What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-02-04 · 230 added, 354 removed, 384 unchanged (60% of the section changed)

28 unchanged sentences

Accrued payroll and benefits

10,426 17,858

Unearned revenues

3 unchanged sentences

Term loan, current portion

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

Convertible notes, current portion, net of debt issuance costs

97,432 97,297

Total current liabilities

5 unchanged sentences

12,657 12,472

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

65,533 66,902

Revolving line of credit

14,000 10,000

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

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

Total liabilities

15 unchanged sentences

Mesa Laboratories, Inc.

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Income

(in thousands, except per share data)

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

$ 59,543 $ 58,170

Cost of revenues

22,604 20,921

36,939 37,249

Operating expense:

10,933 10,116

General and administrative

17,958 16,818

Research and development

Total operating expense

Operating income (loss)

Non-operating expense:

33,875 31,669

Operating income

Non-operating (income) expense:

Interest expense and amortization of debt issuance costs

(Gain) on extinguishment of convertible senior notes

Other expense (income), net

Total non-operating expense (income), net

(Loss) earnings before income taxes

Income tax (benefit) expense

Net (loss) income

(Loss) earnings per share:

(Gain) on extinguishment of convertible notes

Other (income) expense, net

( 6,146 ) 1,720

Total non-operating (income) expense, net

( 3,948 ) 1,675

Earnings before income taxes

Income tax expense

$ 4,742 $ 3,388

Earnings per share:

$ 0.87 $ 0.63

$ 0.85 $ 0.62

Weighted-average common shares outstanding:

1 unchanged sentence

Mesa Laboratories, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

Net (loss) income

Other comprehensive (loss) income:

Three Months Ended June 30,

$ 4,742 $ 3,388

Other comprehensive income:

Foreign currency translation adjustments

Comprehensive (loss) income

Comprehensive income

$ 10,719 $ 3,840

See accompanying notes to Condensed Consolidated Financial Statements.

6 unchanged sentences

5,455,421 $ 358,541 $ ( 188,936 ) $ ( 9,775 ) $ 159,830

Vesting of restricted stock units and exercise of stock options

Vesting of restricted stock units

57,348 - - - -

10 unchanged sentences

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

Vesting of restricted stock units and exercise of stock options

13,006 - - - -

Tax withholding on vesting of restricted stock units

( 2,306 ) ( 307 ) - - ( 307 )

Dividends paid, $ 0.16 per share

- - ( 866 ) - ( 866 )

Stock-based compensation expense

- 3,837 - - 3,837

Foreign currency translation

- - - 4,632 4,632

- - 3,428 - 3,428

September 30, 2024

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

Vesting of restricted stock units and exercise of stock options

13,780 23 - - 23

Tax withholding on vesting of restricted stock units

( 32 ) ( 3 ) - - ( 3 )

Dividends paid, $ 0.16 per share

- - ( 869 ) - ( 869 )

Stock-based compensation expense

- 3,239 - - 3,239

Foreign currency translation

- - - ( 6,951 ) ( 6,951 )

- - ( 1,676 ) - ( 1,676 )

December 31, 2024

5,433,603 $ 352,788 $ ( 180,952 ) $ ( 16,622 ) $ 155,214

Number of Shares

2 unchanged sentences

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

Vesting of restricted stock units and exercise of stock options

Vesting of restricted stock units

20,858 - - - -

10 unchanged sentences

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

Vesting of restricted stock units and exercise of stock options

7,464 304 - - 304

Tax withholding on vesting of restricted stock units

( 18 ) ( 2 ) - - ( 2 )

Dividends paid, $ 0.16 per share

- - ( 862 ) - ( 862 )

Stock-based compensation expense

- 3,183 - - 3,183

Foreign currency translation

- - - ( 1,353 ) ( 1,353 )

- - ( 1,230 ) - ( 1,230 )

September 30, 2023

5,391,726 $ 337,869 $ 70,699 $ ( 20,809 ) $ 387,759

Vesting of restricted stock units and exercise of stock options

2,415 2 - - 2

Tax withholding on vesting of restricted stock units

( 98 ) ( 12 ) - - ( 12 )

Dividends paid, $ 0.16 per share

- - ( 862 ) - ( 862 )

Stock-based compensation expense

- 2,993 - - 2,993

Foreign currency translation

- - - 10,965 10,965

- - 2,116 - 2,116

December 31, 2023

5,394,043 $ 340,852 $ 71,953 $ ( 9,844 ) $ 402,961

*Accumulated Other Comprehensive Income (Loss).

