Mesa Laboratories(MLAB) - 2026 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) This section presents Mesa Laboratories, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, income, comprehensive income, stockholders' equity, and cash flow statements, along with detailed accounting notes Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :---------------------------- | | Total Assets | $435,743 | $433,348 | | Total Liabilities | $263,247 | $273,518 | | Total Stockholders' Equity | $172,496 | $159,830 | | Cash and cash equivalents | $21,279 | $27,321 | | Accounts receivable, net | $39,068 | $41,970 | | Inventories | $28,106 | $25,365 | | Convertible notes, current portion | $97,432 | $97,297 | - Total assets increased by $2,395 thousand from March 31, 2025, to June 30, 2025, while total liabilities decreased by $10,271 thousand, leading to a $12,666 thousand increase in total stockholders' equity[10] Condensed Consolidated Statements of Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (YoY) | | :--------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :----------- | | Revenues | $59,543 | $58,170 | +2.4% | | Cost of revenues | $22,604 | $20,921 | +8.0% | | Gross profit | $36,939 | $37,249 | -0.8% | | Operating expense | $33,875 | $31,669 | +7.0% | | Operating income | $3,064 | $5,580 | -45.1% | | Earnings before income taxes | $7,012 | $3,905 | +79.6% | | Income tax expense | $2,270 | $517 | +339.1% | | Net income | $4,742 | $3,388 | +40.0% | | Basic EPS | $0.87 | $0.63 | +38.1% | | Diluted EPS | $0.85 | $0.62 | +37.1% | - Net income increased by 40.0% year-over-year, primarily driven by a significant increase in 'Other (income) expense, net' which swung from an expense of $1,720 thousand in 2024 to an income of $(6,146) thousand in 2025, largely due to foreign currency gains[12][121] Condensed Consolidated Statements of Comprehensive Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net income | $4,742 | $3,388 | | Foreign currency translation adjustments | $5,977 | $452 | | Comprehensive income | $10,719 | $3,840 | - Comprehensive income significantly increased to $10,719 thousand in Q1 FY2026 from $3,840 thousand in Q1 FY2025, primarily due to a substantial increase in foreign currency translation adjustments from $452 thousand to $5,977 thousand[15] Condensed Consolidated Statements of Stockholders' Equity | Metric | March 31, 2025 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :---------------------------- | :--------------------------- | :-------------------- | | Total Stockholders' Equity | $159,830 | $172,496 | +$12,666 | | Common Stock Amount | $358,541 | $361,361 | +$2,820 | | Accumulated Deficit | $(188,936) | $(185,067) | +$3,869 | | Accumulated Other Comprehensive (Loss) Income (AOCI) | $(9,775) | $(3,798) | +$5,977 | - The increase in total stockholders' equity was driven by net income of $4,742 thousand, stock-based compensation expense of $3,881 thousand, and positive foreign currency translation of $5,977 thousand, partially offset by dividends paid of $873 thousand and tax withholding on restricted stock units of $1,061 thousand[18] Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (YoY) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :----------- | | Net cash provided by operating activities | $1,893 | $10,743 | -$8,850 | | Net cash (used in) investing activities | $(1,009) | $(891) | -$118 | | Net cash (used in) financing activities | $(8,427) | $(9,419) | +$992 | | Effect of exchange rate changes on cash | $1,501 | $(175) | +$1,676 | | Net (decrease) increase in cash and cash equivalents | $(6,042) | $258 | -$6,300 | | Cash and cash equivalents at end of period | $21,279 | $28,472 | -$7,193 | - Net cash provided by operating activities decreased significantly by $8.8 million year-over-year, primarily due to lower gross margins, higher cash payments for accrued bonuses and commissions, and increased inventory purchases for tariff strategy[140][144] - Cash used in financing activities decreased by $992 thousand, mainly due to higher debt borrowings ($10.5 million in 2025 vs. $73.5 million in 2024) and lower debt repayments ($7.4 million in 2025 vs. $9.4 million in 2024), partially offset by a $9.6 million GKE acquisition-related holdback payment in 2025[21] Notes to Condensed Consolidated Financial Statements Note 1. Description of Business and Summary of Significant Accounting Policies - Mesa Laboratories, Inc. is a global leader in life sciences tools and quality control solutions for regulated applications in pharmaceutical, healthcare, and medical device industries, with manufacturing in the US and Europe, and sales in North America, Europe, and Asia Pacific[23] - The company operates in four reportable segments: Sterilization and Disinfection Control, Biopharmaceutical