form-10qsb_063004
Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission File Number 0-11740
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MESA LABORATORIES, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
COLORADO 84-0872291
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO 80228
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(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (303) 987-8000
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act, during the past 12 months and (2) has
been subject to the filing requirements for the past 90 days. Yes X No ___. ---
State the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date:
There were 3,073,982 shares of the Issuer's common stock, no par value,
outstanding as of June 30, 2004.
ITEM 1. FINANCIAL STATEMENTS FORM 10-QSB
MESA LABORATORIES, INC.
BALANCE SHEETS
(UNAUDITED)
ASSETS JUNE 30, 2004 MARCH 31, 2004
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CURRENT ASSETS
Cash and Cash Equivalents ............... $ 5,068,000 $ 4,670,000
Short-term Investments .................. 2,059,000 2,098,000
Accounts Receivable, Net ................ 1,915,000 1,603,000
Inventories ............................. 2,090,000 2,099,000
Prepaid Expenses and Other .............. 148,000 267,000
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TOTAL CURRENT ASSETS .............. 11,280,000 10,737,000
PROPERTY, PLANT & EQUIPMENT, NET .......... 1,262,000 1,285,000
OTHER ASSETS
Goodwill and Other ...................... 4,208,000 4,208,000
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TOTAL ASSETS .............................. $16,750,000 $16,230,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ........................ $ 133,000 $ 110,000
Accrued Salaries & Payroll Taxes ........ 323,000 409,000
Other Accrued Expenses .................. 77,000 68,000
Taxes Payable ........................... 255,000 70,000
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TOTAL CURRENT LIABILITIES ............... 788,000 657,000
LONG TERM LIABILITIES
Deferred Income Taxes Payable ........... 189,000 189,000
STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value ........... -- --
Common Stock, No Par Value;
authorized 8,000,000 shares;
issued and outstanding,
3,073,982 shares (6/30/04)
and 3,072,815 shares (3/31/04) ......... 1,307,000 1,330,000
Retained Earnings ....................... 14,466,000 14,054,000
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TOTAL STOCKHOLDERS' EQUITY .............. 15,773,000 15,384,000
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ...................... $16,750,000 $16,230,000
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MESA LABORATORIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Three Months
Ended Ended
June 30, 2004 June 30, 2003
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Sales .......................................... $ 2,539,000 $ 2,253,000
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Cost of Goods Sold ............................. 936,000 806,000
Selling, General & Administrative .............. 563,000 585,000
Research and Development ....................... 94,000 68,000
Other (Income) and Expenses .................... (15,000) (13,000)
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1,578,000 1,446,000
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Earnings Before Income Taxes ................... 961,000 807,000
Income Taxes ................................... 336,000 284,000
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Net Income ..................................... $ 625,000 $ 523,000
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Net Income Per Share (Basic) ................... $ .20 $ .17
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Net Income Per Share (Diluted) ................. $ .20 $ .17
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Average Common Shares Outstanding (Basic) ...... 3,071,000 3,077,000
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Average Common Shares Outstanding (Diluted) .... 3,171,000 3,158,000
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MESA LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Three Months
Ended Ended
June 30, 2004 June 30, 2003
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Cash Flows From Operating Activities:
Net Income ...................................... $ 625,000 $ 523,000
Depreciation and Amortization ................... 23,000 26,000
Change in Assets and Liabilities-
(Increase) Decrease in Accounts Receivable ... (312,000) 366,000
(Increase) Decrease in Inventories ........... 9,000 52,000
(Increase) Decrease in Prepaid Expenses ...... 119,000 93,000
Increase (Decrease) in Accounts Payable ...... 23,000 (28,000)
Increase (Decrease) in Accrued Liabilities ... 108,000 108,000
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Net Cash (Used) Provided by Operating
Activities ...................................... 595,000 1,140,000
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Cash Flows From Investing Activities:
(Increase) Decrease in Short-term Investments ... 39,000 --
Capital Expenditures, Net of Retirements ........ -- (2,000)
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Net Cash (Used) Provided by Investing Activities . 39,000 (2,000)
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Cash Flows From Financing Activities:
Dividends Paid .................................. (154,000) --
Treasury Stock Purchases ........................ (94,000) (321,000)
Proceeds From Stock Options Exercised ........... 12,000 2,000
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Net Cash (Used) Provided by Financing Activities . (236,000) (319,000)
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Net Increase (Decrease) In Cash and Equivalents .. 398,000 819,000
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Cash and Cash Equivalents at Beginning of Period . 4,670,000 4,761,000
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Cash and Cash Equivalents at End of Period ....... $ 5,068,000 $ 5,580,000
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MESA LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003
NOTE A. SUMMARY OF ACCOUNTING POLICIES
The summary of the Issuer's significant accounting policies are
incorporated by reference to the Company's annual report on Form 10KSB, at March
31, 2004.