*Accumulated Other Comprehensive (Loss) Income

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash from operating activities:

$ 4,742 $ 3,388

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property, plant and equipment

Amortization of acquisition-related intangibles

Amortization of intangible assets

Stock-based compensation expense

2 unchanged sentences

Foreign currency adjustments

( 5,986 ) 826

Cash from changes in operating assets and liabilities:

Accounts receivable, net

( 3,290 ) ( 671 )

Prepaid expenses and other assets

( 2,436 ) ( 451 )

Accounts payable

Accrued liabilities and taxes payable

( 5,928 ) ( 1,391 )

Unearned revenues

1 unchanged sentence

Cash flows from investing activities:

Acquisitions, net of cash acquired

Purchases of property, plant and equipment

( 1,009 ) ( 891 )

Net cash (used in) investing activities

( 1,009 ) ( 891 )

Cash flows from financing activities:

Proceeds from the issuance of debt, net

Repayment of debt

Repurchase of convertible debt

Proceeds from debt borrowings

10,500 73,465

Debt repayments

( 7,438 ) ( 9,438 )

GKE acquisition-related holdback payment

Repurchase of convertible notes

Dividends paid

( 873 ) ( 863 )

Other financing, net

Net cash (used in) provided by financing activities

( 1,061 ) ( 1,023 )

Net cash (used in) financing activities

( 8,427 ) ( 9,419 )

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

1,501 ( 175 )

Net (decrease) increase in cash and cash equivalents

( 6,042 ) 258

Cash and cash equivalents at beginning of period

27,321 28,214

Cash and cash equivalents at end of period

Supplemental non-cash activity:

Right of use assets obtained in exchange for lease liabilities

$ 21,279 $ 28,472

See accompanying notes to Condensed C onsolidated Fin ancial Statements.

7 unchanged sentences

We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and Asia Pacific, and by independent distributors in these areas and throughout the rest of the world.

We prefer markets in which we can establish a strong presence and achieve high gross profit margins.

As of December 31, 2024 , we managed our operations in four reportable segments, or divisions:

● Sterilization and Disinfection Control - manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection, and cleaning processes in the medical device, pharmaceutical, and healthcare industries.

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

● Sterilization and Disinfection Control - manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device and healthcare industries.

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, 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 biotherapeutic 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 environmental and process monitoring, dialysis, gas flow, air quality and torque testing.

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 and torque testing.

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

Basis of Presentation

7 unchanged sentences

We made no material changes to the application of our significant accounting policies disclosed in our annual report on Form 10 -K.

This quarterly report should be read in conjunction with the consolidated financial statements included in our annual report on Form 10 -K for the year ended March 31, 2024 .

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

Our fiscal year ends on March 31.

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

Prior Period Reclassifications

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

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

Risks and Uncertainties

1 unchanged sentence

These estimates represent management's judgment about the outcome of future events.

The global business environment continues to be impacted by cost pressures, the overall effects of economic uncertainty, and other factors.

Changes in, and the resulting effects of, potential governmental stimulus or fiscal and monetary policies, interest rates, foreign currency values, supply chains, demand for goods and services, a global or regional recession, or other circumstances cannot be reliably predicted.

The global business environment continues to be impacted by cost pressures, the overall effects of economic uncertainty, regulatory changes, and other factors.

Changes in, and the resulting effects of, potential government trade, stimulus or fiscal and monetary policies, interest rates, foreign currency values, supply chains, demand for goods and services, global or regional recession, or other circumstances cannot be reliably predicted.

