unearned revenue liability and recognized as revenue ratably over the term of the service period, generally one year.

Certain of our products may be sold with associated service contracts whereby we must provide repairs, technical support, parts, and various analytical or maintenance services over a period of time.

In the event these contracts are paid in advance by the customer, the associated amounts are recorded as unearned revenue liabilities and are recognized to revenue ratably over the term of the service period, generally one year.

Prepayments from customers with respect to other products and services are likewise recorded as unearned revenue liabilities and are recognized to revenue when earned.

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All trade accounts receivable are reported at net realizable value on the accompanying Consolidated Balance Sheets, adjusted for any write-offs and net of allowances for credit losses.

Allowances for credit losses represent our best estimate and current expectation of future credit losses from trade accounts.

Allowances for credit losses represent our best estimate and current expectation of future credit losses from trade accounts receivable.

We estimate credit losses based on historical information, current and expected future economic and market conditions, and reviews of the current status of customers’ trade accounts receivable.

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We do not believe our trade accounts receivable represent significant concentrations of credit risk due to our diversified portfolio of individual customers and geographical areas.

Differences may arise between estimated and actual losses, which could materially affect the provision for credit losses and, therefore, net earnings.

Differences may arise between estimated and actual losses, which could materially affect the provision for credit losses and, therefore, net (loss) earnings.

We recorded $ 218 , $ 790 , and $ 736 of expense associated with credit losses for the years ended March 31, 2025 , 2024 , and 2023 , respectively.

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Property, Plant and Equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation, except for assets acquired in acquisitions, which are recorded at fair value.

Property, plant and equipment are recorded at cost, less accumulated depreciation, except for assets acquired in business acquisitions, which are recorded at fair value.

Expenditures for major renewals and improvements that extend the life of the asset are capitalized, while expenditures for minor replacements, maintenance and repairs are expensed as incurred.

Depreciation is calculated using the straight-line method over the assets’ estimated useful lives.

Depreciation is calculated using the straight-line method over our assets’ estimated useful lives.

Upon asset retirement or disposal, accounts are relieved of cost and accumulated depreciation, and any related gain or loss is reflected in our results of operations.

In some cases, particularly with respect to business consolidation or closure activities, accelerated depreciation may be required for the revised remaining useful lives of assets designated to be abandoned in the future.

In some cases, particularly with respect to business consolidation or closure activities, impairment losses or accelerated depreciation may be recorded to reflect revised remaining useful lives of assets designated to be abandoned in the future.

At least annually, we evaluate and adjust as necessary the estimated useful lives of property, plant and equipment.

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Leasehold improvements Lesser of the economic life or the remaining term in the respective lease

Land is not depreciated and construction in progress is not depreciated until placed in service, at which time it is assigned a useful life consistent with the nature of the asset.

Land is not depreciated.

Construction in progress is not depreciated until placed in service, at which time it is assigned a useful life consistent with the nature of the asset.

We determine whether contractual arrangements contain a lease at the inception of the arrangement.

If a lease is identified in an arrangement, we recognize a right-of-use asset ("ROU") and liability on our Consolidated Balance Sheets and determine whether the lease should be classified as a finance or operating lease.

We do not have any finance leases;

our operating leases have remaining terms between two months and twelve years as of March 31, 2024.

We do not recognize assets or liabilities for leases with original durations of less than 12 months, and our short-term leases are not material.

If a lease is identified, we determine whether the lease should be classified as a finance or operating lease;

we did not have any finance leases during any fiscal years presented herein.

Our operating leases have remaining terms of between three months and eleven years as of March 31, 2025 .

A contract is a lease or contains one when ( 1 ) the contract contains an explicitly or implicitly identified asset and ( 2 ) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.

Operating lease assets and liabilities are recognized at the lease commencement date.

Operating lease liabilities represent the present value of lease payments not yet paid.

Operating lease assets represent our right to use an underlying asset and are based upon the calculation of operating lease liabilities, adjusted for prepayments.

Adjustments would also be made for accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets, none of which are present in any of our current lease contracts.

We have elected to account for non-lease components of our lease contracts together with the lease components to which they relate for our operating leases.

Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date.

We do not capitalize assets or liabilities for leases with original durations of less than 12 months, and our short-term leases are not material.

Operating lease liabilities represent the present value of fixed lease payments not yet paid.

ROU assets represent our right to use an underlying asset and are based upon the related operating lease liability, adjusted for prepayments made prior to commencement, any initial direct costs incurred, and other applicable items.

Adjustments to ROU assets would also be made for prepaid variable lease payments or impairment losses, if necessary.

When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease, otherwise we use our incremental borrowing rate based on the information available at lease commencement.

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We recognize expense for these leases on a straight-line basis over the lease term.

Lease expense is recorded in cost of revenues or selling, general and administrative, or research and development expense on our Consolidated Statements of Operations, depending on the nature of use of the underlying asset.

Many of our leases include one or more renewal or termination options exercisable at our discretion, which are included in the determination of the lease term if we are reasonably certain to exercise the option.

Renewal terms typically allow us to extend lease terms between 1 and 3 years.

We have also entered into lease agreements that have variable payments related to certain indexes.

Variable lease payments are recognized in the period in which those payments are incurred.

All non-lease components are readily identifiable in our lease contract.

We account for non-lease components separately from the lease component to which it is related.

Acquired Intangible Assets, Impairment Testing

Our goodwill and other intangible assets result from acquisitions of existing businesses.

Lease expense is recorded in cost of revenues or selling, general and administrative, or research and development expense in our Consolidated Statements of Operations, depending on the nature of use of the underlying asset.

Many of our leases include one or more renewal or termination options exercisable at our discretion, which are included in the initial determination of the lease term if we are reasonably certain to exercise the option.

Renewal terms typically allow us to extend lease terms between one and three years.

We have also entered into lease agreements that have variable payments related to certain indexes, and other variable payments based on, for example, a pro-rata portion of actual maintenance costs incurred by the lessor.

Variable lease payments are recognized in the period in which those payments are incurred as lease costs.

Intangible Assets, Impairment Testing

Our goodwill and other intangible assets result from acquisitions of businesses.

Intangible assets affect the amount of future amortization expense and possible impairment losses we may incur.

Intangible assets with finite lives are amortized over their useful lives using the straight-line method, and amortization expense is recorded within cost of revenues or general and administrative expense in the Consolidated Statements of Operations.

Impairment assessments are conducted if events or conditions indicate that the carrying value of an asset or asset group may not be recoverable.

Events or conditions indicating potential impairment include but are not limited to changes in the competitive landscape, any internal decisions to pursue new or different technology strategies, losses of significant customers, or significant changes in business performance or in the markets and industries we serve, including adverse changes in the prices paid for our products or changes in the size of the markets for our products.

If impairment indicators are present, we determine whether the carrying value of the underlying intangible asset or asset group is recoverable through undiscounted estimated future cash flows.

If the asset or asset group is not found to be recoverable, we estimate the asset's fair value using Level 3 inputs and discounted cash flow models and recognize impairment losses as necessary.

If the estimate of an intangible asset’s remaining useful life is changed in response to impairment testing, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

Acquired intangible assets deemed to have finite lives are amortized on a straight-line basis over their useful lives, generally ranging from three to fifteen years.

We amortize intangible assets with finite lives (generally ranging from three to fifteen years), using the straight-line method over the asset's useful life.

We determine the useful lives of finite intangible assets based on the specific facts and circumstances related to each asset, and we evaluate the appropriateness of assigned useful lives at least annually.

Changes to remaining useful lives, if necessary, are accounted for prospectively.

Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and economic factors such as competition or specific market conditions.

Amortization expense is recorded within cost of revenues or general and administrative expense in the Consolidated Statements of Operations.

Impairment assessments related to finite-lived intangibles are conducted if events or conditions indicate that the carrying value of an asset or asset group may not be recoverable.

Events or conditions indicating potential impairment include but are not limited to changes in the competitive landscape, changes in the extent or manner in which we intend to use the assets, any internal decisions to pursue new or different technology strategies, losses of significant customers, or significant changes in business performance or in the markets and industries we serve, including adverse changes in the prices paid for our products or changes in the size of the markets for our products, or changes in the regulatory or macroeconomic environment that are likely to materially impact our future cash flows.

If impairment indicators are present, we determine whether the carrying value of the underlying intangible asset or asset group is recoverable through analyses of undiscounted estimated future cash flows.

If the asset or asset group is not found to be recoverable, we estimate the asset's fair value using Level 3 inputs and discounted cash flow models, and we recognize impairment losses as necessary.

Goodwill is not subject to amortization.

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Events that could indicate impairment and that would trigger interim impairment testing include but are not limited to:

adverse current or expected economic, market, or industry-specific conditions, including a decline in our market capitalization;

adverse current or expected economic, market, or industry-specific conditions, including a sustained decline in our market capitalization;

sustained adverse changes or expected changes in business climate or in the operational performance of the business;

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and adverse actions or assessments by a regulator.

We monitor for indications of impairment throughout the year and perform qualitative and quantitative impairment tests as necessary based on quarterly preliminary assessments of our performance.

Our annual impairment tests typically begin with a qualitative assessment, and further quantitative assessments are performed if we determine it is more likely than not that the fair value of a reporting unit is greater than the carrying amount.

We also perform quantitative assessments of reporting units at least every five years, irrespective of whether any indicators exist that suggest a reporting unit may be impaired.

We monitor for indications of impairment throughout the year and perform qualitative and quantitative impairment tests as necessary based on quarterly assessments of our performance.

Our annual impairment tests may begin with a qualitative assessment, and further quantitative assessments are performed i) if we determine it is more likely than not that the fair value of a reporting unit is less than the carrying amount, ii) at least every five years, or iii) if we otherwise elect to perform quantitative tests, as we did in fiscal year 2025.

The fair value measurements used in testing intangible assets for impairment are typically based on discounted cash flow projection and market multiple models, using Level 3 inputs.

See “Fair Value Measurements” for a description of input levels.

Significant assumptions include, among others, the weighted average cost of capital, expected revenues growth, expected cash outflows, and terminal growth rates.