The accompanying unaudited condensed financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the results of operations, financial position and cash flows.
The results of the interim period are not necessarily indicative of the results
for the full year.
NOTE B. STOCK BASED COMPENSATION
The Company has stock based compensation plans, which are described more
fully in Note 7 of the Company's annual report on Form 10KSB, at March 31, 2004.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
Accordingly, no compensation cost has been recognized for the stock option
plans. Had compensation cost for the Company's stock option plans been
determined based on the fair value at the grant date for awards in fiscal 2005
and 2004 consistent with the provisions of SFAS No. 123, the Company's net
earnings and earnings per share for the fiscal first quarter would have been
reduced to the pro forma amount indicated below:
June 30,
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2004 2003
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Net income - as reported ....................... $ 625,000 $ 523,000
Net income - pro forma ......................... $ 625,000 $ 462,000
Income per diluted share - as reported ......... $ .20 $ .17
Income per diluted share - pro forma ........... $ .20 $ .15
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants: dividend yield of N/A (2005) and 0% (2004);
expected volatility of approximately N/A (2005) and 14% (2004); discount rate of
N/A (2005)and 3.0% (2004); and expected lives of 5 years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Mesa Laboratories, Inc. manufactures and distributes electronic measurement
systems for various niche applications, including renal treatment, food
processing, medical sterilization, pharmaceutical processing and other
industrial applications. Our Company follows a philosophy of manufacturing a
high quality product and providing a high level of on-going service for those
products. In order to optimize the performance of our Company and to build the
value of the Company for its shareholders, we continually follow the trend of
various key financial indicators. A sample of some of the most important of
these indicators is presented in the following table.
Key Financial Indicators
For The Quarters Ended June 30,
2004 2003 2002 2001
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Cash and Investments ...... $ 7,127,000 $5,580,000 $4,163,000 $2,208,000
Trade Receivables ......... $ 1,933,000 $1,793,000 $1,819,000 $2,884,000
Days Sales Outstanding .... 63 68 73 116
Inventory ................. $ 2,090,000 $2,277,000 $2,421,000 $2,557,000
Inventory Turns ........... 1.8 1.4 1.3 1.2
Working Capital ........... $10,492,000 $9,245,000 $7,405,000
Current Ratio ............. 14:1 15:1 19:1 18:1
Average Return On:
Stockholder Investment(1) 16.0% 14.3% 12.0% 14.0%
Assets .................. 15.2% 13.7% 11.5% 13.3%
Invested Capital (2) .... 28.3% 22.0% 16.4% 16.9%
Net Sales ................. $ 2,539,000 $ 2,253,000 $2,052,000 $2,060,000
Gross Profit .............. $ 1,603,000 $ 1,447,000 $1,241,000 $1,266,000
Gross Margin .............. 63% 64% 60% 62%
Operating Income .......... $ 946,000 $ 794,000 $ 610,000 $ 604,000
Operating Margin .......... 37% 35% 30% 29%
Net Profit ................ $ 625,000 $ 523,000 $ 420,000 $ 454,000
Net Profit Margin ......... 25% 23% 20% 22%
Earnings Per Diluted
Share .................... $ .20 $ .17 $ .12 $ .13
Capital
Expenditures(Net) ........ $ -- $ 2,000 $ 23,000 $ 4,000
Head Count ................ 48.5 47.5 49.5 53.5
Sales Per Employee ........ $ 209,000 $ 190,000 $ 166,000 $ 154,000
(1) Average return on stockholder investment is calculated by dividing total
net income by the average of end of year and beginning of year total
stockholder's equity.
(2) Average return on invested capital (invested capital = total assets -
current liabilities - cash and short-term investments) is calculated by
dividing total net income by the average of end of year and beginning of
year invested capital.
While we continually try to optimize the overall performance and trends,
the table above does highlight various exceptions. These exceptions are usually
influenced by a more important need. A review of the table above shows a very
high Trade Receivables balance and high Days Sales Outstanding in fiscal 2001.
