MESA LABORATORIES INC /CO/ 10-Q

Item 4. Controls and Procedures   We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.   Evaluation of Disclosure Controls and Procedures   As of December 31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.   Changes in Internal Control over Financial Reporting   The Agena Acquisition was completed on October 20, 2021. The financial results of Agena are included in our unaudited consolidated financial statements as of December 31, 2021 and for the quarter then ended. The Agena business represented approximately $16,485 to revenues and ($4,532) of net loss for the third quarter of fiscal year 2022. As this acquisition occurred in the third quarter of fiscal year 2022, the scope of our assessment of our internal control over financial reporting does not include Agena. This exclusion is in accordance with the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.   During the second quarter of fiscal year 2022, we implemented a new human resources information and payroll system, which is considered to be a key system as part of our internal controls over financial reporting. We continued to integrate the software with our processes, systems, and controls in the third quarter of fiscal year 2022. There were no other changes during the quarter ended December 31, 2021 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.    Page 25 Table of Contents   Part II. Other Information   Item 1. Legal Proceedings   See Note 10. “Commitments and Contingencies” within Item 1. Financial Statements  for information regarding any legal proceedings in which we may be involved.