Significant assumptions include, among others, discount rates, forecasted results including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, cost inputs, terminal growth rates, cash flows, customer attrition rates (for customer relationships), royalty rates and technology obsolescence rates (for patents and other intellectual property), the identification of comparable public entities, and applied market multiples.

In certain cases, management uses other market information when available to estimate fair value.

Impairment losses are recognized through earnings and represent excess carrying value over estimated fair value.

During the fourth quarter of fiscal 2024, we recorded impairment losses related to goodwill and intangible assets totaling $ 274,533 in our Clinical Genomics and Biopharmaceutical Development divisions.

“Goodwill and Intangible Assets, Net.”

We do not believe our goodwill and other intangible assets were impaired as of March 31, 2025.

We recorded impairment losses of $ 156,892 and $ 117,641 related to goodwill and long-lived intangible assets, respectively, during our prior fiscal year.

Research & Development Costs

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Research and development costs are expensed as incurred.

Research and development expense is predominantly comprised of labor costs and third -party consultants, but we may from time to time purchase in-process research and development with the intention of developing a saleable product.

Research and development expense is predominantly comprised of labor and third -party consultant costs, as well as materials for projects, but we may from time to time purchase in-process research and development with the intention of developing a saleable product.

Convertible Debt

Our convertible 1.375 % Convertible Senior Notes due 2025 (the "2025 Notes") do not have material embedded derivatives and are recorded as long-term liabilities in our Consolidated Balance Sheets as of March 31, 2024.

When the 2025 Notes are within one year of maturity, or when the criteria necessary for conversion as described in Note 8.

“Indebtedness” have been met, the 2025 Notes will be reclassified as short-term liabilities.

We may settle the 2025 Notes in shares of common stock or in cash, as the case may be.

Our convertible 1.375 % Convertible Senior Notes due 2025 (the "Notes") do not have material embedded derivatives and are recorded as current liabilities in our Consolidated Balance Sheets as of March 31, 2025 as they will mature within one year of March 31, 2025.

We may settle the Notes in shares of common stock or in cash.

We apply the if-converted method to calculate the potentially dilutive impact of the Notes on net (loss) earnings per share.

Debt issuance costs are amortized to bring the carrying value of the 2025 Notes to face using the effective interest method over the life of the indenture governing the 2025 Notes.

Debt issuance costs are amortized through interest expense to bring the carrying value of the Notes to face using the effective interest method over the life of the indenture governing the Notes.

Stock-based Compensation

We issue shares in the form of stock options and full-value awards as part of employee and non-employee director compensation pursuant the Amended and Restated Mesa Laboratories, Inc.

We issue shares in the form of full-value awards, and in the past we have issued stock options (collectively, "stock awards"), as part of employee and non-employee director compensation pursuant the Amended and Restated Mesa Laboratories, Inc.

2021 Equity Incentive Plan (the "2021 Equity Plan").

Our shareholders approved an amendment to the 2021 Equity Plan during fiscal year 2024, increasing the number of shares that can be issued under the plan from 330 shares to 660 shares.

Some shares are fully vested and outstanding under our Mesa Laboratories, Inc.

2014 Equity Plan.

The Equity Plans are administered by the Compensation Committee of the Board of Directors, which has the authority to grant equity awards, or to delegate its authority under the plan to make grants (subject to certain legal and regulatory restrictions), including the authority to determine the individuals to whom awards will be granted, the type of awards and when the awards are to be granted, the number of shares to be covered by each award, the vesting schedule, and all other terms and conditions of the awards.

For purposes of counting the shares remaining under the 2021 Equity Plan, each share underlying a stock option or a full value award counts as one share used.

We issue new shares of common stock upon the exercise of stock options and the vesting of time-based restricted stock units ("RSUs") and performance-based RSUs ("PSUs").

Stock options and service-based stock awards generally vest equally over a

three year term and stock options generally expire after

Some shares are fully vested and remain outstanding under our Mesa Laboratories, Inc.

2014 Equity Plan (the "2014 Equity Plan").

The Equity Plans are administered by the Compensation Committee of the Board of Directors, which has the authority to grant equity awards, or to delegate its authority under the plan to make grants (subject to certain legal and regulatory restrictions), including the authority to determine the individuals to whom awards will be granted, the type and timing of awards to be granted, the number of shares to be covered by each award, vesting schedules and all other terms and conditions of the awards.

For purposes of counting the shares remaining under the 2021 Equity Plan, each share underlying a full value award or stock option counts as one share used.

We issue new shares of common stock upon the vesting of time-based restricted stock units ("RSUs") and performance-based RSUs ("PSUs"), and upon exercise of stock options.

Time-based stock awards and stock options generally vest in equal installments on the first,

third anniversaries of the grant date, and stock options generally expire after

Awards granted to non-employee directors generally vest

one year from the grant date.

We recognize stock-based compensation expense based on the fair value of stock awards at the grant date and recognize the expense over the related service period using a straight-line vesting expense schedule.

We recognize stock-based compensation expense based on the fair value of stock awards at grant date and recognize the expense over the related service period using a straight-line vesting expense schedule.

2021 Equity Plan includes retiree provisions which result in the acceleration of stock-based compensation for expense for retiree-eligible participants.

Compensation expense related to employees eligible to retire at grant date or during the award term is recognized on a straight-line basis between the grant date and the date of retirement eligibility, and the applicable retirees retain full rights to the awards upon retirement as per the plan provisions.

Expense for PSUs is recognized, net of estimated forfeitures, over the related service period using a straight-line vesting schedule when it is probable that performance goals will be achieved.

Expense for PSUs is recognized, net of estimated forfeitures, using a straight-line vesting schedule when it is probable that performance goals will be achieved.

Performance goals are determined by the Board of Directors and may include measures such as revenues growth and profitability targets.

A portion of the PSUs include a market condition in the form of a relative total shareholder return "TSR" modifier, which adjusts the quantity of shares earned 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 a three year period.

Compensation expense on stock awards subject to performance conditions is recognized over the longer of the estimated performance goal attainment period or time vesting period.

As of each reporting period, we estimate the number of PSUs expected to vest based on our current estimate of performance compared to the target metrics in the award documents and adjust for the relative TSR percentage, and if necessary, a cumulative-effect adjustment is recorded.

The grant date fair value of the PSUs with a relative TSR modifier is determined using the Monte Carlo simulation valuation model.

A portion of the PSUs include a total shareholder return "TSR" market condition, which compares Mesa's share price to a peer group over a three year period.

The TSR is applied to applicable PSU grants as either a stand alone performance measure or as a modifier that adjusts the quantity of shares earned for company performance up or down by a maximum of 20%.

Compensation expense on stock awards subject to market or performance conditions is recognized over the longer of the performance goal attainment period or time-vesting period.

At each reporting period, we estimate the number of PSUs expected to vest based on our current estimate of probable achievement compared to the target metrics in the award documents, and if necessary, a cumulative-effect adjustment is recorded.

The grant date fair value of the PSUs with market conditions is determined using the Monte Carlo simulation valuation model which uses Level

The fair value of RSUs and performance-based RSUs without a market condition are based on the closing price of Mesa's common stock on the award date, less the present value of expected dividends

not received during the vesting period.

RSUs we issue are equivalent to nonvested shares under the applicable accounting guidance.

The fair value of each granted stock option is estimated on the grant date using the Black-Scholes option pricing model.

RSUs we issue are equivalent to nonvested shares under applicable accounting guidance.

The fair value of granted stock options is estimated on the grant date using the Black-Scholes option pricing model.

The assumptions used to calculate the fair value of granted options reflect market conditions and our historical experience.

We estimate expected forfeitures using a dynamic forfeiture model based on company specific historical data when determining the amount of stock-based compensation costs to recognize each period.

The expected life of options represents the estimated period of time until exercise and is based on historical experience of similar awards for similar subsets of our employee population, giving consideration to the contractual terms, vesting schedules, and expectations of future employee behavior.

Expected stock price volatility is based on the historical volatility of our own stock price over the period of time commensurate with the expected life of the award.

The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the stock option.

The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant nearest to the estimated life of the stock option.

The dividend yield assumption is based on our anticipated cash dividend payouts.

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no instances in which an adjustment to our observable market price would be required compared to the closing price of Mesa's common stock on the award date as an input to our fair value calculations.

No stock options were awarded in fiscal year

We estimate expected forfeitures using a dynamic forfeiture model based on company specific historical data when determining the amount of stock-based compensation costs to recognize each period.

We allocate stock-based compensation expense to cost of revenues, selling, research and development, and general and administrative expense in the Consolidated Statements of

Net (Loss) Earnings Per Share

Basic net (loss) earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period.

Diluted (loss) earnings per share (“diluted EPS”) is computed similarly to basic EPS, except it includes the effects of potential dilution that could occur if dilutive securities vested, were exercised or converted.

Potentially dilutive securities include stock options, RSUs and PSUs (collectively “stock awards”), as well as common shares underlying the 2025 Notes.

Potentially dilutive securities are excluded from the calculation of diluted EPS in the event they are subject to performance conditions that have not yet been achieved or if they would otherwise be antidilutive.

Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss;

in such cases the inclusion of the potential common shares would have an antidilutive effect.

“Net (Loss) Earnings per Share” for EPS calculations for the years ended March 31, 2024, 2023 and 2022 .

Income tax expense includes U.S., state, local and international income taxes.

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Such examinations may result in future tax, interest and penalty assessments by these taxing authorities.

In determining our income tax provision for financial reporting purposes, we establish a reserve for uncertain tax income positions unless we determine it is not more likely than not that such positions would be sustained upon examination, based on their technical merits.

In determining our income tax provision for financial reporting purposes, we establish allowances for uncertain tax income positions unless we determine it is not more likely than not that such positions would be sustained upon examination, based on their technical merits.

That is, for financial reporting purposes, we only recognize tax benefits taken on the tax return that we believe are more likely than not of being sustained.

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“Income Taxes”).

Acquisition Related Contingent Consideration Liabilit ies

Acquisition related contingent consideration liabilities consist of estimated amounts due under various acquisition agreements and may be based on revenues growth, specified profitability growth metrics, or the attainment of milestones such as patent approvals.

At each reporting period, we evaluate the expected future payments and any associated discount rates to determine the fair value of the contingent consideration.