At the time that these indicators were showing below average performance, we had
recently completed the acquisition of Automata Instruments, Inc., and a large
amount of our administrative resources were being focused on improvements to
systems, work flows and new customer satisfaction.
Results of Operations
Net Sales
Net sales for the first quarter of fiscal 2005 increased 13 percent from
fiscal 2004. In real dollars, net sales of $2,539,000 in fiscal 2005 increased
$286,000 from $2,253,000 in 2004.
Our revenues come from two main sources, which include product revenues and
parts and service revenues. Parts and service revenues are derived from on-going
repair and recalibration or certification of our products. The certification or
recalibration of product is usually a key component of the customer's own
quality system and many of our customers operate in regulated industries, such
as food processing or medical and pharmaceutical processing. For this reason,
these revenues tend to be fairly stable and grow slowly over time. During the
first quarter of fiscal years 2005 and 2004 our Company had parts and service
revenue of $726,000 and $643,000. As a percentage of total revenue, parts and
service revenues were 29% in 2005 and 29% in 2004.
The performance of new product sales is dependent on several factors,
including general economic conditions in the United States and abroad, capital
spending trends and the introduction of new products. Over the past two fiscal
years, general economic conditions have been starting to improve, and more
recently, capital spending has also begun to improve. New products released to
the market over the past two fiscal years include the Datatrace Micropack III
temperature loggers during the middle of fiscal 2003 and the Datatrace Micropack
III humidity and pressure loggers at the end of fiscal 2004. All three loggers,
temperature, humidity and pressure, utilize a common PC Interface system and
operating software. For this reason, we believe that some customer purchasing
decisions were probably delayed into fiscal 2005, as those customers awaited
introduction of the humidity and pressure loggers. For fiscal years 2005 and
2004 product sales for our company were $1,813,000 and $1,610,000.
Over the fiscal first quarter, our medical revenues increased 13 percent
compared to the prior period. This increase was due to higher sales throughout
all of our product and service. The smallest sales gain was experienced by our
line of hand-held dialysate meters. Currently, research and development efforts
are in process to further enhance this line of products.
During the fiscal first quarter, sales of the Datatrace brand of products
increased six percent over the prior year. At the end of fiscal 2004, we
released our latest version of user software and shipped initial units of the
Micropack III humidity and pressure loggers to customers. These new products
will allow customers who measure more than one parameter in their process to
program and retrieve data from the same PC Interface device. During April the
company began introduction of its new 4-20 milliamp logger. This user scalable
logging device is completely new and will allow users to log the 4-20 milliamp
output of various fixed monitors within their process and correlate that data to
the product data collected by our loggers. In this way the user may bring
additional data parameters into their analysis without compromising data
integrity as required by various regulatory bodies.
During the fiscal first quarter, sales of the Nusonics line of ultrasonic
fluid measurement systems increased by 66 percent. This is a continuation of the
increasing sales trend begun last fiscal year, but at this time Nusonics
products still contribute less than 10 percent of our total sales.
Cost of Sales
Cost of sales as a percent of net sales during the first fiscal quarter
increased 1.1 percent from fiscal 2004 to 36.9 percent. Most of our products
enjoy gross margins in excess of 55%. Due to the fact that the dialysis products
have sales concentrations to several companies that maintain large chains of
treatment centers, the products that are sold to the renal market tend to be
slightly more price sensitive than the data logging products. Therefore, shifts
in product mix toward higher sales of Datatrace logging products will tend to
produce lower cost of good sold expense and higher gross margins while shifts
toward higher sales of medical products will normally produce the opposite
effect on cost of goods sold expense and gross margins.
Over the current fiscal quarter, our Company experienced a higher growth
rate in its medical sales, which led to a slight increase in cost of goods sold
expense as a percent of sales compared to the prior year period. In addition we
saw an increase in Datatrace export sales, which are sold at a discount to the
company's international distributors and produce a lower gross margin.
Selling, General and Administrative
General and administrative expenses tend to be fairly fixed and stable from
year-to-year. To the greatest extent possible, we work at containing and
minimizing these costs. Total administrative costs were $244,000 for the fiscal
first quarter and $235,000 in the prior year quarter, which represents a $9,000
or four percent increase from fiscal 2004 to fiscal 2005. Higher compensation
costs and auditor's fees during the quarter were off-set by lower personnel
recruiting fees.
