form-10ksba_033104
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB/A
Amendment No. 1
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2004
Commission File Number 0-11740
MESA LABORATORIES, INC.
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(Name of small business issuer in its charter)
Colorado 84-0872291
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(State or other jurisdiction of (I.R.S. Employer Identifica-
incorporation or organization) tion Number)
12100 West Sixth Avenue Lakewood, Colorado 80228
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 987-8000
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value
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(Title of Class)
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 (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
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Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB/A or any amendment to
this Form 10-KSB/A. [X]
State issuer's revenues for its most recent fiscal year: $9,125,848.
State the aggregate market value of the voting and non-voting equity held by
non-affiliates of the Registrant: As of May 31, 2004: $21,218,916*.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: No Par Value Common Stock-- 3,068,241
shares as of May 31, 2004.
Documents incorporated by reference: none.
Transitional Small Business Disclosure Format: Yes ; No X .
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* The aggregate market value was determined by multiplying the number of
outstanding shares (excluding those shares held of record by officers,
directors and greater than five percent shareholders) by $9.77, the last
sales price of the Registrant's common stock as of May 31, 2004, such date
being within 60 days prior to the date of filing.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSB for
the fiscal year ended March 31, 2004, originally filed with the Securities and
Exchange Commission on June 29, 2004, amends Item 7 (Independent Auditor's
Report) and Item 8A (Controls and Procedures) of our Annual Report on Form
10-KSB. This Form 10-KSB/A is filed in response to comments received from the
Division of Corporate Finance of the Securities and Exchange Commission. Consent
of our independent auditors is attached to this Form 10-KSB/A as Exhibit (23)
(i) and certifications from our Chief Executive Officer and Chief Financial
Officer required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are
attached to this Form 10-KSB/A as Exhibits 31.1, 31.2, 32.1 and 32.2.
ITEM 7. FINANCIAL STATEMENTS.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Mesa Laboratories, Inc.
Lakewood, Colorado
We have audited the accompanying balance sheets of Mesa Laboratories, Inc. as of
March 31, 2004 and 2003, and the related statements of income, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mesa Laboratories, Inc. as of
March 31, 2004 and 2003, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
April 28, 2004
Denver, Colorado
ITEM 8A. CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) that are designed to 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 Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as of the end of the
period covered in this Annual Report of Form 10-KSB/A. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of such period.
There have been no changes in the Company's internal controls over
financial reporting during the quarter ended March 31, 2004 identified in
connection with the Company's evaluation that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MESA LABORATORIES, INC.
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Registrant
Date: April 8, 2005 By: /s/Luke R. Schmieder
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Luke R. Schmieder, President
EXHIBITS INDEX
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(23)(i) Consent of Ehrhardt Keefe Steiner & Hottman PC, independent registered
public accounting firm, to the incorporation by reference in the
Registration Statements on Form S-8 (file numbers 33-89808, 333-02074,
333-18161, 333-48556 and 333-122911) of their report dated April 28, 2004,
included in the Registrant's Report on Form 10-KSB/A for the fiscal year
ended March 31, 2004.
(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.
EXHIBIT (23) (i)
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT
We consent to the incorporation by reference in the Annual Report on Form
10-KSB/A under the Securities Exchange Act of 1934 of Mesa Laboratories, Inc.
for the year ended March 31, 2004 of our reports dated April 28, 2004 and
contained in registration Statements NO. 33-89808, 333-02074, 333-18161,
333-48556 and 333-122911 of Mesa Laboratories, Inc. on Form S-8 under the
Securities Act of 1933 insofar as such reports relate to the financial
statements of Mesa Laboratories, Inc. for the year ended March 31, 2004.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
April 22, 2005
Denver, Colorado