We adjust contingent consideration to fair value at each reporting period through general and administrative expenses in the Consolidated Statements of Operations.

Net (Loss) Earnings Per Share

Basic net (loss) earnings per share (“EPS”) is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the reporting period.

Potentially dilutive securities include stock options, RSUs and PSUs, as well as common shares underlying the Notes.

Potentially dilutive securities are excluded from the calculation of diluted EPS in the event they are subject to performance conditions that have not yet been achieved as of the reporting date or if they would otherwise be antidilutive.

Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a net loss;

in such cases the inclusion of the potential common shares would have an antidilutive effect.

“Net (Loss) Earnings per Share” for EPS calculations for the years ended March 31, 2025, 2024 and 2023 .

Acquisition Related Contingent Liabilit ies

Acquisition related contingent liabilities consist of estimated amounts due under various acquisition agreements and may be based on revenues growth, specified profitability growth metrics, or the attainment of milestones such as patent approvals.

At each reporting period, we evaluate the expected probability and timing of future payments, and we adjust the contingent consideration to fair value through earnings in the Consolidated Statements of Operations.

“Commitments and Contingencies” for information regarding existing contingent consideration liabilities as of March 31, 2025 .

In addition to contingent consideration liabilities, we may hold back a portion of the purchase price related to an acquisition as security against potential indemnification losses.

In addition to contingent consideration liabilities, we may hold back a portion of the purchase price related to acquisitions as security against potential indemnification losses.

Such holdbacks relate to circumstances that existed as of the date of acquisition, and as such they are not considered contingencies;

however, amounts ultimately paid related to holdbacks may differ from the estimates management makes upon acquisition, depending upon whether pre-acquisition liabilities are identified during the holdback period.

however, amounts ultimately paid may differ from the estimates management makes upon acquisition, depending upon whether pre-acquisition liabilities are identified during the holdback period.

Legal Contingencies

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We account for all business combinations in which we obtain control over another entity using the acquisition method of accounting, which requires most assets (both tangible and intangible) and liabilities to be recorded at fair value at the date of acquisition.

The excess of the purchase price over the fair value of acquired assets less liabilities is recognized as goodwill.

The excess of the purchase price over the fair value of identifiable acquired assets less liabilities is recognized as goodwill.

We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses, which rely heavily on Level 3 inputs.

These types of analyses require us to make and monitor assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow.

For all material acquisitions, we engage external valuation specialists to aid management in preparing our fair value models.

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Any adjustments subsequent to the measurement period are recorded within earnings.

We expense all acquisition related costs, such as legal and advisory fees, as incurred in general, and administrative expenses in the Consolidated Statements of Operations.

We expense acquisition-related costs, such as legal and advisory fees, as incurred in general, and administrative expenses in the Consolidated Statements of Operations.

Results of operations of acquired companies are included in our Consolidated Financial Statements from the date of the acquisition forward.

If actual results are not consistent with our assumptions and estimates, or if our assumptions and estimates change due to new information, we may be exposed to additional losses.

If actual results are not consistent with our assumptions and estimates, or if our assumptions and estimates change due to new information, we may be exposed to losses.

We did not acquire any businesses in fiscal year 2025.

For the years ended March 31, 2024 and 2023, we acquired businesses for total net purchase prices of $ 87,187 and $ 6,140 , respectively.

Business Consolidation Costs

We estimate liabilities for business closure activities by gathering detailed estimates of costs and, if applicable, asset sale proceeds, for each business consolidation initiative.

For a typical business consolidation initiative, we estimate costs of employee severance, impairment of property and equipment and other assets including estimating net realizable value, if necessary, accelerated depreciation, termination payments for contracts and leases, and any other qualifying costs related to an exit plan.

Such charges represent our best estimates;

however, they require assumptions about plans that may change over time.

The estimated costs are grouped by specific projects within the overall exit plan and are monitored at each reporting period.

Any subsequent changes to the original estimates are recorded in current earnings.

Risks and Uncertainties

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However, we have reviewed the estimates used in preparing the financial statements and have identified the following factors that have a reasonable possibility of being materially affected in the near term:

● Estimates regarding future financial performance and other inputs into fair value estimates related to impairment tests for goodwill and intangible assets that could result in additional future impairment losses.

In particular, potential risks posed by escalating trade tensions and tariffs could materially impact our performance and impairment conclusions in future periods.

Estimates regarding the recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions.

Estimates of the net realizable value of inventory.

We do not believe that there are any significant risks that have not already been disclosed in the Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

Prior Period Reclassifications

Certain prior period amounts have been reclassified to conform with current year presentation.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

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Improvements to Reportable Segment Disclosures." ASU No.

2023 - 07 requires all annual disclosures currently required by Topic 280 to be included in interim periods and requires disclosure of significant segment expenses regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statements.

2023 - 07 is intended to provide financial statement users with more information about reportable segments, including more disaggregated expense information.

We adopted ASU 2023 - 07 effective for our annual fiscal year 2025 reporting period, on a retrospective basis.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures and is reflected in Note 14.

“Segment Data.”

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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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.

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

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statements.

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

Other than presentation of additional disaggregated data in our income tax footnote disclosures for annual periods, we do not expect the adoption of ASU No.

2023 - 09 to have a material impact on our consolidated financial statement.

In November 2024, the FASB issued Accounting Standards Update ("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.

The ASU is effective for fiscal years beginning after December 15, 2026 ( our fiscal year 2028 for annual periods) and interim periods within fiscal years beginning after December 15, 2027 ( our fiscal year 2029 for interim periods), with early adoption and prospective or retrospective application permitted.

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statement disclosures.

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

Recently Adopted Accounting Pronouncements

There have been no accounting pronouncements applicable to us that we were required to adopt or that we have elected to adopt during fiscal year 2024.

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

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Hardware 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 are single-use products requiring frequent replacement in our customers' operating cycles.

Consumables sold by our Clinical Genomics and Biopharmaceutical Development divisions, such as reagents used for molecular and genetic analysis or solutions used for protein synthesis, are critical to the ongoing use of our instruments.

Consumables such as biological indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

Consumables such as biological and chemical indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

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

We also offer maintenance, calibration and testing service contracts.

These contracts 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, or at a point in time, upon completion of a specific, discrete service.

In many cases, our contracts contain both revenues recognized over time and revenues recognized at a point in time.

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, or at a point in time, upon completion of a specific, discrete service.

In some cases, our service contracts contain both revenues recognized over time and revenues recognized at a point in time.

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

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$ 93,418 $ 47,081 $ 48,730 $ 51,749 $ 240,978

( 1 ) Revenues of $ 24,815 from GKE are included in the Sterilization and Disinfection Control division during the year ended March 31, 2025.

Year Ended March 31, 2024

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$ 75,124 $ 52,588 $ 40,712 $ 47,763 $ 216,187

( 1 ) Revenues of $ 9,289 from GKE are included in the Sterilization and Disinfection Control division during the year ended March 31, 2024 and represent sales made beginning from the acquisition date.

Year Ended March 31, 2023

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$ 64,609 $ 62,299 $ 47,365 $ 44,807 $ 219,080

( 1 ) Beginning October 16, 2023, revenues of $ 8,214 from GKE GmbH and SAL GmbH are included in the Sterilization and Disinfection Control division.

Revenues of $ 1,075 from GKE China are included in the Sterilization and Disinfection Control division beginning on January 1, 2024.

( 2 ) Revenues in the Clinical Genomics division represent transactions subsequent to the acquisition of Agena Bioscience, Inc.

on October 20, 2021 .

Contract Balances

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Short-term contract liabilities are included within unearned revenues in the accompanying Consolidated Balance Sheets, and long-term contract liabilities are included within other long-term liabilities in the accompanying Consolidated Balance Sheets.

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

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

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

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they are classified within Level 1 of the fair value hierarchy.

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

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

We maintain relationships and cash deposits at multiple banking institutions across the world in an effort to diversify and reduce risk of loss.

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No customers accounted for more than 10% of total trade receivables as of March 31, 2025 .

As of March 31, 2024, we had outstanding $ 172,500 aggregate principal of 1.375 % convertible senior notes due August 15, 2025, which we refer to as our 2025 Notes.

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

"Indebtedness" for further information.

As of March 31, 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 estimated fair value and carrying value of the 2025 Notes were as follows:

The fair value of the Notes is approximately correlated to our stock price.

March 31, 2025

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$ 97,297 $ 95,063 $ 171,198 $ 163,013

"Subsequent Events" for information related to our partial repurchase of the 2025 Notes in April 2024.

The Belyntic acquisition obligates us to pay contingent consideration of up to $ 1,500 cash upon regulatory approval of certain patent applications (see Note 13.

"Commitments and Contingencies").

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

At March 31, 2025 exchange rates, the estimated fair value of consideration held back from the purchase price of the GKE acquisition was approximately $ 9,300 .

The liability is reflected within other accrued expenses in our Consolidated Balance Sheets as of March 31, 2025.

We adjusted the liability to estimated fair value through earnings throughout fiscal year 2025, which required the use of Level 3 inputs, including discount rate estimates.

In April 2025, we paid $ 9,555 to the GKE sellers to settle the liability in full at the euro spot rate as of the payment date.

The Belyntic acquisition in fiscal year 2023 obligated us to pay contingent consideration of up to $ 1,500 cash upon regulatory approval of certain patent applications.

We estimate the fair value of the remaining contingent consideration using Level 3 inputs and a probability-weighted outcome analysis based on our expectations of patent approval leveraging our historical experience and expert input, and we adjust the estimated fair value at each reporting period through earnings.

The fair value of the remaining contingent consideration was $ 571 as of March 31, 2024, of which $ 436 is recorded in Other accrued expenses and $ 135 is recorded in acquisition-related holdbacks on the accompanying Consolidated Balance Sheets.

Amounts recognized or disclosed at fair value in the consolidated financial statements on a nonrecurring basis include the initial recognition and disclosure of most assets and liabilities purchased in business acquisitions and any related measurement period adjustments (see Note 4.

"Significant Transactions").

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 $ 274,533 of non-cash impairment losses to goodwill and other intangible assets during the fiscal year ended March 31, 2024 ( see Note 6.