Our selling and marketing costs tend to be far more variable in relation to
sales, although there are various exceptions. Some of these exceptions include
the introduction of new products and the mix of international sales to domestic
sales. For a product line experiencing introduction of a new product, costs will
tend to be higher as a percent of sales due to higher advertising costs and
sales training programs. Our Company's international sales are usually
discounted and recorded at the net discounted price, so that a change in mix
between international and domestic sales may influence sales and marketing
costs. One other major influence on sales and marketing costs is the mix of
domestic medical sales to all other domestic sales. Domestic medical sales are
made by direct telemarketing representatives, which gives us a lower cost
structure, when compared to the independent representative sales channels
utilized by our other products.
In dollars, selling costs were $319,000 in the first fiscal quarter and
$350,000 in the same prior year quarter. As a percent of sales, selling cost
were 12.6% in the current quarter and 15.5% in the prior year quarter. During
the current fiscal quarter, most of the decrease in selling expense was due to a
decrease in costs associated with the Datatrace logging products. Part was due
to decreased commissions due to a higher mix of international sales and the
remainder was due to lower advertising expense. The decrease in advertising
expense was due to lower new advertising development costs and the timing of
trade shows which will be attended during the next quarter.
Research and Development
Company sponsored research and development cost was $94,000 during the
first fiscal quarter and $68,000 during the previous year period. We are
currently trying to execute a strategy of increasing the flow of internally
developed products. This strategy has led to the introduction of two new
Datatrace logging products in fiscal 2004 and a third Datatrace logging product
early in fiscal 2005. Work has also begun on a new generation of our dialysate
meter line of products. This has led to the increased research and development
spending during the current quarter.
Net Income
Net income increased 20 percent to $625,000 or $.20 per share on a diluted
basis during the quarter from $523,000 or $.17 per share on a diluted basis in
the previous year period. Net income growth was due primarily to the increase in
revenues and were further helped by the decrease in sales and marketing costs.
Liquidity and Capital Resources
On June 30, 2004, we had cash and short term investments of $7,127,000. In
addition, we had other current assets totaling $4,153,000 and total current
assets of $11,280,000. Current liabilities of our Company were $788,000 which
resulted in a current ratio of 14:1.
Our Company has made no capital acquisitions during the first fiscal
quarter. We have instituted a program to repurchase up to 300,000 shares of our
outstanding common stock. Under the plan, the shares may be purchased from time
to time in the open market at prevailing prices or in negotiated transactions
off the market. Shares purchased will be canceled and repurchases will be made
with existing cash reserves. We do not maintain a set policy or schedule for our
buyback program. Most of our stock buybacks have occurred during periods when
the price to earnings multiple has been near historical low points, or during
times when selling activity in the stock is out of balance with buying demand.
On November 12, 2003 our Board of Directors instituted a policy of paying
regular quarterly dividends. On June 15, 2004, a quarterly dividend of $.05 per
common share was paid to shareholders of record on June 1, 2004.
Our Company invests its surplus capital in various interest bearing
instruments, including money market funds, short-term treasuries and municipal
bonds. All investments are fixed dollar investments with variable rates in order
to minimize the risk of principal loss. In some cases, additional guarantees of
the investment principal are provided in the form of bank letters of credit.
The Company does not currently maintain a line of credit or any other form
of debt. Nor does the Company guarantee the debt of any other entity. The
Company has maintained a long history of surplus cash flow from operations. This
surplus cash flow has been used in the past to fund acquisitions and stock
buybacks and is currently being partially utilized to fund our on-going
dividend. If interesting candidates come to our attention, we may chose to
pursue new acquisitions.
Contractual Obligations
At June 30, 2004 our only contractual obligations were open purchase orders
for routine purchases of supplies and inventory, which would be payable in less
than one year.
Forward Looking Statements
All statements other than statements of historical fact included in this
annual report regarding our Company's financial position and operating and
strategic initiatives and addressing industry developments are forward-looking
statements. Where, in any forward-looking statement, the Company, or its
management, expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. Factors which
could cause actual results to differ materially from those anticipated, include
but are not limited to general economic, financial and business conditions;
competition in the data logging market; competition in the kidney dialysis
market; competition in the fluid measurement market; the discontinuance of the
practice of dialyzer reuse; the business abilities and judgment of personnel;
the impacts of unusual items resulting from ongoing evaluations of business
strategies; and changes in business strategy. We do not intend to update these
forward looking statements. You are advised to review the "Additional Cautionary
Statements" provided in our Company's most recent Form 10-KSB filing with the
SEC for more information about risks that could affect the financial results of
Mesa Laboratories, Inc.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
our financial statements and accompanying notes. Actual results could differ
materially from those estimates.
