mlab20260630

mlab20260630_10q.htm

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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No: 0-11740

MESA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

	Colorado		84-0872291
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification number)

	12100 West Sixth Avenue
	Lakewood, Colorado		80228
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 987-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date:

There were 5,595,869 shares of the Issuer’s common stock, no par value, outstanding as of August 3, 2026.

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Table of Contents

Part I. Financial Information		1

	Item 1. Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	23
	Item 4. Controls and Procedures	23

Part II. Other Information		24

	Item 1. Legal Proceedings	24
	Item 1A. Risk factors	24
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 5. Other Information	24
	Item 6. Exhibits	25
	Signatures	26
	Exhibit 31.1 Certifications Pursuant to Rule 13a-14(a)
	Exhibit 31.2 Certifications Pursuant to Rule 13a-14(a)
	Exhibit 32.1 Certifications Pursuant to Rule 13a-14(b) and 18 U.S.C Section 1350
	Exhibit 32.2 Certifications Pursuant to Rule 13a-14(b) and 18 U.S.C Section 1350

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Part I. Financial Information

Item 1. Financial Statements

Mesa Laboratories, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share amounts)

	*June 30,*			*March 31,*
	*2026*			*2026*
ASSETS
Current assets:
Cash and cash equivalents	$	30,695		$	26,928
Accounts receivable, less allowance for credit losses of $1,852 and $2,569, respectively		34,409			44,099
Inventories		27,229			26,373
Prepaid expenses and other current assets		10,515			8,868
Total current assets		102,848			106,268
Noncurrent assets:
Property, plant and equipment, net of accumulated depreciation of $31,113 and $30,115, respectively		30,088			30,613
Deferred tax asset		1,488			1,501
Other assets		20,360			19,155
Customer relationships, net		59,594			63,211
Other intangibles, net		18,808			20,136
Goodwill		186,038			186,863
Total assets	$	419,224		$	427,747

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,459		$	4,928
Accrued payroll and benefits		13,179			19,006
Unearned revenue		14,523			14,723
Other accrued expenses		16,536			17,616
Term loan, current portion		5,625			5,625
Total current liabilities		57,322			61,898
Noncurrent liabilities:
Deferred tax liability		20,046			20,085
Non-current operating lease liabilities		15,852			13,662
Term loan, noncurrent portion, net of debt issuance costs		59,994			61,357
Revolving line of credit		77,250			84,500
Total liabilities		230,464			241,502
Stockholders’ equity:
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,595,780 and 5,524,931 shares, respectively		376,749			375,348
(Accumulated deficit)		(183,801	)		(185,747	)
Accumulated other comprehensive (loss)		(4,188	)		(3,356	)
Total stockholders’ equity		188,760			186,245
Total liabilities and stockholders’ equity	$	419,224		$	427,747

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

	*Three Months Ended June 30,*
	*2026*		*2025*
Revenue	$	60,138	$	59,543
Cost of revenue		21,126		22,604
Gross profit		39,012		36,939
Operating expense:
Selling		9,872		10,933
General and administrative		17,384		17,958
Research and development		4,725		4,984
Total operating expense		31,981		33,875
Operating income		7,031		3,064
Non-operating expense (income):
Interest expense and amortization of debt issuance costs		2,363		2,198
Other expense (income), net		315		(6,146	)
Total non-operating expense (income), net		2,678		(3,948	)
Earnings before income taxes		4,353		7,012
Income tax expense		1,523		2,270
Net income	$	2,830	$	4,742

Earnings per share:
Basic	$	0.50	$	0.87
Diluted	$	0.49	$	0.85

Weighted-average common shares outstanding:
Basic		5,657		5,465
Diluted		5,757		5,553

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)

	*Three Months Ended June 30,*
	*2026*			*2025*

Net income	$	2,830		$	4,742
Other comprehensive (loss) income:
Foreign currency translation adjustments		(832	)		5,977
Comprehensive income	$	1,998		$	10,719

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(dollars in thousands, except per share data)

	*Common Stock*
	*Number of Shares*			*Amount*			*(Accumulated Deficit)*			AOCI*			*Total*
March 31, 2026		5,524,931		$	375,348		$	(185,747	)	$	(3,356	)	$	186,245
Vesting of restricted stock units		80,974			-			-			-			-
Tax withholding on vesting of net restricted stock units		(10,125	)		(958	)		-			-			(958	)
Dividends paid, $0.16 per share		-			-			(884	)		-			(884	)
Stock-based compensation expense		-			2,359			-			-			2,359
Foreign currency translation		-			-			-			(832	)		(832	)
Net income		-			-			2,830			-			2,830
June 30, 2026		5,595,780		$	376,749		$	(183,801	)	$	(4,188	)	$	188,760