"Goodwill and Intangible Assets, Net" for further information);

no impairment losses were recorded during the years ended March 31, 2023 or March 31, 2022.

Fair values of such assets and liabilities require measurement using Level 3 inputs.

The fair value of the remaining contingent consideration was $ 731 as of March 31, 2025 , which is recorded in Other Accrued Expenses on the accompanying Consolidated Balance Sheets.

There were no transfers between the levels of the fair value hierarchy during the fiscal years ended March 31, 2025 and 2024 .

Significant Transactions

Acquisition of GKE

We acquired 100 % of the outstanding shares of GKE GmbH and SAL GmbH effective October 16, 2023, on which date we began including the entities as wholly owned subsidiaries in our consolidated financial statements.

Upon approval by applicable Chinese regulators, we acquired 100 % of the outstanding shares of Beijing GKE Science & Technology Co.

(“GKE China,” and, together with GKE GmbH and SAL GmbH, “GKE”), effective December 31, 2023 ( the "GKE acquisition").

GKE China is included as a wholly owned subsidiary in our Consolidated Balance Sheets as of December 31, 2023, and we began consolidating the results of its operations on January 1, 2024.

GKE develops, manufactures and sells a highly competitive portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets.

GKE is included in our Sterilization and Disinfection Control ("SDC") division, and GKE's strengths in chemical indictors are complementary to SDC's strengths in biologic indicators, as chemical and biologic indicators are used in the same sterility validation workflows.

Acquisition of GKE, Fiscal year 2024

We acquired 100 % of the outstanding shares of GKE GmbH and SAL GmbH effective October 16, 2023, and effective December 31, 2023, we acquired 100 % of the outstanding shares of Beijing GKE Science & Technology Co.

GKE develops, manufactures and sells a portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets.

GKE is included in our Sterilization and Disinfection Control ("SDC") division, and GKE's strengths in chemical indicators are complementary to SDC's strengths in biological indicators as chemical and biological indicators are used in the same sterility validation workflows.

Additionally, GKE’s healthcare-focused commercial capabilities in Europe and Asia greatly expand our reach in the healthcare markets in those geographies.

We are working to obtain regulatory 510 (k) clearance on certain GKE products for sale in the United States, which would further expand organic revenues growth opportunities from the GKE business.

Total consideration for the GKE acquisition was $ 87,187 , net of cash and financial liabilities and inclusive of working capital adjustments .

Of the total acquisition price, approximately $ 9,300 at March 31, 2024 exchange rates is being held back for a period of 18 months from acquisition closing as security against potential indemnification losses.

We funded the acquisition through a combination of cash on-hand and a total of $ 71,000 borrowed under our line of credit (See Note 8 .

"Indebtedness").

Allocation of Purchase Price

We accounted for the GKE acquisition as a business combination using the acquisition method of accounting.

Under the acquisition method of accounting, the acquiree's identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values and are consolidated with those of the acquirer.

The multi-period excess earnings method, a form of the income approach, was used to value acquired customer relationships, while the relief from royalty method was used to value acquired intellectual property and trade names.

The non-compete agreements were valued using a probability-weighted estimate of the expected economic impact that would occur in the absence of the agreements.

Significant judgments and estimates are required when performing valuations, including, among other assumptions, internal rates of return, revenue growth rates, customer attrition rates, and royalty rates, all of which are considered Level 3 inputs.

We worked with external valuation experts to prepare the valuation using information obtained during due diligence and from professional valuation databases and other sources.

These estimates were based on assumptions that we believe to be reasonable;

however, actual results may differ from these estimates.

The following table summarizes the allocation of the purchase price as of acquisition:

Life (in years)

Cash and cash equivalents

Accounts receivable (a)

Inventories (b)

Other current assets

Total current assets

Property, plant and equipment (c)

Other noncurrent assets

Intangible assets:

Customer relationships (d)

Intellectual property (d)

Trade names (d)

Non-compete agreements (d)

Total assets acquired

Accounts payable

Deferred tax liability

Other current liabilities

Long-term liabilities

Total liabilities assumed

Total purchase price, net of cash acquired

Accounts receivable are expected to be collected.

The carrying value of accounts receivable at acquisition approximates fair value.

Includes $ 2,414 of inventory step-up, which we expect to amortize within approximately one year from the acquisition date.

During the period from October 16, 2023 to March 31, 2024, $ 1,229 of inventory step-up amortization was recorded to cost of revenues.

Includes $ 2,353 of fixed asset step-up, which will be amortized based on the underlying assets' expected lives.

During the period from October 16, 2023 to March 31, 2024, $ 365 of property, plant and equipment step-up was recorded to depreciation expense.

Acquired amortizable intangible assets are currently expected to be amortized on a straight-line basis over a weighted average period of 11.2 years.

The identified intangible assets will be amortized on a straight-line basis over their useful lives, which approximates the pattern that assets' economic benefits are expected to be consumed.

Amortization expense for customer relationships, trade names, and noncompete agreements will be expensed to general and administrative expense, and amortization expense for intellectual property will be expensed to cost of revenues.

During the period from October 16, 2023 and March 31, 2024, $ 2,005 of amortization expense was recorded to general and administrative costs and $ 266 of amortization expense was recorded to cost of revenues in the Sterilization Disinfection Control division related to the GKE acquisition.

Acquired goodwill of $48,850, all of which is allocated to the Sterilization Disinfection Control division, represents the value expected to arise from the benefits of expanded market opportunities, particularly in the healthcare industry, as well as expected synergies and GKE's assembled workforce, none of which qualify as amortizable intangible assets.

The goodwill acquired is expected to be deductible for U.S.

taxes with respect to GILTI;

the goodwill is not expected to be deductible for foreign tax purposes.

Acquisition related costs such as legal and advisory fees were approximately $ 835 during fiscal year 2024;

these costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred and are reflected on the Consolidated Statements of Operations in general and administrative expenses.

GKE's operations contributed $ 9,289 to revenues and $ 1,046 of net income (including $ 2,271 of non-cash amortization expense related to acquired intangible assets and $ 1,229 of non-cash inventory step up expense) to our consolidated results during the twelve months ended March 31, 2024 .

We finalized our purchase price accounting of GKE during fiscal year 2024 .

Total cash consideration for the GKE acquisition was $ 87,187 , net of cash acquired and financial liabilities assumed and inclusive of working capital adjustments.

We funded the acquisition through a combination of cash on-hand and a total of $ 71,000 borrowed under our line of credit.

During the fiscal years ended March 31, 2025 and 2024, respectively, GKE's operations contributed the following amounts to our consolidated results of operations:

Year ended March 31,

$ 24,815 $ 9,289

Amortization of inventory step-up recorded in cost of revenues

Amortization of acquired intangibles recorded in cost of revenues

Amortization of acquired intangibles recorded in general and administrative expense

GKE net income includes certain intercompany management fees and other items.

Supplemental unaudited pro-forma information

Combined revenues from Mesa and GKE for fiscal years 2024 and 2023 would have been approximately $ 229,260 and $ 241,360 , respectively, had the GKE acquisition occurred at the beginning of our prior fiscal year on April 1, 2022.

Combined revenues from Mesa and GKE for fiscal years 2024 and 2023 would have been approximately $ 229,260 and $ 241,360 , respectively, had the GKE acquisition occurred on April 1, 2022, at the beginning of our fiscal year 2023.

It is impracticable for us to disclose pro-forma net earnings information regarding the combined results of the operations of Mesa and GKE as if the acquisition had occurred at an earlier date.

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As presentation of pro-forma net earnings information would require extensive estimation and could not be sourced from sufficiently factual information reasonably aligned with GAAP, it is impracticable for us to disclose pro-forma net earnings information.

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 a total cash price of $ 6,450 , of which $ 4,950 was paid on the date of acquisition.

The remaining $ 1,500 becomes due to the Belyntic sellers as patent applications are approved (see Note 13 .

"Commitments and Contingencies").

The business complements our existing peptide synthesis business, part of the Biopharmaceutical Development segment, by adding a new consumables line that can be used with the instruments we sell.

The new PurePep® EasyClean products are an environmentally conscious chemistry solution to purify peptides.

During the twelve months ended March 31, 2024, we recorded certain measurement period adjustments to reclassify amounts from intangible assets into goodwill.

Our preliminary purchase price allocation was finalized as of December 31, 2023.

Agena Bioscience, Inc.

On October 20, 2021, we completed the acquisition of 100% of the outstanding shares of Agena Bioscience, Inc.

(“Agena” or “the Agena acquisition”) for adjusted cash consideration of $ 300,793 .

Agena is a leading clinical genomics tools company that develops, manufactures, markets and supports proprietary instruments and related consumables that enable genetic analysis for a broad range of research applications.

The acquisition of Agena moved our business toward the life sciences tools sector and expanded our market opportunities, particularly in Asia.

Agena’s operations comprise our Clinical Genomics segment.

We have operating leases for buildings and office equipment used in manufacturing and distribution, engineering, research and development, sales and marketing, and administration activities.

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Noncurrent operating lease liabilities

Other long-term liabilities

Other noncurrent liabilities

The components of lease costs, the weighted average remaining lease term and the weighted average discount rate were as follows:

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Operating lease expense

$ 4,025 $ 3,453 $ 3,064

Variable lease expense

1,316 1,039 1,110

Short term lease expense

Total lease expense

$ 5,912 $ 4,915 $ 4,550

Weighted average remaining lease term in years

Weighted average discount rate

6.2 % 4.1 % 2.0 %

Supplemental cash flow information related to leases was as follows:

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Cash paid for amounts included in the measurements of lease liabilities

Operating lease assets obtained in exchange for operating lease obligations

Increases in operating lease right of use assets and lease liabilities are primarily due to the acquisition of GKE.

$ 4,534 $ 3,392 $ 3,017

Operating lease assets obtained in exchange for operating lease liabilities

9,863 4,265 1,426

As of March 31, 2025 maturities of lease liabilities are as follows for future years ending March 31:

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Present value of lease liabilities

The maturity schedule above does not include discounted future minimum lease payments for leases not yet commenced of approximately $ 7,633 for manufacturing, office and warehouse facilities used by our Biopharmaceutical Development division in Uppsala, Sweden.