We believe that there are several accounting policies that are critical to
understanding the Company's historical and future performance, as these policies
affect the reported amounts of revenue and the more significant areas involving
management's judgments and estimates. These significant accounting policies
relate to revenue recognition, research and development costs, valuation of
inventory, and valuation of long-lived assets. These policies, and the Company's
procedures related to these policies, are described in detail below.
Revenue Recognition
We sell our products directly through our sales force and through
distributors. Revenue from direct sales of our product is recognized upon
shipment to the customer. Revenue from ongoing product service and repair is
fully recognized upon completion and shipment of serviced product.
Research & Development Costs
Research and development activities consist primarily of new product
development and continuing engineering on existing products. Costs related to
research and development efforts on existing or potential products are expensed
as incurred.
Valuation of Inventories
Inventories are stated at the lower of cost or market, using the first-in,
first-out method (FIFO) to determine cost. The Company's policy is to
periodically evaluate the market value of the inventory and the stage of product
life cycle, and record a reserve for any inventory considered slow moving or
obsolete.
Valuation of Long-Lived Assets and Goodwill
The Company assesses the realizable value of long-lived assets and goodwill
for potential impairment at least annually or when events and circumstances
warrant such a review. The carrying value of a long-lived asset is considered
impaired when the anticipated fair value is less than its carrying value. In
assessing the recoverability of our long-lived assets and goodwill, we must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets. In addition, we must make assumptions
regarding the useful lives of these assets.
The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by accounting principles, generally
accepted in the United States of America, with no need for management's judgment
in their application. There are also areas in which management's judgment in
selecting any viable alternative would not produce a materially different
result. See our audited financial statements and notes thereto which begin at
"Item 7. Financial Statements" of this Annual Report on Form 10-KSB which
contain accounting policies and other disclosures required by accounting
principles, generally accepted in the United States of America.
ITEM 4. Controls and Procedures
a. Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Financial Officer, have evaluated the
effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of a date within 90
days prior to the filing date of this quarterly report (the Evaluation
Date). Based on such evaluation, such officers have concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures are
effective in alerting them, on a timely basis, to material information
relating to the Company(including its consolidated subsidiaries) required
to be included in the Company's periodic filings under the Exchange Act.
b. Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.
PART II-OTHER INFORMATION
ITEM 2. Changes in securities, use of proceeds and issuer purchases of equity Securities
We made the following repurchases of our common stock, by month, within the
first quarter of the fiscal year covered by this report:
Total Share Purchased Remaining Shares
Shares Avg. Price as Part of Publicly to Purchase
Purchased Paid Announced Plan Under Plan
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April 1-30, 2004 9,000 $ 9.83 62,674 237,326
May 1-31, 2004 93 $ 9.79 62,767 237,233
June 1-301, 2004 500 $ 10.01 63,267 236,733
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Total First Quarter 9,593 $ 9.84
On June 19, 2003, the Board of Directors of Mesa Laboratories, Inc. adopted a
share repurchase plan which allows for the repurchase of up 300,000 of the
company's common shares. This plan will continue until the maximum is reached or
the plan is terminated by further action of the Board.
ITEM 6. Exhibits and reports on Form 8-K
a) Exhibits:
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b) Reports on Form 8-K:
On May 18, 2004, we furnished a report on Form 8-K under Item 9, Regulation
FD Disclosure, to announce that we issued a press release on May 17, 2004
announcing preliminary results for the fourth quarter period ended March 31,
2004, and filed under Item 7, Financial Statements and Exhibits, a copy of the
press release dated May 17, 2004.
MESA LABORATORIES, INC.
JUNE 30, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MESA LABORATORIES, INC.
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(Issuer)
DATED: August 16, 2004 BY: /s/ Luke R. Schmieder
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Luke R. Schmieder
President, Chief Executive Officer,
Treasurer and Director
DATED: August 16, 2004 BY: /s/ Steven W. Peterson
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Steven W. Peterson
Vice President-Finance, Chief
Financial and Accounting Officer and
Secretary