Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
|
x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2011
|
o |
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No: 0-11740
MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
|
Colorado |
|
84-0872291 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
Incorporation or organization) |
|
Identification number) |
|
|
|
|
|
12100 West Sixth Avenue |
|
|
|
Lakewood, Colorado |
|
80228 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’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 o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
|
Large accelerated filer o |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer o |
|
Smaller reporting company x |
|
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date:
There were 3,291,093 shares of the Issuer’s common stock, no par value, outstanding as of January 31, 2012 .
|
1 |
|
|
|
|
|
1 |
|
|
1 |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
MESA LABORATORIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS |
5 |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
11 |
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
16 |
|
17 |
|
|
|
|
|
17 |
|
|
|
|
|
17 |
|
|
17 |
|
|
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES |
18 |
|
|
|
|
18 |
|
|
|
|
|
18 |
|
|
19 |
|
|
EXHIBIT 31.1 CERTIFICATIONS PURSUANT TO RULE 13A-14(A) |
20 |
|
EXHIBIT 31.2 CERTIFICATIONS PURSUANT TO RULE 13A-14(A) |
21 |
|
EXHIBIT 32.1 CERTIFICATIONS PURSUANT TO RULE 13A-14(B) AND 18 U.S.C SECTION 1350 |
22 |
|
EXHIBIT 32.2 CERTIFICATIONS PURSUANT TO RULE 13A-14(B) AND 18 U.S.C SECTION 1350 |
23 |
MESA LABORATORIES, INC.
(Dollars in Thousands)
|
|
|
December 31,
|
|
March 31, 2011 |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
5,691 |
|
$ |
3,546 |
|
|
Accounts receivable, net |
|
6,089 |
|
7,041 |
|
||
|
Inventories, net |
|
4,857 |
|
5,714 |
|
||
|
Prepaid expenses and other |
|
827 |
|
961 |
|
||
|
Total current assets |
|
17,464 |
|
17,262 |
|
||
|
|
|
|
|
|
|
||
|
Property, plant and equipment, net |
|
7,342 |
|
7,308 |
|
||
|
Intangibles and other, net |
|
10,966 |
|
11,964 |
|
||
|
Goodwill |
|
14,450 |
|
14,450 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
50,222 |
|
$ |
50,984 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
604 |
|
$ |
723 |
|
|
Accrued salaries and payroll taxes |
|
1,581 |
|
2,332 |
|
||
|
Debt, current portion |
|
1,000 |
|
5,000 |
|
||
|
Due to Apex Laboratories, Inc. |
|
— |
|
600 |
|
||
|
Other accrued expenses |
|
79 |
|
176 |
|
||
|
Taxes payable |
|
1,366 |
|
1,100 |
|
||
|
Total current liabilities |
|
4,630 |
|
9,931 |
|
||
|
|
|
|
|
|
|
||
|
Deferred Income Taxes Payable |
|
3,136 |
|
3,136 |
|
||
|
Long-term debt |
|
750 |
|
1,500 |
|
||
|
Total liabilities |
|
8,516 |
|
14,567 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock, no par value |
|
— |
|
— |
|
||
|
Common stock, no par value; authorized 8,000,000 shares; issued and outstanding, 3,287,490 shares (December 31, 2011) and 3,250,736 shares (March 31, 2011) |
|
6,243 |
|
5,505 |
|
||
|
Employee loans to purchase stock |
|
(371 |
) |
(437 |
) |
||
|
Retained earnings |
|
35,834 |
|
31,349 |
|
||
|
Total stockholders’ equity |
|
41,706 |
|
36,417 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
50,222 |
|
$ |
50,984 |
|
MESA LABORATORIES, INC.