The lease has a term of 10 years and is expected to commence during the first quarter of fiscal year 2025.

Goodwill and Intangible Assets, Net

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1,021 ( 130 ) ( 32 ) ( 6 ) 853

Goodwill related to Belyntic acquisition

- - 2,973 - 2,973

Measurement period adjustment, Agena acquisition

- ( 152 ) - - ( 152 )

March 31, 2023

$ 29,559 $ 135,811 $ 83,857 $ 37,217 286,444

Effect of foreign currency translation

1,021 ( 130 ) ( 32 ) ( 6 ) 853

Impairment losses

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$ 79,430 $ 16,940 $ 46,515 $ 37,211 $ 180,096

In the third quarter of fiscal year 2024, we completed the acquisition of GKE.

“Significant Transactions” for further information.

During the fourth quarter of our fiscal year ended March 31, 2024, we recorded consolidated goodwill impairment losses of $ 156,892 related to our Clinical Genomics and Biopharmaceutical Development divisions.

For reporting units associated with our Clinical Genomics and Biopharmaceutical Development divisions, we performed quantitative impairment analyses over goodwill because declining revenues growth in both divisions indicated that the fair values of the businesses might have declined below their carrying values.

We also performed quantitative impairment analyses on finite-lived intangible assets within those divisions.

More information on the impairment losses is included in the “Impairment Losses” section below.

We performed qualitative impairment tests over reporting units in our Sterilization and Disinfection Control and Calibration Solutions divisions and concluded that it was not more likely than not that the fair values of those businesses had declined below their carrying values.

Effect of foreign currency translation

( 22 ) ( 12 ) 1,696 2 1,664

March 31, 2025

$ 79,408 $ 16,928 $ 48,211 $ 37,213 $ 181,760

Finite-Lived Intangible Assets

Other intangible assets were as follows:

Intangible assets other than goodwill were as follows:

March 31, 2025

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$ 190,069 $ ( 117,189 ) $ 72,880 $ 189,911 $ ( 104,528 ) $ 85,383

Intellectual property

41,602 ( 25,901 ) 15,701 65,950 ( 19,550 ) 46,400

Other intangibles

61,192 ( 37,197 ) 23,995 61,161 ( 32,792 ) 28,369

Total finite-lived intangible assets

$ 251,261 $ ( 154,386 ) $ 96,875 $ 251,072 $ ( 137,320 ) $ 113,752

Amortization expense for finite-lived intangible assets acquired in a business combination was as follows:

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

Year Ended March 31,

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$ 19,145 $ 27,341 $ 28,821

Other than amortization expense, the changes in finite-lived intangible assets from March 31, 2023 to March 31, 2024 primarily reflect impairment losses totaling $ 117,641 as further described below, additions of $ 44,071 related to purchase accounting for GKE as of the acquisition date, and foreign currency impacts.

“Significant Transactions” for additional information related to our acquisition of GKE.

All impairment losses related to finite-lived intangible assets were recorded in our Clinical Genomics division.

Of the $ 117,641 impairment losses, $ 79,116 related to customer relationships, $ 28,531 related to patents and other technology-related propriety information, and $ 9,994 related to trademarks and trade names.

In addition to testing definite-lived intangible assets for impairment in our Clinical Genomics and Biopharmaceutical Development divisions, we also quantitatively tested trademarks and trade names which were previously identified as indefinite-lived intangible assets in our Biopharmaceutical Development division.

We concluded the trademarks and trade names were not impaired;

however, as of our impairment testing date on January 1, 2024, we have assigned a useful life of 10 years from the original acquisition date to these assets in response to increased pressures and risks in the biopharmaceutical industry resulting from macroeconomic influences.

The trademarks and trade names will now amortize through October 2029, resulting in additional expected non-cash amortization expense of approximately $ 700 per year.

We reassessed the remaining useful lives of our intangible assets in conjunction with our impairment testing and made no further material changes to our expectations of the remaining useful lives of our intangible assets because, while the value of certain assets has diminished since acquisition, the expected duration of their usefulness has not changed in response to the macroeconomic and other factors leading to the impairment losses.

Fiscal year 2024 goodwill impairment losses recorded in our Clinical Genomics and Biopharmaceutical Development divisions totaling $ 156,892 and impairments of other intangible assets in our Clinical Genomics division totaling $ 117,641 were primarily the result of higher weighted average cost of capital, which decreases the fair value of businesses, as well as downward revisions of expected future performance in fiscal year 2024.

The range of useful lives and weighted-average remaining useful lives of amortizable intangible assets as of March 31, 2025 were as follows:

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Customer Relationships

Intellectual Property

Other Intangibles

The following is estimated amortization expense for the years ending March 31:

Impairment Losses

In conjunction with our annual impairment testing, we engaged external valuation specialists to aid in performing recoverability tests, and ultimately fair value tests, over intangible assets in our Clinical Genomics division and both reporting units (Immunoassays and Peptides) of our Biopharmaceutical Development division.

Fair value testing was performed by weighting Gordon Growth and Exit Multiple discounted cash flow models and guideline public company models ( one -year forward multiples), relying on unobservable Level 3 inputs, including but not limited to, discount rates, expected useful lives, applicable competitors, and anticipated revenues growth and margins.

Inputs were established through discussions between Management and our valuation specialists and are based on internal expectations for future performance, market indicators, and reputable valuation research resources.

Impairment losses are recorded in either Impairment of finite-lived intangible assets or Impairment of goodwill in the accompanying Consolidated Statements of Operations.

As of the date of our annual goodwill impairment testing, January 1, 2024, the total fair values of the Clinical Genomics and Biopharmaceutical Development divisions were $58,900 and $ 119,000 , respectively.

Impairment losses resulted in a 0% cushion between the fair and carrying values of our Clinical Genomics division and the Immunoassays reporting unit within our Biopharmaceutical Development division as of our January 1, 2024 impairment testing date.

The fair value of the Peptides reporting unit within our Biopharmaceutical Development division exceeded carrying value by approximately 36 % as of our testing date, and no impairment losses were recorded for this reporting unit.

The goodwill associated with each of Clinical Genomics, Immunoassays, and Peptides reporting units as of March 31, 2024 was $ 16,940 , $ 32,807 , and $ 13,708 , respectively.

As such, the Clinical Genomics and Biopharmaceutical Development divisions are susceptible to further impairment losses in the future if actual results differ significantly from our estimates.

Assumptions used in goodwill and intangible asset impairment tests include unobservable Level 3 inputs and estimates that are subject to uncertainty, such that there is a reasonable possibility that further impairment losses, which could be material to our consolidated financial statements, will occur in the Clinical Genomics and Biopharmaceutical Development divisions in the future.

We monitor each of our divisions for indicators of impairment on a quarterly basis.

Several changes to the Clinical Genomics division occurred during the fourth quarter of fiscal year 2024 that were incorporated into our impairment analyses and contributed to the recognized impairment loss.

First, we enacted changes in our management structure, whereby a new General Manager was assigned to lead the division.

Immediately, the new manager began restructuring the division, eliminating 17 positions.

Additionally, new division management began to implement an updated business strategy, which resulted in a downward revision of financial expectations for the coming years, particularly the next 1.5 – 2 years, but which will better position the division to achieve sustainable long-term growth.

Additionally, in the fourth quarter of 2024, we lost two individually immaterial customer contracts as continued economic difficulties resulted in their bankruptcy.

These internal changes, coupled with difficult macroeconomic conditions described further below ultimately contributed to the impairment losses recorded related to the Clinical Genomics division.

Throughout fiscal year 2024, we performed regular analyses comparing the results of the Biopharmaceutical Development division with our expectations at the time of purchase.

Our analyses in the first three quarters of fiscal 2024 indicated that reporting units associated with the Biopharmaceutical Development division more likely than not were not impaired, in part because actual operating costs to date had been lower than were expected at acquisition.

However, in the fourth quarter of fiscal year 2024, persistent difficult macroeconomic trends resulted in a downward revision of financial expectations for the coming years compared to when the division was acquired, ultimately resulting in a downward revision of previous forecasts of the division’s results, particularly after the division failed to meet our revenue expectations during the fourth quarter.

Conditions that negatively impacted both the Clinical Genomics and the Biopharmaceutical Development division included:

significant increases in discount rates used to value the reporting units due elevated risk-free rates and macroeconomic risk in the market;

● macroeconomic factors, particularly in the biopharmaceutical and pharmaceutical markets, including decreased spending on capital equipment and consolidation of some served customers;

continued uncertainty in the wider macroeconomic environment, including persistently elevated interest rates compared to when the acquisitions were consummated;

macroeconomic uncertainty in China, which resulted in lower than expected capital equipment purchases;

continuing high interest rates limiting our customers’ spend on capital equipment.

The nature of our Sterilization and Disinfection Control and Calibration Solutions divisions makes them less sensitive to existing macroeconomic conditions, particularly since the product lines offered by these divisions do not require our customers to initially invest in high-dollar capital equipment to the same degree as in our Clinical Genomics and Biopharmaceutical Development divisions.

Supplemental Balance Sheet Information

Significant changes in balance sheet amounts below are primarily attributable to the acquisition of GKE and related step-up amounts under purchase accounting.

"Significant Transactions" for details.

Amortization Expense

Supplemental Information

Inventories consisted of the following:

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$ 25,365 $ 32,675

In addition to sales of existing inventories, higher non-cash scrap expense in fiscal year 2024 contributed to the overall decrease in inventories, partially offset by the GKE acquisition and inventory purchases to meet current production needs.

Prepaid expenses and other consisted of the following:

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( 26,421 ) ( 22,519 )

Property, plant and equipment, net

Total property, plant and equipment, net

$ 32,333 $ 31,766

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March 31, 2024

GKE acquisition holdback (current)

Accrued business taxes

$ 5,557 $ 5,941

Current operating lease liabilities

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Credit Facility

On March 5, 2021, we entered into a four -year senior secured credit agreement that included 1 ) a revolving credit facility in an aggregate principal amount of up to $ 75,000 (the "Revolver"), 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 at any time.