Actual results could differ from our estimates.

Recent Accounting Pronouncements

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

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

Recently Issued Accounting Pronouncements

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

2023 - 07, "Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures." ASU No.

2023 - 07 requires all annual disclosures currently required by Topic 280 to be included in interim financial statements 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 ( our fiscal year 2025 for annual periods) and interim periods within fiscal years beginning after December 15, 2024 ( our fiscal year 2026 for interim periods) on a retrospective basis.

Other than presentation changes to our segment footnote, we do not expect the adoption of ASU No.

2023 - 07 to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU No.

4 unchanged sentences

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 Financial Accounting Board ("FASB" issued Accounting Standards Update ("ASU") No.

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

In November 2024, the FASB issued ASU No.

2024 - 03, "Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

2 unchanged sentences

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.

Significant Transactions

GKE - Fiscal Year 2024 Acquisition

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

(“GKE China” and together with GKE GmbH and SAL GmbH, “GKE” or the "GKE acquisition").

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

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

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

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

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

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

Of the total acquisition price, approximately $ 9,000 (at December 31, 2024 exchange rates) is being held back until April 2025 in accordance with the purchase agreement as security against potential indemnification losses ("GKE holdback").

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

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

Three Months Ended

Nine Months Ended

December 31, 2024

$ 6,854 $ 18,971

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

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statements and disclosures, and we currently expect to increase the level of disclosed detail once adopted.

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

7 unchanged sentences

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

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

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

The following tables present disaggregated revenues for the three and nine months ended December 31, 2024 and 2023 , respectively:

Three Months Ended December 31, 2024

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

Three Months Ended June 30, 2025

Sterilization and Disinfection Control

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

$ 20,991 $ 9,866 $ 4,909 $ 1,043 $ 36,809

Hardware and software

52 1,877 4,534 9,333 15,796

2,464 924 2,794 4,053 10,235

Total revenues

$ 23,507 $ 12,667 $ 12,237 $ 14,429 $ 62,840

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

Three Months Ended December 31, 2023

Sterilization and Disinfection Control (1)

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

$ 23,011 $ 3,836 $ 841 $ 8,085 $ 35,773

4 unchanged sentences

$ 25,410 $ 11,486 $ 12,350 $ 10,297 $ 59,543

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

Nine Months Ended December 31, 2024

Three Months Ended June 30, 2024

Sterilization and Disinfection Control

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

$ 60,860 $ 26,156 $ 12,657 $ 2,067 $ 101,740

Hardware and software

365 6,511 14,539 24,067 45,482

7,444 2,903 8,916 12,358 31,621

Total revenues

$ 68,669 $ 35,570 $ 36,112 $ 38,492 $ 178,843

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

Nine Months Ended December 31, 2023

Sterilization and Disinfection Control (1)

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

$ 20,396 $ 3,922 $ 580 $ 8,112 $ 33,010

4 unchanged sentences

$ 22,957 $ 12,008 $ 11,801 $ 11,404 $ 58,170

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

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

Three Months Ended December 31,

Nine Months Ended December 31,

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

Three Months Ended June 30,

United States

1 unchanged sentence

26,468 24,750

26,042 22,936 73,157 59,494

Total revenues

$ 59,543 $ 58,170

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

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

Contract Balances

Our contracts have varying payment terms and conditions.

Some customers prepay for products and services resulting in unearned revenues or customer deposits called contract liabilities.

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

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

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

Some customers prepay for products and services resulting in unearned revenues or customer deposits called contract liabilities, which are included within unearned revenues or other noncurrent liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

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

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

A summary of contract liabilities is as follows:

Contract liabilities as of March 31, 2025

Prior year liabilities recognized in revenues during the nine months ended December 31, 2024

Contract liabilities added during the nine months ended December 31, 2024, net of revenues recognized

Contract liabilities as of December 31, 2024

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

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

Contract liabilities as of June 30, 2025

Fair Value Measurements

2 unchanged sentences

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.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom we make significant sales.