Development, Calibration Solutions, and Clinical Genomics[24][26] - The FASB issued ASU No. 2023-09 (Income Taxes) effective for fiscal years beginning after December 15, 2024 (FY2026), and ASU No. 2024-03 (Expense Disaggregation) effective for fiscal years beginning after December 15, 2026 (FY2028), which are expected to increase disclosure detail but not materially impact consolidated financial statements[29][30] Note 2. Revenue - Revenue is generated from hardware sales (instruments, software licenses), consumables (single-use products critical for instrument use or standalone), and services (maintenance, calibration, testing)[31][32][33] Revenue by Category | Revenue Category | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | YoY Change | | :----------------------- | :----------------------- | :----------------------- | :--------- | | Consumables | $35,773 | $33,010 | +8.4% | | Hardware and software | $12,569 | $14,075 | -10.7% | | Services | $11,201 | $11,085 | +1.0% | | Total Revenues | $59,543 | $58,170 | +2.4% | Geographic Revenue | Geographic Revenue | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | YoY Change | | :----------------------- | :----------------------- | :----------------------- | :--------- | | United States | $27,646 | $26,861 | +2.9% | | China | $5,429 | $6,559 | -17.3% | | Other | $26,468 | $24,750 | +6.9% | | Total Revenues | $59,543 | $58,170 | +2.4% | - Contract liabilities (unearned revenues) increased slightly from $14,803 thousand as of March 31, 2025, to $15,087 thousand as of June 30, 2025, with $4,385 thousand of prior year liabilities recognized as revenue[37] Note 3. Fair Value Measurements - Cash and cash equivalents, trade accounts receivable, and trade accounts payable are classified as Level 1 fair value due to their short-term nature[38] - The company's 1.375% convertible notes due August 15, 2025, with an outstanding principal of $97,500 thousand, are valued using Level 2 inputs, with fair value approximating $96,708 thousand as of June 30, 2025[40][41] - The carrying amounts of the term loan and revolving line of credit approximate fair value due to variable interest rates[41] Note 4. Supplemental Information Inventory by Category | Inventory Category | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------- | :--------------------------- | :---------------------------- | | Raw materials | $16,089 | $14,775 | | Work in process | $626 | $560 | | Finished goods | $11,391 | $10,030 | | Total inventories | $28,106 | $25,365 | Accrued Payroll and Benefits | Accrued Payroll and Benefits | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :--------------------------- | :--------------------------- | :---------------------------- | | Wages and paid-time-off payable | $4,013 | $3,672 | | Payroll related taxes | $3,277 | $2,475 | | Bonus payable | $2,269 | $10,891 | | Other benefits payable | $867 | $820 | | Total | $10,426 | $17,858 | - Accrued payroll and benefits decreased significantly from $17,858 thousand to $10,426 thousand, primarily due to the payment of fiscal year 2025 bonuses in June 2025[44] - Other accrued expenses decreased from $24,601 thousand to $16,070 thousand, mainly due to the settlement of the GKE acquisition holdback liability in April 2025[45] Note 5. Goodwill and Intangible Assets, Net Intangible Assets | Intangible Asset | June 30, 2025 Net Carrying Amount (in thousands) | March 31, 2025 Net Carrying Amount (in thousands) | | :----------------------- | :----------------------------------------------- | :------------------------------------------------ | | Customer relationships | $73,524 | $72,880 | | Other intangibles | $23,877 | $23,995 | | Total intangible assets | $97,401 | $96,875 | Amortization Expense | Amortization Expense | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | | :--------------------------- | :----------------------- | :----------------------- | | Amortization in cost of revenues | $702 | $647 | | Amortization in general and administrative | $3,851 | $3,414 | | Total | $4,553 | $4,061 | - Goodwill increased from $181,760 thousand as of March 31, 2025, to $188,050 thousand as of June 30, 2025, primarily due to a $6,290 thousand effect of foreign currency translation[47] Note 6. Indebtedness - The Credit Facility, maturing in April 2029, includes a $125,000 thousand revolving credit facility (Revolver) and a $75,000 thousand term loan, with a weighted average interest rate of 7.2% as of June 30, 2025[48][49][52] - The company was in compliance with all Credit Facility covenants as of June 30, 2025, including a maximum leverage ratio of 4.0 to 1.0 and a minimum fixed charge coverage ratio of 1.25 to 1.0[50] - As of June 30, 2025, $14,000 thousand was outstanding under the Revolver, with $111,000 thousand