On March 5, 2021, we entered into a senior secured credit agreement that included 1 ) a revolving credit facility in an aggregate principal amount of up to $ 75,000 (the "Revolver"), 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 at any time.

The agreement also provided 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.

On October 5, 2023, we amended the terms of our four -year senior credit facility to increase the maximum principal amount available to us under the Revolver from $ 75,000 to $ 125,000 .

We refer to the agreement in whole as the “Credit Facility.”

Subsequent to the end of fiscal year 2024, on April 5, 2024, we further amended and restated the terms of the Credit Facility.

The amended Credit Facility has been modified to:

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

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

Extend the maturity of the Credit Facility to April 2029;

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Make certain changes to the financial covenants.

In conjunction with the amendment and restatement of the Credit Facility during the year ended March 31, 2025, we incurred $ 1,987 of customary lender fees and debt issuance costs paid to third parties, of which $ 1,242 relates to the Revolver and $ 745 relates to the Term Loan.

The balance of unamortized fees and debt issuance costs related to the Credit Facility, including fees from the original debt issuance and all subsequent amendments and restatements, was $ 1,203 and $ 321 as of March 31, 2025 and 2024 , respectively.

Unamortized debt issuance costs related to the Term Loan are reflected in the debt’s carrying value as a discount in our Consolidated Balance Sheets.

All such fees are being amortized to interest expense through maturity.

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 interest rate on borrowings under our line of credit as of March 31, 2024 was 7.2 %.

The weighted average interest rate on borrowings under the Credit Facility as of March 31, 2025 was 7.2 %.

The financial covenants in the Credit Facility as amended include a maximum leverage ratio of 4.50 to 1.00 on each of the quarterly testing dates through December 31, 2024;

4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026;

and 3.5 to 1.0 on each testing date thereafter.

The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a maximum senior net leverage ratio of 3.5 to 1.

Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes to our business as defined in the contract, engage in certain transactions with affiliates, or conduct asset sales.

As of March 31, 2025, we were in compliance with all required covenants under the terms of the Credit Facility.

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

We are required to make quarterly principal payments on the Term Loan.

During the year ended March 31, 2025, we made required quarterly principal payments on the Term Loan of $ 3,750 .

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

Total outstanding principal

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

March 31, 2025

Term Loan ( 7.2 % as of March 31, 2025)

discount and debt issuance costs

current portion

Noncurrent portion

There was no outstanding balance related to the Term Loan as of March 31, 2024.

As of March 31, 2025 , the outstanding balance under our Revolver was $ 10,000 , and $ 115,000 was available for borrowing.

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.

We incurred unused commitment fees of $ 269 and $ 164 for the years ended March 31, 2025 , and March 31, 2024 , respectively.

The balance of unamortized customary lender fees was $ 321 and $ 312 as of March 31, 2024 and 2023, respectively.

During the second quarter of fiscal year 2024, we borrowed a total of $ 71,000 under the Revolver to fund the majority of the GKE acquisition, and repaid $ 20,500 against that outstanding balance during the third and fourth quarters of fiscal year 2024.

As of March 31, 2024, the outstanding balance under our Credit Facility was $ 50,500 .

Subsequent to March 31, 2024, we repaid an additional $ 7,500 on our line of credit.

We borrowed $ 75,000 under the Term Loan on April 5, 2024 at a rate of 8.4 % as of the borrowing date, largely to fund the repurchase of a portion of the 2025 Notes.

"Subsequent Events."

The financial covenants in the Credit Facility as amended include a maximum leverage ratio of 4.50 to 1.00 for the first five testing dates on which the line of credit is outstanding;

4.0 to 1.0 on each of the sixth, seventh, eighth, and ninth testing dates;

and 3.5 to 1.0 on each testing date following the ninth testing date.

The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a minimum senior net leverage ratio of 3.5 to 1.

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 March 31, 2024, we were in compliance with all required covenants under the terms of the Credit Facility, both before and after the amendment and restatement.

Convertible Notes

On August 12, 2019, we issued an aggregate principal amount of $ 172,500 of Notes.

The net proceeds from the Notes, after deducting underwriting discounts and commissions and other related offering expenses payable by us, were approximately $ 167,056 .

The Notes mature on August 15, 2025, unless earlier repurchased or converted, and bear interest at a rate of 1.375 % payable semi-annually in arrears on February 15 and August 15 each year beginning on February 15, 2020.

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.

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 and fees paid to third parties of $ 310 directly related to the extinguishment.

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 Consolidated Statements of Operations during the year ended March 31, 2025 .

As of March 31, 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.

Noteholders may convert their Notes at their option only in the following circumstances:

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Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.

The circumstances necessary for conversion were not met during fiscal year 2025.

The if-converted value of the Notes did not exceed the principal balance as of March 31, 2025 .

Immediately following completion of the amendment of the Credit Facility, on April 5, 2024, we entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”) with a limited number of holders of our outstanding 2025 Notes.

Pursuant to the Purchase Agreements, we purchased $ 75,000 in aggregate principal amount of the 2025 Notes for an aggregate cash purchase price of approximately $ 71,410 , including accrued and unpaid interest.

"Subsequent Events."

Debt issuance costs related to the 2025 Notes are comprised of commissions payable to the initial purchasers of $ 5,175 and third party offering costs of $ 255 .

The debt issuance costs are being amortized to interest expense using the effective interest method over the six -year contractual term of the 2025 Notes.

The net carrying amount of the 2025 Notes was as follows:

Debt issuance costs related to the Notes remaining after the partial repurchase in fiscal year 2025 are comprised of commissions payable to the initial purchasers of $ 2,925 and third party offering costs of $ 152 .

The debt issuance costs are being amortized to interest expense using the effective interest method over the remaining contractual term of the Notes.

The net carrying amount of the 2025 was as follows:

March 31, 2025

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$ 1,918 $ 3,298 $ 3,279

The effective interest rate of the liability component of the 2025 Notes is approximately 1.9 %.

As of March 31, 2024, the 2025 Notes, net of unamortized debt issuance costs are classified as a long-term liability on our Consolidated Balance Sheets as the circumstances necessary for conversion were not satisfied as of the end of the period and the private repurchases contemplated by the Purchase Agreements had not yet occurred.

The circumstances necessary for voluntary conversion were not met during fiscal year 2024.

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

As of March 31, 2025 , the Notes, net of unamortized debt issuance costs, are classified as a current liability on our Consolidated Balance Sheets.

Stock Transactions and Stock-Based Compensation

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We issue shares in the form of stock options, RSUs and PSUs to employees and non-employee directors pursuant to the 2021 Equity Plan, and we have awards outstanding under the 2014 Equity Plan.

The 2021 Equity Plan authorizes the issuance of 660 shares of common stock to eligible participants, and there were 373 shares available for future grants under the plan as of March 31, 2024.

The 2021 Equity Plan, as amended, authorizes the issuance of 660 shares of common stock to eligible participants, and there were 186 shares available for future grants under the plan as of March 31, 2025 .

Under the 2014 Equity Plan, 1,100 shares of common stock were authorized and reserved for eligible participants, all of which have been issued and 43 of which remain outstanding as of March 31, 2025 .

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$ 13,142 $ 11,936 $ 12,538

Amount of income tax expense (benefit) recognized in earnings

Amount of income tax (benefit) recognized in earnings

2,068 2,718 ( 1,169 )

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$ 15,210 $ 14,654 $ 11,369

Stock Options

We use the Black-Scholes option-pricing model to estimate the fair value of stock option awards granted.

The weighted average assumptions utilized in the model were as follows:

Year Ended March 31,

Weighted-average value at grant date

$ 130.07 $ 185.60 $ 268.81

Expected life (years)

3.52 3.52 3.52

Expected dividend yield

0.07 % 0.07 % 0.06 %

37.82 % 37.29 % 38.82 %

Risk-free interest rate

4.16 % 3.55 % 0.46 %

Using the assumptions in the tables above, the weighted-average Black-Scholes fair value per share at grant date for the years ended March 31, 2024, 2023 and 2022 were $ 42.76 , $ 58.94 and $ 76.02 , respectively.

These fair values are before the estimated effect of forfeitures, which reduces the amount of expense recorded in our Consolidated Statements of Operations.

Stock option activity under the 2021 Equity Plan and 2014 Equity Plan as of March 31, 2024 , and changes for the year then ended, are presented below (shares and dollars in thousands, except per-share data):

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

Awards forfeited or expired

( 23 ) 192.15

Awards exercised or distributed

( 2 ) 132.40 24

Outstanding as of March 31, 2024

194 $ 181.89 3.2 $ 26

Exercisable awards as of March, 31, 2024

109 $ 197.63 2.0 $ -

Exercisable awards and awards expected to vest, March 31, 2024

187 $ 183.16 3.2 $ 23

The total intrinsic value of stock options exercised during the years ended March 2023 and March 2022 was $ 6,902 , and $ 15,209 , respectively.

Unrecognized stock-based compensation expense for stock options expected to vest as of March 31, 2024 was $ 2,388 and is expected to be recognized over a weighted average period of 1.8 years.

The total fair value of options vested was $ 2,749 , $ 2,763 , and $ 2,856 during the years ended March 31, 2024, 2023 and 2022 , respectively.

Time-Based Restricted Stock Units (RSUs)

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Awards granted

Awards forfeited or expired

Awards forfeited

( 11 ) 120.39

Awards distributed

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Aggregate Intrinsic Value

Nonvested at March 31, 2023 at target

Nonvested at March 31, 2024

56 $ 240.96 2.6 $ 6,142

Awards granted

Performance adjustment

Awards forfeited

Awards distributed

( 12 ) 302.06 1,306

Awards forfeited or expired at target

Nonvested as of March 31, 2024 at target

Nonvested as of March 31, 2025

85 $ 166.31 1.6 $ 10,101

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Total fair value of PSUs vested was $ 3,492 , $ 0 and $ 1,926 during the years ended March 31, 2025, 2024 and 2023 , respectively.

There were no PSUs vested or distributed during the year ended March 31, 2024.

The total intrinsic value of PSUs distributed during the years ended March 31, 2023 and 2022 was $ 1,776 and $ 7,549 , respectively.