No customers accounted for more than 10% of total trade receivables as of December 31, 2024 .

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.

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

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

"Indebtedness" for further information.

As of December 31, 2024 , we had remaining outstanding $ 97,500 aggregate principal amount of the Notes.

As of June 30, 2025 , we had remaining outstanding $ 97,500 aggregate principal amount of the Notes.

We estimate the fair value of the Notes using Level 2 inputs based on the last actively traded price or observable market input preceding the end of the reporting period.

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

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

December 31, 2024

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

June 30, 2025

March 31, 2025

4 unchanged sentences

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

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

We expect to pay approximately $ 9,000 (at December 31, 2024 exchange rates) for the GKE holdback in April 2025.

We estimate the discounted fair value of consideration held back to be approximately $ 8,900 as of December 31, 2024 based on Level 3 inputs from the acquisition, including discount rate estimates.

We adjust the estimated fair value at each reporting period through earnings.

During fiscal year 2023, we acquired substantially all of the assets and certain liabilities of Belyntic GmbH’s peptide purification business (“the Belyntic acquisition”).

We are obligated to pay contingent consideration of up to $ 1,500 cash upon regulatory approval of certain patent applications.

We estimate the fair value of the remaining contingent consideration is $ 675 , using Level 3 inputs and a probability-weighted outcome analysis based on our expectations of patent approval, leveraging our historical experience and expert input.

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

Additionally, assets such as property and equipment, operating lease assets, goodwill and other intangible assets are adjusted to fair value if determined to be impaired.

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

We recorded no impairments during the three and nine months ended December 31, 2024 or 2023 .

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

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

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

Supplemental Information

Inventories consisted of the following:

December 31, 2024

June 30, 2025

March 31, 2025

7 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

December 31, 2024

June 30, 2025

March 31, 2025

6 unchanged sentences

Accrued payroll and benefits consisted of the following:

December 31, 2024

June 30, 2025

March 31, 2025

Bonus payable

$ 7,803 $ 3,838

Wages and paid-time-off payable

$ 4,013 $ 3,672

Payroll related taxes

Bonus payable

Other benefits payable

1 unchanged sentence

$ 10,426 $ 17,858

The increase in bonus payable is primarily due to our financial performance in fiscal year 2025 compared to fiscal year 2024.

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

Other accrued expenses consisted of the following:

December 31, 2024

June 30, 2025

March 31, 2025

3 unchanged sentences

Income taxes payable

Current acquisition-related holdbacks

GKE acquisition holdback

Total other accrued expenses

$ 16,070 $ 24,601

The increase in other accrued expenses is primarily due to the reclassification of held back Belyntic and GKE acquisition-related consideration from noncurrent liabilities.

Other noncurrent liabilities consisted of the following:

December 31, 2024

March 31, 2024

Noncurrent operating lease liabilities

$ 12,361 $ 6,613

Noncurrent acquisition-related holdbacks

Total other noncurrent liabilities

$ 12,453 $ 15,613

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

Three Months Ended December 31,

Nine Months Ended December 31,

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

Depreciation expense was as follows:

Three Months Ended June 30,

Depreciation expense in cost of revenues

$ 610 $ 788 $ 2,376 $ 2,117

Depreciation expense in operating expense

496 286 1,652 782

Total depreciation expense

$ 1,404 $ 1,404

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

Goodwill and Intangible Assets, Net

Finite-lived intangible assets consisted of the following:

December 31, 2024

Intangible assets other than goodwill consisted of the following:

June 30, 2025

March 31, 2025

9 unchanged sentences

62,849 ( 38,972 ) 23,877 61,192 ( 37,197 ) 23,995

Total finite-lived intangible assets

Total intangible assets

$ 260,414 $ ( 163,013 ) $ 97,401 $ 251,261 $ ( 154,386 ) $ 96,875

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

Three Months Ended December 31,

Nine Months Ended December 31,

Amortization expense for intangible assets was as follows:

Three Months Ended June 30,

Amortization in cost of revenues

$ 660 $ 1,883 $ 1,979 $ 5,367

Amortization in general and administrative

$ 4,553 $ 4,061

Total amortization expense

$ 4,391 $ 7,975 $ 13,002 $ 22,380

The decrease in amortization expense is attributable to impairment losses recorded during the fourth quarter of fiscal year 2024 related to intangible assets within our Clinical Genomics division.

