MESA LABORATORIES INC /CO/ 10-K

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to reasonably ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as March 31, 2021.    Management's Annual Report on Internal Control Over Financial Reporting   Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.    Management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2021, using the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of  March 31, 2021.    Our independent auditor, Plante & Moran, PLLC, a registered public accounting firm, is appointed by the Audit Committee of our Board of Directors, subject to ratification by our shareholders. Plante & Moran, PLLC has issued an unqualified opinion on the effectiveness of our internal controls over financial reporting as of March 31, 2021, which appears in Item 8.  Financial Statements and Supplementary Data  of this form 10-K.    Changes in internal control over financial reporting   The GPT Acquisition was completed on October 31, 2019, and the financial results of GPT are included in our Consolidated Financial Statements as of March 31, 2020 and for the period then ended, and as of March 31, 2021 and for the year then ended. During the time since acquisition, we have assessed the control environment of GPT; made certain changes to GPT's internal controls over financial reporting, including design changes that were required as we brought GPT onto our enterprise resource planning tool; and performed testing over the operating effectiveness of many of GPT's internal controls. We now consider GPT to be included in the scope of our assessment of internal controls over financial reporting.   Item 9B. Other Information   None.   Page 58 Table of Contents   Part III   Item 10.  Directors, executive officers and Corporate Governance     Incorporated by reference from the definitive Proxy Statement for our  2021 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2021.   Item 11. Executive Officers and Compensation   Incorporated by reference from the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2021.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   Securities Authorized for Issuance Under Equity Compensation Plans   The following table presents information regarding options and rights outstanding under our equity compensation plans as of March 31, 2021. All options reflected are options to purchase common stock.       (a) Number of Securities to be Issued upon Exercising of Outstanding Options and Rights (1)     (b) Weighted-Average Exercise Price of Outstanding Options and Rights (1)     (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (2)   Equity Compensation Plan Approved by Security Holders     339,944     $ 129.55       44,039   Equity Compensation Plans Not Approved by Security Holders   None       N/A     None   Total     339,944     $ 129.55       44,039       1. Includes shares issuable in connection with awards with performance conditions, which will be issued based on achievement of performance criteria associated with the awards, with the number of shares issuable dependent on our level of performance. We have accounted for the shares based on the current achievement as of March 31, 2021. The weighted average exercise price in column (b) includes the weighted average exercise price of options only.   2. Includes 44,039 shares remaining available under the 2014 Equity Plan. Each share underlying a full value awards such as restricted stock, or performance shares count as five shares used against the total number of securities authorized under the plan.   Additional information for this item is incorporated by reference from the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2021.   Item 13. Certain Relationships and Related Transactions, and Director Independence   Incorporated by reference from the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2021.   Item 14. Principal Accountant Fees and Services   Incorporated by reference from the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2021.   Page 59 Table of Contents   Part IV   Item 15. Exhibits and Consolidated Financial Statement Schedules   a) Consolidated Financial Statements   The Consolidated Financial Statements of the Registrant listed on the accompanying index (please see Item 8. Financial Statements and Supplementary Data)  are filed as part of this Annual Report.   All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the notes to the Consolidated Financial Statements.   b) Exhibits   3.1 Articles of Incorporation and Amendments to Articles of Incorporation (incorporated by reference from exhibit 3.1 to Mesa Laboratories, Inc.’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     3.2 Amended and Restated Bylaws of Mesa Laboratories, Inc. (incorporated by reference from exhibit 3.1 to the Current Report on Form 8-K filed on May 10, 2019 (Commission File Number: 000-11740)).     4.1 Base Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from exhibit 4.1 to Mesa Laboratories Inc.'s report on Form 8-K  filed on August 12, 2019 (Commission File Number: 000-11740)).     4.2 First Supplemental Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from exhibit 4.2 to Mesa Laboratories Inc.'s report on Form 8-K  filed on August 12, 2019 (Commission File Number: 000-11740)).     4.3 Description of securities registered under section 12 .     10.1 Credit Agreement dated as of March 5, 2021 among Mesa Laboratories, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent .     10.2.1 * Mesa Laboratories, Inc. 2006 Stock Compensation Plan (incorporated by reference from Exhibit 10.2.1 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     10.2.2 * Mesa Laboratories, Inc. 2014 Equity Plan (incorporated by reference from Exhibit 10.2.2 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     10.3.1 * Form of 2014 Equity Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.1 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     10.3.2 * Form of 2014 Equity Plan Option Award Agreement as amended (incorporated by reference from Exhibit 10.3.2 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).   Page 60 Table of Contents   10.3.3 * Form of 2014 Equity Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to Mesa Laboratories, Inc.’s report on Form 8-K filed on June 11, 2018 (Commission File Number: 000-11740)) .     10.3.4 * Form of 2019 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.3.4 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     10.3.5 * Form of 2020 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from exhibit 10.1 to Mesa Laboratories Inc.'s report on Form 10-Q  filed on July 30, 2019 (Commission File Number: 000-11740)).     10.3.6* Form of 2021 Restricted Stock Unit Agreement, issued under the 2014 Equity Plan .     10.4 * Form of Confidentiality, Non-Compete and Non-Solicitation Agreement (incorporated by reference from Exhibit 10.4 to Mesa Laboratories, Inc’s report on Form 10-Q filed on July 31, 2018 (Commission File Number: 000-11740)).     10.5 * α Form of Executive Employment Agreement (incorporated by reference from Exhibit 10.1 to Mesa Laboratories, Inc.’s report on Form 8-K filed on April 11, 2017 (Commission File Number 000-11740) ).     21.1 Subsidiaries of Mesa Laboratories, Inc.      23.1 Consent of Plante & Moran, PLLC, independent registered public accounting firm, to the incorporation by reference in the Registration Statements on Form S-8 (file numbers 333-206551, 333-186893 and 333-152210) and Form S-3 (file number 333-225451) of their report dated June 1, 2021, included in the Registrant's Annual Report on Form 10-K for the year ended March 31, 2021.     31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).     31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).     32.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350.     32.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350.     101.INS+ Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH+ Inline XBRL Taxonomy Extension Schema Document. 101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104+ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).   * Indicates a management contract or compensatory plan, contract or arrangement. α Mesa Laboratories, Inc. has entered into an Executive Employment Agreement with each of Gary M. Owens and John V. Sakys. + Filed electronically herewith.   Page 61 Table of Contents   Signatures   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.        MESA LABORATORIES, INC.         Registrant                   Date: June 1, 2021 By: /s/  Gary M. Owens       Gary M. Owens         Chief Executive Officer       Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.     Name   Title Date         /s/John J. Sullivan, Ph.D.   Chairman of the Board of Directors June 1, 2021 John J. Sullivan               /s/Gary M. Owens   Chief Executive Officer, President, June 1, 2021 Gary M. Owens   and Director           /s/John V. Sakys   Chief Financial and Chief Accounting Officer, June 1, 2021 John V. Sakys   and Treasurer           /s/John B. Schmieder   Director June 1, 2021 John B Schmieder               /s/Jennifer S. Alltoft   Director June 1, 2021 Jennifer S. Alltoft               /s/Evan Guillemin   Director June 1, 2021 Evan Guillemin               /s/David M. Kelly   Director June 1, 2021 David M. Kelly               /s/ Shannon Hall   Director June 1, 2021 Shannon Hall             Page 62