During the year ended March 31, 2024, the Compensation Committee of the Board of Directors created a plan to award to eligible employees 32 PSUs (the "FY24 PSUs") at target that are subject to service, performance, and market conditions.

The performance period for the FY24 PSUs is from April 1, 2023 through March 31, 2024, and the service period is from June 21, 2023 through June 21, 2026 .

Based on actual performance during the performance period, 15 of the FY24 PSUs are expected to vest, net of estimated forfeitures.

In addition, the quantity of shares 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.

On October 28, 2021, the Compensation Committee of the Board of Directors granted a special long-term equity award consisting of performance stock units covering a target of 40 shares that is subject to both performance and service conditions to our Chief Executive Officer.

The performance period of the award was the three -year period from April 1, 2021 through March 31, 2024.

The service periods commence on October 28, 2021 and end on each of October 27, 2024, October 27, 2025, and October 27, 2026, on which dates eligible PSUs will vest and be distributed.

The performance metrics are cumulative GAAP revenues over the performance period and cumulative adjusted operating income over the performance period.

Based on actual performance through the period ended March 31, 2024 , 35 shares are expected to vest.

During the year ended March 31, 2024 , we adjusted our estimate of PSUs expected to vest under all outstanding plans based on actual results achieved through applicable performance periods.

We recorded a cumulative effect release of ($ 812 ) during the period (approximately $ 640 , net of estimated tax as well as $ 0.12 per basic and diluted share) , which is recorded in general and administrative expense on our Consolidated Statements of Operations.

In the future, we expect non-cash stock-based compensation expense of approximately $ 934 per quarter related to outstanding PSUs following our new estimate of performance share units expected to vest.

There were no PSUs vested or distributed during the fiscal year 2024, and the total intrinsic value of PSUs distributed during the year ended March 31, 2023 was $ 1,776 .

During the year ended March 31, 2025 , the Compensation Committee of the Board of Directors created a plan to award 41 PSUs at target (“the FY25 PSUs”) to eligible employees.

Of the 41 PSUs granted, 23 PSUs have a grant date fair value of $ 89.82 and are subject to service and company financial performance conditions.

The financial performance measurement period is from April 1, 2024 through March 31, 2027.

The remaining 18 PSUs have a grant date fair value of $ 119.54 and are subject to service and market conditions, with the market performance period measured from June 18, 2024 through June 18, 2027.

The service period for all of the FY25 PSUs is from June 18, 2024 through June 18, 2027.

The quantity of shares that will be earned based upon either company financial performance or market performance will range from 0 % to 200 % of the targeted number of shares; if the defined minimum targets are not met, no shares will vest.

As of March 31, 2025, based on actual performance during the partial performance period, a performance adjustment to change the awards expected to vest was not deemed necessary for the FY25 PSUs.

In October 2021, the Compensation Committee of the Board of Directors granted a special long-term equity award consisting of performance stock units subject to both performance and service conditions to our Chief Executive Officer.

Based on actual achievement of the performance metrics as of the performance period ended March 31, 2024, 35 shares are expected to vest and be distributed, of which 12 were distributed in fiscal year 2025.

The remaining 23 shares will vest in equal installments on each of October 27, 2025 and October 27, 2026.

Stock Options

We used the Black-Scholes option-pricing model to estimate the fair value of stock option awards granted.

There were no options granted during the year ended March 31, 2025.

The weighted average assumptions utilized in the model in prior years were as follows:

Year Ended March 31,

Weighted-average value at grant date

$ 130.07 $ 185.60

Expected life (years)

Expected dividend yield

0.07 % 0.07 %

37.82 % 37.29 %

Risk-free interest rate

4.16 % 3.55 %

Using the assumptions in the tables above, the weighted-average Black-Scholes fair value per share at grant date for the years ended March 31, 2024 and 2023 were $ 42.76 and $ 58.94 , respectively.

The fair values are before the estimated effect of forfeitures, which reduces the amount of expense recorded in our Consolidated Statements of Operations.

Stock option activity under the 2021 Equity Plan and 2014 Equity Plan as of March 31, 2025 , and changes for the years then ended, are presented below (shares and dollars in thousands, except per-share data):

Stock Options

Shares Subject to Options

Weighted- Average Exercise Price per Share

Weighted-Average Remaining Contractual Life (Years)

Aggregate Intrinsic Value

Outstanding as of March 31, 2024

194 $ 181.89 3.2 $ 26

Awards granted

Awards forfeited or expired

( 17 ) 155.06

Awards exercised or distributed

( 22 ) 123.17 24

Outstanding as of March 31, 2025

155 $ 192.92 2.7 $ 52

Exercisable awards as of March, 31, 2025

112 $ 211.36 2.2 $ 18

Exercisable awards and awards expected to vest, March 31, 2025

153 $ 193.71 2.7 $ 49

The total intrinsic value of stock options exercised during the years ended March 31, 2024 and March 31, 2023 was $ 24 , and $ 6,902 , respectively.

Unrecognized stock-based compensation expense for stock options expected to vest as of March 31, 2025 was $ 917 and is expected to be recognized over a weighted average period of 1.1 years.

The total fair value of options vested was $ 2,168 , $ 2,749 , and $ 2,763 during the years ended March 31, 2025, 2024 and 2023 , respectively.

In November 2005, our Board of Directors approved a program to repurchase up to 300 shares of our outstanding common stock.

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$ ( 0.36 ) $ ( 47.20 ) $ 0.17

The impact of the assumed conversion of the 2025 Notes calculated under the if-converted method was anti-dilutive, and as such shares underlying the 2025 Notes were excluded from the diluted EPS calculation for the fiscal years ended March 31, 2024, 2023, and 2022.

The following stock awards were excluded from the calculation of diluted EPS:

The following stock awards were excluded from the calculation of diluted EPS as their inclusion would be anti-dilutive:

Year Ended March 31,

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Total stock awards excluded from diluted EPS

Shares underlying the Notes were excluded from the diluted EPS calculation for the years ended March 31, 2025, 2024 and 2023 as the impact of the assumed conversion of the Notes calculated under the if-converted method was anti-dilutive.

Employee Benefit Plan s

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Participation is voluntary, and employees are eligible on the first day of the month following their start date.

Our contribution obligations to the Mesa Laboratories, Inc.

Our contributions to the Mesa Laboratories, Inc.

401 (k) retirement plan were $ 1,645 , $ 2,078 and $ 1,768 during the years ended March 31, 2025, 2024 and 2023 , respectively.

Provision for Income Taxes

Earnings before income taxes were as follows:

Earnings (loss) before income taxes were as follows:

Year Ended March 31,

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( 6,654 ) ( 41,795 ) ( 2,276 )

Total (loss) earnings before income taxes

Total earnings (loss) before income taxes

$ 5,961 $ ( 275,648 ) $ ( 389 )

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( 137 ) ( 6,172 ) ( 1,878 )

Total deferred tax (benefit) expense

Total deferred tax (benefit)

( 61 ) ( 28,412 ) ( 3,520 )

Total income tax (benefit) expense

Total income tax expense (benefit)

$ 7,935 $ ( 21,402 ) $ ( 1,319 )

A reconciliation of our income tax provision and the amounts computed by applying statutory rates to earnings before income taxes was as follows (percentages may not perfectly sum due to rounding):

A reconciliation of our income tax provision and the amounts computed by applying statutory rates to earnings (loss) before income taxes was as follows (percentages may not perfectly sum due to rounding):

Year Ended March 31,

(Loss)/ income before income taxes

Earnings (loss) before income taxes

$ 5,961 $ ( 275,648 ) $ ( 389 )

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3,019 50.6 % 5,398 ( 2.0 %) ( 126 ) 32.4 %

Interest reserve adjustment

( 7 ) ( 0.1 %) 36 - % - - %

36 - % - - % 13 0.4 %

Total income tax (benefit) expense

Total income tax expense (benefit)

( $ 7,935 133.1 % $ ( 21,402 ) 7.8 % $ ( 1,319 ) 339.1 %

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets (liabilities) were as follows:

March 31, 2024

March 31, 2023

Components of our deferred tax assets (liabilities) were as follows:

Deferred tax assets:

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Net operating loss

Net deferred tax assets, gross

Deferred tax assets, gross

21,738 21,693

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( 8,999 ) ( 5,975 )

Net deferred tax assets, net

Deferred tax assets, net

12,739 15,718

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In evaluating the need for a valuation allowance, management takes into account various factors, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations.

Based on this evaluation, the Company has concluded that a valuation allowance is necessary on its U.S.

and certain German operations and do not expect to fully realize its deferred tax assets as of March 31, 2024.

Based on this evaluation, we have concluded that a valuation allowance is necessary on our U.S.

and certain German operations and we do not expect to fully realize our deferred tax assets as of March 31, 2025 .

The following table summarizes the changes in our valuation allowance for deferred tax assets:

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Additions charged to income tax expense and other accounts

5,398 567 304

Deductions from reserves

( 637 ) ( 5 )

Cumulative translation adjustment

Ending balance

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Net Operating Loss Credit and Carryforwards

As of March 31, 2024, the Company had U.S.

As of March 31, 2025 , we had U.S.

and Foreign net operating loss (“NOL”) carryforwards consisting of the following:

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11,671 Indefinite

As of March 31, 2024, the Company had U.S.

As of March 31, 2024, we had U.S.

and Foreign NOL carryforwards consisting of the following:

March 31, 2024 Expiration Date

Pre-2018 federal NOL carryforwards

Post-2018 federal NOL carryforwards

State NOL carryforwards

8,709 March 31, 2035

Foreign NOL carryforwards

22,595 Indefinite

As of March 31, 2025 , we had U.S.

tax credit carryforwards consisting of the following:

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15 March 31, 2037

As of March 31, 2024, we had U.S.

tax credit carryforwards consisting of the following:

March 31, 2024 Expiration Date

Federal research tax credit carryforwards

State research tax credits carryforwards

3,181 March 31, 2036

Federal foreign tax credit carryforwards

15 March 31, 2037

Undistributed earnings in foreign subsidiaries

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Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because such liability, if any, depends on certain circumstances existing if and when remittance occurs.