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

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

Amortization Expense

2 unchanged sentences

Sterilization and Disinfection Control

Clinical Genomics

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

March 31, 2025

2 unchanged sentences

4,450 1,632 73 135 6,290

December 31, 2024

June 30, 2025

$ 83,858 $ 49,843 $ 37,286 $ 17,063 $ 188,050

Credit Facility

On March 5, 2021, we entered into a four -year senior secured credit agreement that included 1 ) a revolving credit facility with an aggregate principal amount of up to $ 75,000 (the "Revolver"), 2 ) a swingline loan with an aggregate principal amount not exceeding $ 5,000 , and 3 ) letters of credit with an aggregate stated amount not exceeding $ 2,500 at any time.

The agreement also provided for an incremental term loan or an increase in revolving commitments with a minimum aggregate principal amount of $ 25,000 and a maximum amount of $ 75,000 , subject to the satisfaction of certain conditions and lender considerations.

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

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

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

Extend the maturity of the Credit Facility to April 2029;

Allow proceeds from the Credit Facility to be used to redeem some or all of the Company’s 2025 Notes;

Include a $75,000 senior secured term loan facility (the “Term Loan”), which is subject to principal amortization payments;

Make certain changes to the financial covenants.

In conjunction with the amendment and restatement of the Credit Facility during the nine months ended December 31, 2024, we incurred $ 1,987 of customary lender fees and debt issuance costs paid to third parties, of which $ 1,242 is related to the Revolver and $ 745 is related to the Term Loan.

The fees are being amortized to interest expense through maturity.

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

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

A term loan with a maximum principal amount of $ 75,000 , which is subject to escalating quarterly principal payments (the "Term Loan"),

A swingline loan with an aggregate principal amount not exceeding $ 5,000 , and

Letters of credit with an aggregate stated amount not exceeding $ 2,500 at any time.

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

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

The weighted average interest rate on borrowings under the Credit Facility as of December 31, 2024 was 7.5 %.

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 minimum senior net leverage ratio of 3.5 to 1.

The weighted average interest rate on borrowings under the Credit Facility as of June 30, 2025 was 7.2 %.

The financial covenants in the Credit Facility include a maximum leverage ratio of 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026 and 3.5 to 1.0 on each testing date thereafter.

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

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

As of December 31, 2024 , we were in compliance with all covenants under the Credit Facility.

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

During the three and nine months ended December 31, 2024 , we made required quarterly principal payments on the Term Loan of $ 938 and $ 2,813 , respectively.

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

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

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

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

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

December 31, 2024

June 30, 2025

March 31, 2025

Term Loan ( 7.5 % as of December 31, 2024)

$ 70,313 $ 71,250

discount and debt issuance costs

( 561 ) ( 598 )

current portion

( 4,219 ) ( 3,750 )

Noncurrent portion

As of December 31, 2024 , the outstanding balance under the Revolver was $ 27,000 , and $ 98,000 was available for borrowing.

Subsequent to December 31, 2024 , we repaid an additional $ 4,500 on the Revolver.

$ 65,533 $ 66,902

We recognized interest expense on the Term Loan as follows:

Three Months Ended June 30,

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

$ 1,292 $ 1,439

Amortization of discount and debt issuance costs

Total interest and amortization of discount and debt issuance costs

$ 1,329 $ 1,474

As of June 30, 2025 , the outstanding balance under the Revolver was $ 14,000 , and $ 111,000 was available for borrowing.

Subsequent to June 30, 2025 , we repaid an additional $3,000 on the Revolver.