	*Common Stock*
	*Number of Shares*			*Amount*			*(Accumulated Deficit)*			AOCI*			*Total*
March 31, 2025		5,455,421		$	358,541		$	(188,936	)	$	(9,775	)	$	159,830
Vesting of restricted stock units		57,348			-			-			-			-
Tax withholding on vesting of net restricted stock units		(11,315	)		(1,061	)		-			-			(1,061	)
Dividends paid, $0.16 per share		-			-			(873	)		-			(873	)
Stock-based compensation expense		-			3,881			-			-			3,881
Foreign currency translation		-			-			-			5,977			5,977
Net income		-			-			4,742			-			4,742
June 30, 2025		5,501,454		$	361,361		$	(185,067	)	$	(3,798	)	$	172,496

*Accumulated Other Comprehensive (Loss) Income

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	*Three Months Ended June 30,*
	*2026*			*2025*
Cash flows from operating activities:
Net income	$	2,830		$	4,742
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		1,253			1,404
Amortization of intangible assets		4,392			4,553
Stock-based compensation expense		2,359			3,881
Foreign currency adjustments		354			(5,986	)
Other		623			1,250
Cash from changes in operating assets and liabilities:
Accounts receivable, net		9,778			3,436
Inventories		(1,533	)		(3,290	)
Prepaid expenses and other assets		(2,276	)		(2,436	)
Accounts payable		2,424			212
Accrued liabilities and taxes payable		(5,297	)		(5,928	)
Unearned revenue		(171	)		55
Net cash provided by operating activities		14,736			1,893
Cash flows from investing activities:
Purchases of property, plant and equipment		(559	)		(1,009	)
Net cash (used in) investing activities		(559	)		(1,009	)
Cash flows from financing activities:
Proceeds from debt borrowings		10,000			10,500
Debt repayments		(18,656	)		(7,438	)
GKE acquisition-related holdback payment		-			(9,555	)
Dividends paid		(884	)		(873	)
Tax withholding on vesting of net restricted stock units		(958	)		(1,061	)
Net cash (used in) financing activities		(10,498	)		(8,427	)
Effect of exchange rate changes on cash and cash equivalents		88			1,501
Net increase (decrease) in cash and cash equivalents		3,767			(6,042	)
Cash and cash equivalents at beginning of period		26,928			27,321
Cash and cash equivalents at end of period	$	30,695		$	21,279

Supplemental non-cash activity:
Right of use assets obtained in exchange for lease liabilities		$	1,062			$	511

See accompanying notes to Condensed Consolidated Financial Statements.

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Mesa Laboratories, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(dollar and share amounts in thousands, unless otherwise specified)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

In this Quarterly Report on Form 10-Q, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries, is collectively referred to as “we,” “us,” “our,” the “Company,” or “Mesa.”

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. 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 the Asia Pacific region, and by independent distributors throughout the world.

As of June 30, 2026, 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 sterility assurance testing and laboratory services, primarily to dental and pharmaceutical customers.

	●	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, gas flow, and environmental and process monitoring.

●

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

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. In the opinion of management, such unaudited information includes all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of our financial position and results of operations. The results of operations for interim periods are not necessarily indicative of results that may be achieved for the entire year. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements include the accounts of Mesa and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have made no material changes to the application of significant accounting policies disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. This report should be read in conjunction with the consolidated financial statements included in that report.

Our fiscal year ends on March 31. References in this report to a particular “year” or “quarter” refer to our fiscal year or fiscal quarters, respectively. Unless otherwise indicated, amounts shown in this report are in thousands.

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Risks and Uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect reported amounts of assets and liabilities at the reporting date and revenue and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressures, economic uncertainties, 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. Refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Recent Accounting Pronouncements

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

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments—Credit Losses (Topic 326): Improvements to the Measurement of Credit Losses for Receivables and Contract Assets. ASU 2025-05 introduces a practical expedient that removes the requirement to incorporate macroeconomic forecasts into the estimation of expected credit losses. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. We adopted the ASU effective April 1, 2026 on a prospective basis and elected the practical expedient allowing us to assume conditions as of the balance sheet date will remain unchanged for the remaining life of the asset. This adoption did not have a material impact on our consolidated financial statements, allowance for credit losses or related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. ASU 2025-06 modernizes accounting for costs incurred in the development of internal-use software by eliminating the requirement to evaluate distinct development stages. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. ASU 2025-06 permits prospective, retrospective or modified retrospective adoption. Early adoption is permitted as of the beginning of an entity's annual reporting period. We early adopted the ASU effective April 1, 2026, on a prospective basis. This adoption did not have a material impact on our consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU is effective for fiscal years beginning after December 15, 2026 (our fiscal year 2028 for annual periods) and interim periods within fiscal years beginning after December 15, 2027 (our fiscal year 2029 for interim periods), with early adoption and prospective or retrospective application permitted. We intend to adopt ASU 2024-03 prospectively, and we expect to disclose additional detail regarding the nature and classification of certain categories of expense once adopted.