(Unaudited)
(Dollars in thousands except earnings per share)
|
|
|
Three months ended December 31, |
|
||||
|
|
|
2011 |
|
2010 |
|
||
|
|
|
|
|
|
|
||
|
Revenues |
|
$ |
9,259 |
|
$ |
7,652 |
|
|
Cost of revenues |
|
3,374 |
|
3,212 |
|
||
|
Gross profit |
|
5,885 |
|
4,440 |
|
||
|
|
|
|
|
|
|
||
|
Operating expenses |
|
|
|
|
|
||
|
Selling |
|
949 |
|
900 |
|
||
|
General and administrative |
|
1,432 |
|
1,145 |
|
||
|
Research and development |
|
342 |
|
393 |
|
||
|
Total operating expenses |
|
2,723 |
|
2,438 |
|
||
|
|
|
|
|
|
|
||
|
Operating income |
|
3,162 |
|
2,002 |
|
||
|
Other expense |
|
31 |
|
33 |
|
||
|
|
|
|
|
|
|
||
|
Earnings before income taxes |
|
3,131 |
|
1,969 |
|
||
|
|
|
|
|
|
|
||
|
Income taxes |
|
1,144 |
|
711 |
|
||
|
|
|
|
|
|
|
||
|
Net income |
|
$ |
1,987 |
|
$ |
1,258 |
|
|
|
|
|
|
|
|
||
|
Net income per share: |
|
|
|
|
|
||
|
Basic |
|
$ |
0.60 |
|
$ |
0.39 |
|
|
Diluted |
|
$ |
0.57 |
|
$ |
0.37 |
|
|
|
|
|
|
|
|
||
|
Average common shares outstanding: |
|
|
|
|
|
||
|
Basic |
|
3,286,000 |
|
3,234,000 |
|
||
|
Diluted |
|
3,498,000 |
|
3,355,000 |
|
||
MESA LABORATORIES, INC.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands except earnings per share)
|
|
|
Nine months ended December 31, |
|
||||
|
|
|
2011 |
|
2010 |
|
||
|
|
|
|
|
|
|
||
|
Revenues |
|
$ |
27,438 |
|
$ |
22,861 |
|
|
Cost of revenues |
|
10,391 |
|
9,488 |
|
||
|
Gross profit |
|
17,047 |
|
13,373 |
|
||
|
|
|
|
|
|
|
||
|
Operating expenses |
|
|
|
|
|
||
|
Selling |
|
2,926 |
|
2,632 |
|
||
|
General and administrative |
|
3,924 |
|
3,245 |
|
||
|
Research and development |
|
1,056 |
|
958 |
|
||
|
Total operating expenses |
|
7,906 |
|
6,835 |
|
||
|
|
|
|
|
|
|
||
|
Operating income |
|
9,141 |
|
6,538 |
|
||
|
Other expense |
|
130 |
|
79 |
|
||
|
|
|
|
|
|
|
||
|
Earnings before income taxes |
|
9,011 |
|
6,459 |
|
||
|
|
|
|
|
|
|
||
|
Income taxes |
|
3,291 |
|
2,453 |
|
||
|
|
|
|
|
|
|
||
|
Net income |
|
$ |
5,720 |
|
$ |
4,006 |
|
|
|
|
|
|
|
|
||
|
Net income per share: |
|
|
|
|
|
||
|
Basic |
|
$ |
1.74 |
|
$ |
1.24 |
|
|
Diluted |
|
$ |
1.66 |
|
$ |
1.21 |
|
|
|
|
|
|
|
|
||
|
Average common shares outstanding: |
|
|
|
|
|
||
|
Basic |
|
3,280,000 |
|
3,226,000 |
|
||
|
Diluted |
|
3,454,000 |
|
3,316,000 |
|
||
MESA LABORATORIES, INC.
(Unaudited))
(Dollars in Thousands)
|
|
|
Nine months ended December 31, |
|
||||
|
|
|
2011 |
|
2010 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
||
|
Net income |
|
$ |
5,720 |
|
$ |
4,006 |
|
|
Depreciation and amortization |
|
1,636 |
|
1,299 |
|
||
|
Stock based compensation |
|
349 |
|
287 |
|
||
|
Change in assets and liabilities, net of acquisitions |
|
|
|
|
|
||
|
Accounts receivable, net |
|
914 |
|
652 |
|
||
|
Inventories |
|
857 |
|
(406 |
) |
||
|
Prepaid expenses |
|
134 |
|
331 |
|
||
|
Accounts payable |
|
(119 |
) |
(230 |
) |
||
|
Accrued liabilities |
|
(582 |
) |
1,092 |
|
||
|
Net cash flows from operating activities |
|
8,909 |
|
7,031 |
|
||
|
|
|
|
|
|
|
||
|
Cash flows from investing activities: |
|
|
|
|
|
||
|
Business acquisitions and intangibles |
|
(712 |
) |
(17,973 |
) |
||
|
Capital expenditures, building |
|
— |
|
(2,150 |
) |
||
|
Capital expenditures |
|
(545 |
) |
(428 |
) |
||
|
Net cash used in investing activities |
|
(1,257 |
) |
(20,551 |
) |
||
|
|
|
|
|
|
|
||
|
Cash flows from financing activities: |
|
|
|
|
|
||
|
Proceeds from debt |
|
— |
|
7,000 |
|
||
|
Payments on debt |
|
(4,750 |
) |
(778 |
) |
||
|
Dividends paid |
|
(1,216 |
) |
(1,097 |
) |
||
|
Treasury stock purchases |
|
(60 |
) |
(84 |
) |
||
|
Proceeds from stock options exercised |
|
519 |
|
137 |
|
||
|
Net cash (used in) provided by financing activities |
|
(5,507 |
) |
5,178 |
|
||
|
|
|
|
|
|
|
||
|
Net increase (decrease) in cash and cash equivalents |
|
2,145 |
|
(8,342 |
) |
||
|
Cash and cash equivalents at beginning of period |
|
3,546 |
|
10,471 |
|
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents at end of period |
|
$ |
5,691 |
|
$ |
2,129 |
|
|
|
|
|
|
|
|
||
|
Cash paid for: |
|
|
|
|
|
||
|
Income taxes |
|
$ |
3,280 |
|
$ |
1,206 |
|
|
Interest |
|
$ |
134 |
|