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

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

In July 2025, we paid $ 77 in unused commitment fees for the three months ended June 30, 2025.

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

Convert ible Notes

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

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

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

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On April 5, 2024, we entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase $ 75,000 aggregate principal amount of the Notes for an aggregate repurchase price of $ 71,250 in cash, plus accrued and unpaid interest of $ 160 .

We accounted for the partial repurchase of the Notes as a debt extinguishment, which resulted in the recognition of a gain on extinguishment of $ 2,887 in other income on the unaudited Condensed Consolidated Statements of Operations during the nine months ended December 31, 2024.

As of December 31, 2024 , $ 97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver.

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

The circumstances necessary for conversion were not met during the three or nine months ended December 31, 2024 .

The Notes will become convertible at any time from and including April 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.

As of December 31, 2024 , the Notes were classified as a current liability on our unaudited Condensed Consolidated Balance Sheets.

The if-converted value of the Notes did not exceed the principal balance as of December 31, 2024 .

We accounted for the partial repurchase of the Notes as a debt extinguishment, which resulted in the recognition of a gain on extinguishment of $ 2,887 in other income on the unaudited Condensed Consolidated Statements of Income during the three months ended June 30, 2024.

As of June 30, 2025 , $ 97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver.

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

Under the terms of the indenture, the Notes became convertible April 15, 2025, and will remain convertible until the close of business on the second scheduled trading day immediately preceding the maturity date ( August 13, 2025).

No Notes have been converted as of the date of this filing.

As of June 30, 2025 , the Notes were classified as a current liability on our unaudited Condensed Consolidated Balance Sheets.

The if-converted value of the Notes did not exceed the principal balance as of June 30, 2025 .

The net carrying amount of the Notes was as follows:

December 31, 2024

June 30, 2025

March 31, 2025

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We recognized interest expense on the Notes as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

Coupon interest expense at 1.375%

$ 335 $ 593 $ 1,037 $ 1,779

Amortization of debt issuance costs

134 231 412 692

Total interest and amortization of debt issuance costs

$ 469 $ 824 $ 1,449 $ 2,471

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

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Stock-Based Compensation

During the nine months ended December 31, 2024 , we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Mesa Laboratories, Inc.

During the three months ended June 30, 2025 , we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Mesa Laboratories, Inc.

Amended and Restated 2021 Equity Incentive Plan, which authorizes the issuance of 660 shares of common stock to eligible participants.

Stock-based compensation expense is included in cost of revenues, selling, general and administrative, and research and development expense in the accompanying unaudited Condensed Consolidated Statements of Operations.

The following is a summary of RSU and PSU award activity for the nine months ended December 31, 2024 :

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

Time-Based Restricted Stock Units

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( 53 ) 114.67 ( 4 ) 174.73

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

180 $ 98.57 125 $ 142.39

1 unchanged sentence

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

The majority of RSUs granted to employees during the nine months ended December 31, 2024 vest in equal installments on the first, second, and third anniversaries of the grant date.

RSUs granted to non-employee directors during the nine months ended December 31, 2024 vest one year from the grant date.

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

RSUs granted to employees during the three months ended June 30, 2025 vest in equal installments on June 15, 2026, June 13, 2027 and June 13, 2028.

We generally recognize the expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period, or for time-based RSUs granted to participants who qualify as retirement-eligible under our plan, over a shortened service period.

We grant PSUs to certain key employees.

The number of shares earned is determined at the end of each performance period based on Mesa's achievement of certain pre-defined targets per the related award agreement.

The outstanding PSUs vest upon completion of the service period described in the award agreement.

We recognize the expense relating to the performance-based RSUs based on the probable outcome of achievement of the performance targets on a straight-line basis over the service period.

During the nine months ended December 31, 2024, 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, then no shares will vest.

