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Item 9A. Controls and Procedures

2022-05-31 compared with 2021-06-01 · 54 added, 33 removed, 75 unchanged (54% of the section changed)

2 unchanged sentences

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. 

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, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of March 31, 2022. 

Management's Annual Report on Internal Control Over Financial Reporting

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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.

1 unchanged sentence

Financial Statements and Supplementary Data 

of this form 10-K. 

of this Annual Report on 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.

The Agena Acquisition was completed on October 20, 2021.

The financial results of Agena are included in our consolidated financial statements as of March 31, 2022 and for the year then ended. The Agena business represented $32,840 of revenues and ($7,779) of net loss, respectively, for the year ended March 31, 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 fourth quarter of fiscal year 2022.

There were no other changes during the quarter ended March 31, 2022 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. 

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10. 

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2022 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2022.

Executive Officers and Compensation

Executive Compensation

Incorporated by reference from the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2022.

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The following table presents information regarding options and rights outstanding under our equity compensation plans as of March 31, 2022.

All options reflected are options to purchase common stock.

(a) Number of Securities to be Issued upon Exercising of Outstanding Options and Rights (1)

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The weighted average exercise price in column (b) includes the weighted average exercise price of options only.

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.

Includes 202,627 shares remaining available under the 2021 Equity Plan.

Each share underlying a full value award such as restricted stock or performance shares count as one share 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, 2022.

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Principal Accountant Fees and Services

Plante & Moran , Denver, Colorado , PCAOB ID 166 is the Company's independent registered public accounting firm.

Incorporated by reference from the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2022.

Exhibits and Consolidated Financial Statement Schedules

Exhibits and Financial Statement Schedules

Consolidated Financial Statements

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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.

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:

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:

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:

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:

Open Market Sales Agreement SM dated April 5, 2022 by and among Mesa Laboratories, Inc and Jeffries LLC (incorporated by reference from the Company's Current Report on Form 8-K filed on April 5, 2022).

Agreement and Plan of Merger by and Among Mesa Laboratories, Inc., Sky Bearer Corp., Agena Bioscience, Inc., and Telegraph Hill Partners Management Company, LLC as the Securityholders’ Representative (incorporated by reference from the Company's Current Report on Form 8-K filed on September 14, 2021).

Articles of Incorporation and Amendments to Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 10, 2019).

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 the Company's Current Report on Form 8-K 

filed on August 12, 2019).

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 the Company's Current Report on Form 8-K 

filed on August 12, 2019).

Description of securities registered under section 12.

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 .

Credit Agreement dated as of March 5, 2021 among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 8, 2021).

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:

2006 Stock Compensation Plan (incorporated by reference from Exhibit 10.2.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

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:

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:

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:

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)) .

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:

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:

2014 Equity Plan (incorporated by reference from Exhibit 10.2.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Mesa Laboratories, Inc 2021 Equity Incentive Plan

Form of 2014 Equity Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2014 Equity Plan Option Award Agreement as amended (incorporated by reference from Exhibit 10.3.2 to the Company's Report on Form 10-Q filed on July 31, 2018).

Form of 2014 Equity Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2018).

Form of 2019 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.3.4 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2020 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q 

filed on July 30, 2019).

Form of 2021 Restricted Stock Unit Agreement, issued under the 2014 Equity Plan

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:

Form of 2021 Equity Incentive Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.7 to the Company's form S-8 filed on August 30, 2021).

Form of 2021 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3.8 to the Company's form S-8 filed on August 30, 2021).

Form of Confidentiality, Non-Compete and Non-Solicitation Agreement (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

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) ).

Form of Executive Employment Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2017).

10.5.1 * α

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and Gary Owens  (incorporated by reference from Exhibit 10.5.1 to the Company's Current report on Form 8-K filed on September 29, 2021).

10.5.2 * α

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and John Sakys  (incorporated by reference from Exhibit 10.5.2 to the Company's Current report on Form 8-K filed on September 29, 2021).

10.5.3 * α

Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and Brian Archbold  (incorporated by reference from Exhibit 10.5.4 to the Company's Current report on Form 8-K filed on September 29, 2021).

Subsidiaries of Mesa Laboratories, Inc. 

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.

Consent of Plante & Moran, PLLC .

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

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has entered into an Executive Employment Agreement with each of Gary M.

Owens and John V.

Owens, John V.

Sakys, and Brian Archbold.

+ Filed electronically herewith.

Form 10-K Summary

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.

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Chief Executive Officer, President,

Chief Financial and Chief Accounting Officer,

and Treasurer

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/s/ Shannon Hall

/s/ Shiraz Ladiwala

Shiraz Ladiwala

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-K

Item 9A. Controls and Procedures