$ |
91 |
|
Supplemental disclosure of non-cash activity:
In December 2011, we settled the $600 holdback amount from our acquisition of the assets of Apex Laboratories by paying $562 and returning $38 of accounts receivable.
The Company issued employee loans totaling $235 and $394 for the exercise of stock options during the nine month periods ended December 31, 2011 and 2010, respectively. Loans of $301 were retired in the nine month periods ended December 31, 2011.
MESA LABORATORIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS
1. 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 10-K, at March 31, 2011.
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q, and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows. The results of the interim period are not necessarily indicative of the results for the full year.
Recently Adopted Accounting Pronouncements
In January 2010, the FASB updated the disclosure requirements for fair value measurements, codified in ASC Topic 820, Fair Value Measurements and Disclosure . The updated guidance requires companies to disclose separately the investments that transfer in and out of Levels 1 and 2 and the reasons for those transfers. Additionally, in the reconciliation for fair value measurement using significant unobservable inputs (Level 3), companies should present separately information about purchases, sales, issuances and settlements. We adopted the updated guidance on April 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which became effective for us beginning April 1, 2011. The adoption of the required guidance did not have an impact on our financial statements.
In July 2010, FASB issued a new pronouncement that requires enhanced disclosures regarding the nature of credit risk inherent in an entity’s portfolio of financing receivables, how that risk is analyzed, and the changes and reasons for those changes in the allowance for credit losses. The new disclosures will require information for both the financing receivables and the related allowance for credit losses at more disaggregated levels. Disclosures related to information as of the end of a reporting period became effective for Mesa in the fourth quarter of Fiscal 2011. Specific disclosures regarding activities that occur during a reporting period, such as the disaggregated roll forward disclosures, became required for Mesa beginning in the first quarter of Fiscal 2012. As these changes only relate to disclosures, they did not have an impact on Mesa’s financial results.
In September 2011, the FASB issued ASC 2011-8 “Intangibles - Goodwill and Other”. The amended guidance will allow companies to first assess qualitative factors to determine if it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, the Company would not be required to determine the fair value of the reporting unit, unless it determines, on a qualitative basis, that it is more likely than not that the fair value of the reporting unit is less than the carrying value. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not anticipate any material impact from the adoption of this amended guidance.
2. Inventories
|
(Dollars in thousands) |
|
December 31,
|
|
March 31,
|
|
||
|
Raw materials |
|
$ |
3,722 |
|
$ |
4,387 |
|
|
Work-in-process |
|
589 |
|
337 |
|
||
|
Finished goods |
|
1,020 |
|
1,280 |
|
||
|
Less: reserve |
|
(474 |
) |
(290 |
) |
||
|
|
|
$ |
4,857 |
|
$ |
5,714 |
|
3. Intangibles
On September 30, 2011, the Company entered into a license agreement with Photonic Biosystems, Inc. for certain biological indicator technology. Under the terms of this agreement, in October 2011 the Company made an initial payment of $150,000 for rights to the technology. An additional payment of $25,000 was due by the end of January
2012, and up to $225,000 of additional payments may be made in the future, depending on meeting certain development and performance milestones. The $150,000, included in intangible assets on the condensed balance sheet at December 31, 2011, is being amortized over ten years. In addition, sales of products covered by this license agreement will be subject to royalty payments.