available for borrowing, and the Term Loan had a net carrying amount of $65,533 thousand[51][53] - Convertible Notes with an aggregate principal of $97,500 thousand remained outstanding as of June 30, 2025, maturing on August 15, 2025, and were classified as a current liability[56][57][58] Note 7. Stockholders' Equity Stock Awards | Stock Award Type | Outstanding as of March 31, 2025 (Shares) | Awards Granted (Shares) | Awards Distributed (Shares) | Outstanding as of June 30, 2025 (Shares) | | :--------------------------- | :---------------------------------------- | :---------------------- | :-------------------------- | :--------------------------------------- | | Time-Based Restricted Stock Units | 145 | 90 | (53) | 180 | | Performance-Based Restricted Stock Units | 85 | 44 | (4) | 125 | - RSUs granted in Q1 FY2026 vest in equal installments over three years (June 2026, 2027, 2028), while PSUs granted (FY26 PSUs) have a grant date fair value of $99.56 per unit and are subject to service and market-based performance conditions over a period from June 15, 2025, to June 15, 2028[62][64] - As of June 30, 2025, there were 134 shares subject to options outstanding, with a weighted average exercise price of $190.87 and a remaining contractual life of 2.8 years[65] Note 8. Earnings Per Share EPS Metrics | EPS Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Basic earnings per share | $0.87 | $0.63 | | Diluted earnings per share | $0.85 | $0.62 | | Weighted average outstanding shares (Basic) | 5,465 | 5,397 | | Fully diluted shares | 5,553 | 5,424 | - Potentially dilutive securities, including 344 shares from assumed conversion of Notes and 161 anti-dilutive stock awards, were excluded from diluted EPS calculation for Q1 FY2026[67] Note 9. Income Taxes Income Tax Metrics | Income Tax Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------ | :------------------------------- | :------------------------------- | | Income tax expense | $2,270 | $517 | | Effective tax rate | 32.4% | 13.2% | - The effective tax rate increased significantly to 32.4% in Q1 FY2026 from 13.2% in Q1 FY2025, primarily due to prior year valuation allowance adjustments related to German operations and an increase in German statutory taxes[69][70] - The company is evaluating the impact of updated regulations from the Tax Cuts and Jobs Act, which made 100% bonus depreciation, expensing of domestic research costs, and business interest expense deduction limitations permanent, on its financial statements starting in Q2 FY2026[71] Note 10. Commitments and Contingencies - As of June 30, 2025, Mesa Laboratories, Inc. is not party to any legal proceeding that management believes could have a material adverse effect on its financial position, results of operations, or cash flows[72] Note 11. Segment Information - The company's four reportable segments are Sterilization and Disinfection Control, Biopharmaceutical Development, Calibration Solutions, and Clinical Genomics, managed by the CEO based on segment revenues, organic revenues growth, and gross profit[73] Segment Revenues and Gross Profit | Segment | Q1 FY2026 Revenues (in thousands) | Q1 FY2025 Revenues (in thousands) | Q1 FY2026 Gross Profit (in thousands) | Q1 FY2025 Gross Profit (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------------ | :------------------------------------ | | Sterilization and Disinfection Control | $25,410 | $22,957 | $18,166 | $15,558 | | Biopharmaceutical Development | $11,486 | $12,008 | $6,306 | $7,959 | | Calibration Solutions | $12,350 | $11,801 | $7,042 | $7,242 | | Clinical Genomics | $10,297 | $11,404 | $5,425 | $6,490 | | Total | $59,543 | $58,170 | $36,939 | $37,249 | Segment Inventories | Segment Inventories | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Sterilization and Disinfection Control | $6,269 | $5,545 | | Biopharmaceutical Development | $5,944 | $4,934 | | Calibration Solutions | $5,887 | $5,110 | | Clinical Genomics | $10,006 | $9,776 | | Total inventories | $28,106 | $25,365 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations for the three months ended June 30, 2025, covering overall performance, strategy, market trends, segment results, expenses, non-operating items, taxes, liquidity, capital, dividends, goodwill, cash flows, and critical accounting estimates Overview - Mesa Laboratories is a global leader in life sciences tools and quality control solutions for regulated applications in pharmaceutical, healthcare, and medical device industries, operating through four reportable segments[79][80] Corporate Strategy - The company's corporate strategy focuses on creating stakeholder value by growing organically and through acquisitions, improving operating efficiency using the 'Mesa Way' (a lean-based system for continuous improvement), and