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, 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   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, 2022, 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, 2022.    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, 2022, which appears in Item 8.  Financial Statements and Supplementary Data  of this Annual Report on Form 10-K.    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 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.    Item 9B. Other Information   None.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   None.   Page 76 Table of Contents   Part III   Item 10.  Directors, Executive Officers and Corporate Governance     Incorporated by reference from the definitive Proxy Statement for our  2022 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2022.   Item 11. 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.   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, 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)     (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     305,854     $ 167.14       202,627   Equity Compensation Plans Not Approved by Security Holders   None       N/A     None   Total     305,854     $ 167.14       202,627       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, 2022. The weighted average exercise price in column (b) includes the weighted average exercise price of options only.   2. 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.   Item 13. Certain Relationships and Related Transactions, and Director Independence   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.     Item 14. 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.   Page 77 Table of Contents Table of Contents       Part IV   Item 15. Exhibits and 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   1.1 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).     2.1 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).     3.1 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).     3.2 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).     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 the Company's Current Report on Form 8-K  filed on August 12, 2019).     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 the Company's Current Report on Form 8-K  filed on August 12, 2019).     4.3 Description of securities registered under section 12.     10.1 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).     10.2.1 * Mesa Laboratories, Inc. 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).     10.2.2 * Mesa Laboratories, Inc. 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).     10.2.3 * Mesa Laboratories, Inc 2021 Equity Incentive Plan     10.3.1 * 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).     10.3.2 * 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).   Page 78 Table of Contents   10.3.3 * 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).     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 the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).     10.3.5 * 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).     10.3.6 * Form of 2021 Restricted Stock Unit Agreement, issued under the 2014 Equity Plan     10.3.7 * 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).     10.3.8 * 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).     10.4 * 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 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).     21.1 Subsidiaries of Mesa Laboratories, Inc.      23.1 Consent of Plante & Moran, PLLC .     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, John V. Sakys, and Brian Archbold. + Filed electronically herewith.   Page 79 Table of Contents   Item 16. Form 10-K Summary   None.   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:  May 31, 2022 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 May 31, 2022 John J. Sullivan               /s/Gary M. Owens   Chief Executive Officer, President, May 31, 2022 Gary M. Owens   and Director           /s/John V. Sakys   Chief Financial and Chief Accounting Officer,  and Treasurer May 31, 2022 John V. Sakys               /s/John B. Schmieder   Director May 31, 2022 John B Schmieder               /s/Jennifer S. Alltoft   Director May 31, 2022 Jennifer S. Alltoft               /s/Evan Guillemin   Director May 31, 2022 Evan Guillemin               /s/ Shannon Hall   Director May 31, 2022 Shannon Hall               /s/ Shiraz Ladiwala   Director May 31, 2022 Shiraz Ladiwala             Page 80