The following is a summary of stock option award activity for the nine months ended December 31, 2024 :

Stock Options

Shares Subject to Options

Weighted- Average Exercise Price per Share

Weighted-Average Remaining Contractual Life (Years)

Aggregate Intrinsic Value

Outstanding as of March 31, 2024

194 $ 181.89 3.2 $ 26

Awards granted

Awards forfeited or expired

( 15 ) 150.98

Awards exercised

Outstanding as of December 31, 2024

178 $ 184.55 2.6 $ 287

(Loss) Earnings Per Share

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

Three Months Ended December 31,

Nine Months Ended December 31,

Net (loss) income available for shareholders

The number of shares earned is determined at the end of each performance period based on our achievement of certain pre-defined targets in accordance with the related award agreement.

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

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

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

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

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

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

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

As of June 30, 2025, there were 134 shares subject to options outstanding, with a weighted average exercise price per share of $ 190.87 and a remaining contractual life of 2.8 years.

Our Compensation Committee has not granted options to any plan participants in the past two fiscal years.

Earnings Per Share

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

Three Months Ended June 30,

Net income available for shareholders

$ 4,742 $ 3,388

Weighted average outstanding shares of common stock

5,429 5,393 5,413 5,384

Dilutive effect of stock options

Dilutive effect of RSUs

Dilutive effect of RSUs and PSUs

Fully diluted shares

5,429 5,396 5,464 5,394

Basic (loss) earnings per share

Basic earnings per share

$ 0.87 $ 0.63

Diluted (loss) earnings per share

Diluted earnings per share

$ 0.85 $ 0.62

Potentially dilutive securities include stock options and both time and performance based RSUs (collectively "stock awards"), as well as common shares underlying our Notes.

Stock awards are excluded from the calculation of diluted EPS if they are subject to performance conditions that have not yet been achieved or if they are antidilutive.

Diluted EPS does not consider the impact of potentially dilutive securities in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect in such cases.

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

Three Months Ended December 31,

Nine Months Ended December 31,

Potentially dilutive securities include stock options and unvested time and performance based RSUs (collectively "stock awards"), as well as common shares underlying our Notes.

Stock awards are excluded from the calculation of diluted EPS if they are subject to performance or market conditions that have not yet been achieved as of our reporting date, or if they are antidilutive.

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

Three Months Ended June 30,

Assumed conversion of the Notes

344 608 354 608

Stock awards that were anti-dilutive

406 277 202 223

Total stock awards excluded from diluted EPS

750 885 556 831

Shares underlying the Notes were excluded from the diluted EPS calculation for the three and nine months ended December 31, 2024 and 2023 as the impact of the assumed conversion of the Notes calculated under the if-converted method was antidilutive.

The decrease in assumed conversion of the Notes is related to the partial repayment of the Notes that occurred during the nine months ended December 31, 2024 (see Note 7.

"Indebtedness").

Total securities excluded from diluted EPS

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

We reported an income tax provision as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Income tax (benefit) expense

Three Months Ended June 30,

Income tax expense

$ 2,270 $ 517

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There is a potential for volatility in the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which they relate, changes in tax laws and foreign tax holidays, settlement with taxing authorities, and foreign currency fluctuations.

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

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

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

The effective tax rate for the three months ended June 30, 2025 differed from the statutory federal rate of 21 % primarily due to the valuation allowances previously established on the U.S.

deferred taxes and varying applicable tax rates in foreign jurisdictions.

In July 2025, certain key elements of the Tax Cuts and Jobs Act that were previously temporary were made permanent, including 100% bonus depreciation, the expensing of domestic research costs, and the limitation on business interest expense deductions.

Accounting Standards Codification Topic 740, Income Taxes , requires the effects of enacted changes in tax laws and rates on deferred tax balances to be recognized in the period of enactment.

We are currently evaluating the impact updated regulations will have on our Consolidated Financial Statements beginning in the second quarter of fiscal year 2026.

Commitments and Contingencies

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

As of December 31, 2024 , we are not party to any legal proceeding that management believes could have a material adverse effect on our unaudited consolidated financial position, results of operations, or cash flows.