hiring, developing, and retaining top talent[82][84][85][88] - Organic revenue growth is driven by customer base expansion, increased sales volumes, new product offerings, and price increases, while acquisitions expand product offerings, industries served, and global scale[83][84] - Efficiency improvements are pursued in manufacturing, commercial, engineering, and administrative operations, including process automation and artificial intelligence[85][87] General Trends - Approximately 54% of revenues were earned outside the United States in Q1 FY2026, highlighting global operations and exposure to varied economic environments, regulatory changes, and foreign currency fluctuations[90] - Revenues increased 2.4% year-over-year in Q1 FY2026, driven by organic growth in Sterilization and Disinfection Control and Calibration Solutions, partially offset by declines in Clinical Genomics and Biopharmaceutical Development[91] - Gross profit as a percentage of revenues decreased by 2.0 percentage points to 62.0% in Q1 FY2026, and operating expenses increased by 7.0%, influenced by the weakening U.S. dollar, tariffs, and inflationary pressures[92] - Tariffs, particularly between the U.S. and China, and international policy changes have created uncertainty, contributing to delays in customer purchasing decisions, especially impacting Biopharmaceutical Development and Clinical Genomics[93][94] Results of Operations | Metric | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | Total Change | | :------------------------ | :----------------------- | :----------------------- | :----------- | | Revenues | $59,543 | $58,170 | +2.4% | | Gross profit | $36,939 | $37,249 | -0.8% | | Operating expense | $33,875 | $31,669 | +7.0% | | Operating income | $3,064 | $5,580 | -45.1% | | Net income | $4,742 | $3,388 | +40.0% | Reportable Segments | Segment | Q1 FY2026 Revenues | Q1 FY2025 Revenues | Organic Revenues Growth (Q1 FY2026) | Gross Profit % (Q1 FY2026) | Gross Profit % (Q1 FY2025) | | :-------------------------------- | :----------------- | :----------------- | :---------------------------------- | :------------------------- | :------------------------- | | Sterilization and Disinfection Control | $25,410 | $22,957 | 10.7% | 71.5% | 67.8% | | Biopharmaceutical Development | $11,486 | $12,008 | (4.3%) | 54.9% | 66.3% | | Calibration Solutions | $12,350 | $11,801 | 4.7% | 57.0% | 61.4% | | Clinical Genomics | $10,297 | $11,404 | (9.7%) | 52.7% | 56.9% | | Total | $59,543 | $58,170 | 2.4% | 62.0% | 64.0% | - Sterilization and Disinfection Control revenues increased 10.7% due to strong commercial execution, increased sales volumes, order fulfillment from backlog, and favorable euro exchange rates, with gross profit percentage increasing by 3.7 points[101][102] - Biopharmaceutical Development revenues decreased 4.3% due to timing of immunoassays orders and macroeconomic/tariff uncertainty, leading to an 11.4 percentage point drop in gross profit margin due to unfavorable product mix (lower-margin peptides) and Swedish krona appreciation[104][105] - Calibration Solutions revenues increased 4.7% driven by contract renewals and price increases, but gross profit percentage decreased by 4.4 points due to increased labor costs, manufacturing input costs (tariffs), and product mix[107][108] - Clinical Genomics revenues decreased 9.7% primarily due to lower sales in China amid macroeconomic, regulatory, and tariff uncertainty, despite an 18.6% increase in U.S. revenues, resulting in a 4.2 percentage point decrease in gross profit margin[110][111] Operating Expense - Total operating expense increased 7.0% for Q1 FY2026 compared to the prior year, influenced by the weakening U.S. dollar against the euro and Swedish krona[113] Operating Expense Categories | Operating Expense Category | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | Total Change | | :--------------------------- | :----------------------- | :----------------------- | :----------- | | Selling expense | $10,933 | $10,116 | +8.1% | | General and administrative | $17,958 | $16,818 | +6.8% | | Research and development | $4,984 | $4,735 | +5.3% | - Selling expense increased 8.1% due to investments in additional personnel for organic growth, General and administrative expense rose 6.8% primarily from higher personnel costs and increased non-cash stock-based compensation, partially offset by lower consulting fees, and R&D expenses increased slightly by 5.3% due to purchases of supplies for project-specific activities[115][117][119] Non-Operating (Income) Expense, Net Non-Operating Items | Non-Operating Item | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | Total Change | | :---------------------------------------- | :----------------------- | :----------------------- | :----------- | | Interest