Note 2. Revenue

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

Hardware sales include physical products such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, data loggers, and process challenge devices. Hardware may be offered with accompanying perpetual or annual software licenses, which in some cases are required for the hardware to function.

Consumables are single-use products 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 and chemical indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

Revenue from hardware and consumables are recognized upon transfer of control to the customer. Control of hardware and consumables sold in the U.S. and Asia Pacific typically transfers at the point of shipment, whereas control of products sold in Europe more typically occurs upon delivery to the customer site.

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

We disclose revenue consistently with how management evaluates the business, i.e., based on business unit and the nature of goods and services provided.

The following tables present disaggregated revenue for the quarters ended June 30, 2026 and 2025, respectively:

	*Three Months Ended June 30, 2026*
	*Sterilization and Disinfection Control*		*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*		*Total*

Consumables	$	21,925	$	4,303	$	810	$	7,739	$	34,777
Hardware and software		96		4,898		7,681		1,450		14,125
Services		2,484		2,858		4,794		1,100		11,236
Total revenue	$	24,505	$	12,059	$	13,285	$	10,289	$	60,138

	*Three Months Ended June 30, 2025*
	*Sterilization and Disinfection Control*		*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*		*Total*

Consumables	$	23,011	$	3,836	$	841	$	8,085	$	35,773
Hardware and software		89		4,288		6,975		1,217		12,569
Services		2,310		3,362		4,534		995		11,201
Total revenue	$	25,410	$	11,486	$	12,350	$	10,297	$	59,543

Revenue 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,*
	*2026*		*2025*
United States	$	29,743	$	27,646
China		5,437		5,429
Other		24,958		26,468
Total revenue	$	60,138	$	59,543

No foreign country exceeded 10% of total revenue for the quarter ended June 30, 2026.

Contract Liabilities

Our contracts have varying payment terms and conditions. Some customers prepay for products and services, resulting in contract liabilities recorded as unearned revenue or within other noncurrent liabilities in our unaudited Condensed Consolidated Balance Sheets. The significant majority of our revenue, related receivables and contract liabilities arise from contracts with original durations of twelve months or less. Contract liabilities are recognized as revenue as we satisfy our obligations under the terms of the contracts.

A summary of contract liabilities is as follows:

Contract liabilities as of March 31, 2026	$	14,723
Prior year liabilities recognized in revenue during the three months ended June 30, 2026		(3,917	)
Contract liabilities added during the three months ended June 30, 2026, net of revenue recognized		3,717
Contract liabilities as of June 30, 2026	$	14,523

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Note 3. Fair Value Measurements and Concentrations of Credit Risk

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, obligations under trade accounts payable, and debt. Due to their short-term nature, the carrying values of cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value and are classified within Level 1 of the fair value hierarchy.

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

There were no nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the quarter ended June 30, 2026.

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 cash holdings 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 June 30, 2026.

Note 4. Supplemental Information

Inventories consisted of the following:

	*June 30, 2026*		*March 31, 2026*
Raw materials	$	15,721	$	14,873
Work in process		765		925
Finished goods		10,743		10,575
Total inventories	$	27,229	$	26,373

Prepaid expenses and other current assets consisted of the following:

	*June 30, 2026*		*March 31, 2026*
Prepaid expenses	$	4,353	$	2,785
Deposits		1,542		1,644
Prepaid income taxes		142		819
Other current assets		4,478		3,620
Total prepaid expenses and other current assets	$	10,515	$	8,868

Accrued payroll and benefits consisted of the following:

	*June 30, 2026*		*March 31, 2026*
Wages and paid-time-off payable	$	4,258	$	3,333
Bonus payable		3,101		10,509
Payroll related taxes		2,942		2,317
Severance		2,273		2,294
Other benefits payable		605		553
Total accrued payroll and benefits	$	13,179	$	19,006

Other accrued expenses consisted of the following:

	*June 30, 2026*		*March 31, 2026*
Accrued business taxes	$	6,663	$	6,950
Current operating lease liabilities		2,630		3,687
Income taxes payable		4,975		4,745
Other		2,268		2,234
Total other accrued expenses	$	16,536	$	17,616

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Depreciation expense was as follows:

	*Three Months Ended June 30,*
	*2026*	*2025*
Depreciation expense in cost of revenue	$