We expect to pay approximately $ 9,000 (at December 31, 2024 exchange rates) for the GKE holdback in April 2025, pending adjustments for potential indemnification losses that may arise.

The liability is recorded at its discounted fair value of $ 8,900 in other accrued expenses in our unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 .

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

The estimated fair value of the probable remaining contingent consideration was $ 675 as of December 31, 2024 .

On January 2, 2025, a notice of allowance was issued for one of the two remaining pending patents, and we expect to pay the Belyntic sellers $ 563 for the patent within fiscal year 2025 or early in fiscal year 2026, depending upon the final approval date.

We expect the other remaining pending patent will likely be approved within one year of December 31, 2024.

As of June 30, 2025 , we are not party to any legal proceeding that management believes could have a material adverse effect on our unaudited consolidated financial position, results of operations, or cash flows.

S egment Information

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

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

Our CODM uses segment revenues, organic revenues growth (non-GAAP), and gross profit to allocate resources and to assess segment performance.

Monthly, the CODM reviews forecast-to-actual and prior-to-current period variances in segment revenue and in segment gross profit to inform decisions regarding capital and personnel deployment.

Our CODM also reviews non-GAAP adjusted operating income, defined as operating income excluding non-cash items such as depreciation, amortization and stock-based compensation, to further manage operations.

The following tables set forth our segment information:

Three Months Ended December 31,

Nine Months Ended December 31,

Revenues (a):

Sterilization and Disinfection Control (b)

$ 23,507 $ 19,338 $ 68,669 $ 52,345

Three months ended June 30, 2025

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Revenues (a):

$ 25,410 $ 11,486 $ 12,350 $ 10,297 $ 59,543

Biopharmaceutical Development

Depreciation in cost of revenues

450 89 105 166 810

Calibration Solutions

Amortization in cost of revenues

139 372 - 191 702

Total revenues

Other cost of revenues (b)

6,655 4,719 5,203 4,515 21,092

Gross profit:

Sterilization and Disinfection Control (b)

Total segment cost of revenues

7,244 5,180 5,308 4,872 22,604

Clinical Genomics

Gross Profit (c)

$ 18,166 $ 6,306 $ 7,042 $ 5,425 $ 36,939

Reconciling items:

Operating expense

Operating income

Nonoperating (income), net

Earnings before income taxes

Three months ended June 30, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

7,539 5,841 22,665 17,783

Calibration Solutions

8,806 7,212 23,258 20,050

Reportable segment gross profit

Clinical Genomics

Revenues (a):

$ 22,957 $ 12,008 $ 11,801 $ 11,404 $ 58,170

Corporate and other (c)

Depreciation in cost of revenues

419 46 185 212 862

Amortization in cost of revenues

111 345 - 191 647

Reconciling items:

Operating expense

Non-cash GKE inventory step-up amortization

778 - - - 778

Operating income (loss)

Other cost of revenues (b)

6,091 3,658 4,374 4,511 18,634

Non-operating expense (income), net

Total segment cost of revenues

7,399 4,049 4,559 4,914 20,921

(Loss) earnings before income taxes

Gross Profit (c)

$ 15,558 $ 7,959 $ 7,242 $ 6,490 $ 37,249

Reconciling items:

Operating expense

Operating income

Nonoperating expense, net

Earnings before income taxes

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

Includes post-acquisition GKE results during the three and nine months ended December 31, 2024 and 2023 beginning on October 16, 2023 for GKE GmbH and SAL GmbH, and beginning on January 1, 2024 for GKE China.

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 any non-cash inventory step-up amortization expense.

(c) Gross profit as presented is consistent with GAAP measurement principles and our CODM's review of segment information.

The following table sets forth inventories by reportable segment.

Our chief operating decision maker is not provided with and does not regularly review any other segment asset information.

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

Sterilization and Disinfection Control

$ 6,269 $ 5,545

Clinical Genomics

10,709 11,813

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Total inventories

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

What changed 10-Q

Item 1. Financial Statements