expense and amortization of debt issuance costs | $2,198 | $2,842 | (22.7%) | | (Gain) on extinguishment of convertible senior notes | $0 | $(2,887) | N/A | | Other (income) expense, net | $(6,146) | $1,720 | (457.3%) | | Non-operating (income) expense, net | $(3,948) | $1,675 | (335.7%) | - Non-operating income swung from an expense of $1,675 thousand in Q1 FY2025 to an income of $(3,948) thousand in Q1 FY2026, primarily due to unrealized foreign currency gains of approximately $6.1 million from an intercompany loan as the U.S. dollar weakened against the euro[121] - Interest expense decreased by 22.7% due to lower outstanding balances on the revolving line of credit and lower interest rates on floating rate debt, but is expected to increase in future quarters as convertible notes mature and are replaced by higher-rate revolver borrowings[122] Income Taxes Income Tax Metrics | Income Tax Metric | Q1 FY2026 | Q1 FY2025 | Total Change | | :------------------ | :-------- | :-------- | :----------- | | Income tax expense | $2,270 | $517 | +339.1% | | Effective tax rate | 32.4% | 13.2% | +19.2 pt | - The effective income tax rate increased to 32.4% from 13.2% year-over-year, mainly due to prior year valuation allowance adjustments related to German operations and an increase in German statutory taxes in the current fiscal year[124] Net Income - Net income for Q1 FY2026 was $4,742 thousand, influenced by $4.6 million in non-cash amortization of intangible assets, $3.9 million in stock-based compensation expense, $1.4 million in depreciation expense, and $6.2 million in currency gains[126] Liquidity and Capital Resources - The company's liquidity sources include cash from operations, cash and cash equivalents on hand ($21.3 million as of June 30, 2025), and available borrowings under its Credit Facility ($111.0 million available on the Revolver as of June 30, 2025)[128][130][132] - The company had negative working capital of $(51.2) million as of June 30, 2025, primarily due to the classification of $97.5 million in convertible notes as a current liability, which mature in August 2025[130] - Principal debt payments due within the next twelve months total $101.7 million, which the company plans to fund using cash on hand, Revolver draws, and operating cash flows[132] - The company expects to incur approximately $12.3 million in cash interest expense over the next twelve months, adjusted for scheduled principal payments and anticipated borrowings[133] Dividends - Mesa Laboratories has paid regular quarterly dividends since 2003, with $0.16 per share paid during Q1 FY2026 and a similar dividend declared for September 15, 2025[136] Goodwill Impairment Testing - As of June 30, 2025, the company concluded that its five goodwill reporting units (Sterilization and Disinfection Control, Immunoassays (BPD), Peptides (BPD), Calibration Solutions, and Clinical Genomics) were not impaired[137] - The Clinical Genomics and Peptides reporting units remain sensitive to significant changes in assumptions and have a heightened risk of future impairment losses, with estimated fair values exceeding carrying values by approximately 40% and 20%, respectively, as of January 1, 2025[138][139] - The carrying values of goodwill and other intangible assets for Clinical Genomics were $17.1 million and $8.9 million, respectively, and for Peptides were $13.7 million and $0.8 million, respectively, as of June 30, 2025[139] Cash Flows Cash Flow Activities | Cash Flow Activity | Q1 FY2026 (in thousands) | Q1 FY2025 (in thousands) | | :-------------------------------- | :----------------------- | :----------------------- | | Net cash provided by operating activities | $1,893 | $10,743 | | Net cash (used in) investing activities | $(1,009) | $(891) | | Net cash (used in) financing activities | $(8,427) | $(9,419) | - The $8.8 million decrease in operating cash flows was primarily due to lower gross margins, higher cash payments for accrued bonuses and commissions, and increased inventory purchases as part of the tariff strategy[140][144] - Cash used in financing activities decreased by $992 thousand, with $10.5 million borrowed under the Revolver largely to fund a $9.6 million GKE acquisition-related holdback payment, and $7.4 million in debt repayments[140] Recent Accounting Pronouncements - For a discussion of new accounting standards impacting the Company, refer to Note 1. 