A deferred tax liability will be recognized if and when the Company no longer plans to permanently reinvest these undistributed earnings.

A deferred tax liability will be recognized if and when we no longer plan to permanently reinvest these undistributed earnings.

Uncertain Tax Positions

Uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, included in the deferred tax liability on the accompanying Consolidated Balance Sheets of the Company is as follows:

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, included in the deferred tax liability on our accompanying Consolidated Balance Sheets is as follows:

Year Ended March 31,

Beginning balance

$ 92 $ 1,329 $ 64

(Decrease) increase related to prior period tax positions

(92 ) ( 1,272 ) 1,179

Increases related to current period tax positions

Ending balance

$ - $ 92 $ 1,329

As of March 31, 2024, the Company has not recorded any gross unrecognized tax benefits.

The Company recognizes interest and penalties accrued on uncertain income tax positions in other expense and general and administrative expense, respectively.

Interest and penalties included in other long-term liabilities on the accompanying Consolidated Balance Sheets of the Company were $ 0 for each of the years ended March 31, 2024, 2023 and 2022.

The Company does not expect a material change in unrecognized tax benefits or interest in the next 12 months.

The Company files income tax returns in the U.S.

As of March 31, 2025 , we have not recorded any gross unrecognized tax benefits.

We recognize interest and penalties accrued on uncertain income tax positions in other expense and general and administrative expense, respectively.

Interest and penalties included in other long-term liabilities on our accompanying Consolidated Balance Sheets were $0 for each of the years ended March 31, 2025, 2024 and 2023 .

We do not expect a material change in unrecognized tax benefits or interest in the next 12 months.

We file income tax returns in the U.S.

various states and foreign jurisdictions.

In the normal course of business, the Company is subject to examination by taxing authorities throughout the world.

In the normal course of business, we are subject to examination by taxing authorities throughout the world.

The following tax years remain subject to examination:

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As of March 31, 2025 , we are not party to any legal proceeding that management believes could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

As part of the Belyntic acquisition, we agreed to pay the sellers a contingency based upon approval of contractually specified patents.

The estimated fair value of the probable remaining contingent consideration was $ 571 as of March 31, 2024.

As part of the GKE acquisition , we have agreed to pay the GKE sellers approximately $ 9,300 (at March 31, 2024 exchange rates) 18 months following the acquisition date, pending adjustments for potential indemnification losses that may arise.

"Subsequent Events" for further information on debt commitments incurred subsequent to the end of fiscal year 2024.

In April 2025, we paid the GKE sellers $ 9,555 to fully settle the portion of the acquisition price that had been held back against potential indemnification losses.

Segment information is prepared on the same basis that our chief operating decision maker, our CEO, uses to manage our segments, evaluate financial results, and make key operating decisions.

Our four reportable segments are organized primarily by the nature of the goods and services they sell.

We evaluate the performance of our operating segments based on revenues, organic revenues growth, and gross profit.

The accounting policies of the operating segments are the same as those described in Note 1 .

The CODM uses segment revenue, organic revenues growth (non-GAAP), and gross profit to allocate resources and to assess the performance of our segments.

Monthly, the CODM reviews forecast-to-actual and prior-to-current period variances in segment revenue and in segment gross profit when making decisions to allocate capital and personnel to the segments.

Our CODM also reviews operating income, adjusted to exclude non-cash items such as depreciation, amortization and stock based compensation, on a consolidated basis to further manage operations.

The accounting policies of our operating segments are the same as those described in Note 1 .

"Description of Business and Summary of Significant Accounting Policies."

The following tables set forth our segment information:

Sterilization and Disinfection Control (d)

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

Corporate and Other (e)

Total Company

Year Ended March 31, 2025

Revenues (a):

Sterilization and Disinfection Control (b)

$ 93,418 $ 47,081 $ 48,730 $ 51,749 $ - $ 240,978

Clinical Genomics

Depreciation in cost of revenues

1,419 680 224 837 - 3,160

Biopharmaceutical Development

Amortization in cost of revenues

503 765 1,373 - - 2,641

Calibration Solutions

Non-cash GKE inventory step-up amortization

1,232 - - - - 1,232

Total revenues

Other cost of revenues (b)

25,604 19,966 17,220 20,275 10 83,075

Gross profit:

Sterilization and Disinfection Control (b)

Total segment cost of revenues

28,758 21,411 18,817 21,112 10 90,108

Clinical Genomics

Gross Profit (c)

$ 64,660 $ 25,670 $ 29,913 $ 30,637 $ ( 10 ) $ 150,870

Biopharmaceutical Development

Reconciling items:

Operating expense

Operating income

Nonoperating expense, net

Earnings before income taxes

Year Ended March 31, 2024

$ 75,124 $ 52,588 $ 40,712 $ 47,763 $ - $ 216,187

Calibration Solutions

Depreciation in cost of revenues

1,204 937 224 666 - 3,031

Reportable segment gross profit

Amortization in cost of revenues

266 4,448 1,338 - - 6,052

Corporate and Other (c)

Non-cash GKE inventory step-up amortization

1,229 - - - - 1,229

Other cost of revenues (b)

19,123 20,125 13,750 19,550 77 72,625

Reconciling items:

Operating expenses

Total segment cost of revenues

21,822 25,510 15,312 20,216 77 82,937

Operating (loss) income

Gross Profit (c)

$ 53,302 $ 27,078 $ 25,400 $ 27,547 $ ( 77 ) $ 133,250

Reconciling items:

Operating expense

Operating (loss)

Nonoperating expense, net

3,573 3,709 1,128

(Loss) earnings before income taxes

(Loss) before income taxes

$ ( 275,648 )

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

Includes GKE results beginning at acquisition.

The following table sets forth depreciation and amortization expense recorded in costs of revenues and included in the determination of gross profit above.

Increases in the Sterilization and Disinfection Control division are primarily attributable to the GKE acquisition.

Year Ended March 31, 2023

Sterilization and Disinfection Control

$ 64,609 $ 62,299 $ 47,365 $ 44,807 $ - $ 219,080

Clinical Genomics

Depreciation in cost of revenues

818 1,130 314 901 - 3,163

Biopharmaceutical Development

Amortization in cost of revenues

- 5,675 1,121 - - 6,796

Calibration Solutions

Total depreciation and amortization expense in Cost of revenues

Other cost of revenues (b)

17,271 23,009 15,590 19,518 40 75,428

Total segment cost of revenues

18,089 29,814 17,025 20,419 40 85,387

Gross Profit (c)

$ 46,520 $ 32,485 $ 30,340 $ 24,388 $ ( 40 ) $ 133,693

Reconciling items:

Operating expense

Operating income

Nonoperating expense, net

(Loss) before income taxes

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

Revenues as presented are consistent with GAAP measurement principles and our CODM's review of segment information.

Other segment cost of revenues for each reportable segment includes product costs, personnel costs (including stock based compensation), and other manufacturing and overhead costs necessary to produce and sell our products and services, excluding depreciation, amortization, and non-cash inventory step-up amortization expenses.

(c) Gross profit as presented is consistent with GAAP measurement principles and our CODM's review of segment information.

(d) Includes GKE results beginning upon acquisition in fiscal year 2024.

(e) Unallocated corporate expenses and other business activities are reported within Corporate and Other.

Certain depreciation expense classified reflected in Corporate and Other in fiscal years 2024 and 2023 has been recast to conform to current year presentation.

Changes in the Sterilization and Disinfection Control division are primarily attributable to the GKE acquisition consummated in the third quarter of fiscal year 2024.

The following table sets forth net inventories by reportable segment.

Our chief operating decision maker is not provided with any other segment asset information.

The increase in inventories in our Sterilization and Disinfection Control division is primarily due to the GKE acquisition.

In addition to sales of our products, inventories decreased in fiscal year 2025 primarily due to adjustments to realizable value and amortization of non-cash inventory step-up from the GKE acquisition.

Sterilization and Disinfection Control

1 unchanged sentence

Clinical Genomics

11,813 13,985

Biopharmaceutical Development

3 unchanged sentences

The following table sets forth a summary of long-lived assets by geographic area.

Long-lived assets exclude goodwill and intangible assets acquired in a business combination and deferred tax assets.

The increase in long-lived assets in Germany is primarily due to the GKE acquisition.

As of March 31,

Long-lived assets exclude goodwill and intangible assets acquired in a business combination, deferred tax assets and other non-tangible assets.

The increase in long-lived assets in Sweden is primarily due to right of use assets associated with a ten -year operating lease that commenced in fiscal year 2025 related to a facility used by our Biopharmaceutical Development division for manufacturing and administrative purposes.

March 31, March 31,

United States

10 unchanged sentences

$ 240,978 $ 216,187 $ 219,080

Increases in revenues from countries other than the United States and China are primarily attributable to the acquisition of GKE.

No customer accounts for 10% or more of our consolidated revenues.

No foreign country other than China exceeds 10% of total revenues.

Subsequent Events

On April 5, 2024, we entered into separate, privately negotiated purchase agreements with a limited number of holders of our outstanding 2025 Notes.

Pursuant to these purchase agreements, on April 11, 2024, we repurchased $ 75,000 in aggregate principal amount of the 2025 Notes for an aggregate cash purchase price of approximately $ 71,250 , plus accrued and unpaid interest of $ 160 .

We are currently evaluating the appropriate accounting treatments for the repurchase, which will be recorded and disclosed in our upcoming Condensed Consolidated Financial Statements and the Notes thereto for the period ended June 30, 2024.

Under terms of our Credit Facility as amended on April 5, 2024, ( see Note.

8 "Indebtedness"), we borrowed $ 75,000 under the Term Loan effective April 5, 2024 at a rate of 8.4 % as of the borrowing date, largely to fund the repurchase of a portion of our 2025 Notes as described above.

We will be required to make quarterly principal payments on the $75,000 term loan borrowings as follows:

$ 938 each quarter from June 30, 2024 to March 31, 2026;

$ 1,406 each quarter from June 30, 2026 to March 31, 2028;

and $ 1,875 from June 30, 2028 to March 31, 2029.

The remaining unpaid balance of $ 48,750 will be due at maturity in April 2029;

however, we anticipate that we will have the ability to refinance the debt at that time if necessary.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data