'Description of Business and Summary of Significant Accounting Policies' in Item I. Financial Statements (Unaudited)[141] Contractual Obligations and Other Commercial Commitments - As of June 30, 2025, the company had contractual obligations for open purchase orders of approximately $14.2 million, with the substantial majority payable within one year[142] Critical Accounting Estimates - Critical accounting estimates, such as those used in goodwill impairment testing, involve complex, subjective assessments and assumptions about uncertain matters, which are discussed in the Annual Report on Form 10-K[145] Non-GAAP Measures - The company uses organic revenues growth, a non-GAAP measure defined as reported revenues growth excluding revenues from recent acquisitions, to facilitate comparability and provide insight into performance and growth trends[146] Organic Revenues Growth (non-GAAP) | Segment | Total Revenues Growth (Q1 FY2026) | Impact of Acquisitions (Q1 FY2026) | Organic Revenues Growth (non-GAAP) (Q1 FY2026) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | :--------------------------------------------- | | Sterilization and Disinfection Control | 10.7% | -% | 10.7% | | Biopharmaceutical Development | (4.3%) | -% | (4.3%) | | Calibration Solutions | 4.7% | -% | 4.7% | | Clinical Genomics | (9.7%) | -% | (9.7%) | | Total Company | 2.4% | -% | 2.4% | Item 3. Quantitative and Qualitative Disclosures about Market Risk This section refers to the company's Annual Report on Form 10-K for detailed information on market risk exposure, noting no material changes during the three months ended June 30, 2025 - There were no material changes to the company's market risk exposure during the three months ended June 30, 2025, as detailed in the Annual Report on Form 10-K[148] Item 4. Controls and Procedures This section details the company's disclosure controls and procedures, confirming their effectiveness as of June 30, 2025, and stating no material changes to internal control over financial reporting during the period Evaluation of Disclosure Controls and Procedures - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[150] Changes in Internal Control Over Financial Reporting - There were no changes to the company's internal control over financial reporting during the three months ended June 30, 2025, that materially affected or are reasonably likely to materially affect it[151] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note 10 of the financial statements for information regarding legal proceedings, indicating no material adverse effects on the company's financial position - For information regarding legal proceedings, refer to Note 10. 'Commitments and Contingencies' within Item 1. Financial Statements[153] Item 1A. Risk Factors This section states that there were no material changes to the risk factors previously described in the company's Annual Report on Form 10-K - No material changes occurred to the risk factors described in Part I, Item 1A. Risk Factors of the Annual Report on Form 10-K for the year ended March 31, 2025, during the three months ended June 30, 2025[154] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides information on the company's purchases of equity securities, primarily related to tax withholding obligations on restricted stock awards, and notes no purchases under its share repurchase plan Shares Purchased | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--------- | :------------------------------- | :--------------------------- | | April 2025 | 2 | $124.64 | | May 2025 | - | - | | June 2025 | 11,313 | $93.71 | | Total | 11,315 | $93.72 | - Shares purchased during the period were transferred from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock awards[155] - No shares were purchased under the company's publicly announced share repurchase plan, which allows for the repurchase of up to 300,000 common shares[155] Item 5. Other Information This section confirms that no directors or officers entered into new or amended Rule 10b5-1(c) plans for securities transactions during the reporting period - No directors or officers entered into new or amended written plans for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) during the three months ended June 30, 2025[156] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including articles of incorporation, bylaws, restricted stock unit agreements, executive employment agreement amendments, certifications, and XBRL documents - The exhibits include corporate governance documents (Amended and Restated Articles of Incorporation, Bylaws), equity incentive plan agreements (Restricted Stock Unit Agreement, Performance Stock Unit Agreement), executive employment agreement amendments, certifications (Sarbanes-Oxley Act Sections 302 and 906), and XBRL interactive data files[160] Signatures This section contains the official signatures of Mesa Laboratories, Inc.'s Chief Executive Officer and Chief Financial Officer, certifying the filing of the report - The report is duly signed by Gary M. Owens, Chief Executive Officer, and John V. Sakys, Chief Financial Officer, on August 5, 2025[162]