4. Stock-based Compensation
Stock-based compensation costs for award grants to employees and directors are valued at fair value and recognized on a straight line basis over the service periods of each award. We estimate forfeiture rates for the year based on historical experience. Amounts recognized in the condensed financial statements related to stock-based compensation are as follows:
|
|
|
Three months ended
|
|
Nine months ended
|
|
||||||||
|
(Dollars in thousands except earnings per share) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
Total cost of stock-based compensation charged against income before income taxes |
|
$ |
112 |
|
$ |
125 |
|
$ |
339 |
|
$ |
287 |
|
|
Amount of income tax benefit recognized in earnings |
|
41 |
|
46 |
|
124 |
|
109 |
|
||||
|
Amount charged against net income |
|
$ |
71 |
|
$ |
79 |
|
$ |
215 |
|
$ |
178 |
|
|
Impact on net income per common share: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.02 |
|
$ |
0.02 |
|
$ |
0.07 |
|
$ |
0.06 |
|
|
Diluted |
|
$ |
0.02 |
|
$ |
0.02 |
|
$ |
0.06 |
|
$ |
0.05 |
|
Stock-based compensation expense is included in cost of revenues, and general and administrative expense in the condensed statements of income.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model (Black-Scholes). We use historical data to estimate the expected price volatility, the expected option life and expected forfeiture rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The dividend yield is calculated based upon the dividend payments made during the prior four quarters as a percent of the average stock price for that period. The following summarizes the Black-Scholes assumptions:
|
|
|
Nine months ended December 31, |
|
||
|
|
|
2011 |
|
2010 |
|
|
Volatility |
|
33.4-33.7% |
|
33.8-36.1% |
|
|
Risk-free interest rate |
|
0.9-2.2% |
|
1.1-3.9% |
|
|
Expected option life (years) |
|
5-10 |
|
5-10 |
|
|
Dividend yield |
|
1.8% |
|
1.8% |
|
The following summarizes option activity:
|
|
|
Number of
|
|
Weighted-
|
|
Weighted-
|
|
Aggregate
|
|
||
|
Outstanding at March 31, 2011 |
|
443,642 |
|
$ |
20.10 |
|
4.0 |
|
|
|
|
|
Options granted |
|
103,780 |
|
29.87 |
|
4.9 |
|
|
|
||
|
Options forfeited |
|
(8,650 |
) |
26.51 |
|
|
|
|
|
||
|
Options expired |
|
(1,020 |
) |
14.91 |
|
|
|
|
|
||
|
Options exercised |
|
(54,062 |
) |
17.52 |
|
|
|
|
|
||
|
Outstanding at December 31, 2011 |
|
483,690 |
|
22.39 |
|
3.9 |
|
$ |
9,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Exercisable at December 31, 2011 |
|
187,425 |
|
19.29 |
|
3.0 |
|
$ |
4,154 |
|
|
The Company issues new shares of common stock upon exercise of stock options. The total intrinsic value of options exercised was $738,000 and $624,000 during the nine month periods ended December 31, 2011 and 2010, respectively.
A summary of the status of our unvested option shares as of December 31, 2011 is as follows:
|
|
|
Number of
|
|
Weighted-
|
|
|
|
Unvested at March 31, 2011 |
|
291,425 |
|
$ |
6.46 |
|
|
Options granted |
|
103,780 |
|
8.33 |
|
|
|
Options forfeited |
|
(8,255 |
) |
7.36 |
|
|
|
Options vested |
|
(90,685 |
) |
6.04 |
|
|
|
Unvested at December 31, 2011 |
|
296,265 |
|
7.22 |
|
|
As of December 31, 2011, there was approximately $1,260,000 of total unrecognized compensation cost related to unvested stock options granted under our plans, which is expected to be recognized over a weighted-average period of 2.3 years.
5. Net Income Per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share uses the treasury stock method to compute the weighted average common stock outstanding assuming the conversion of potentially dilutive common shares.
The following table presents a reconciliation of the denominators used in the computation of net income per common share - basic and diluted:
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||
|
(Amounts in thousands except earnings per share) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
Net income available for shareholders |
|
$ |
1,987 |
|
$ |
1,258 |
|
$ |
5,720 |
|
$ |
4,006 |
|
|
Weighted average outstanding shares of common stock |
|
3,286 |
|
3,234 |
|
3,280 |
|
3,226 |
|
||||
|
Dilutive effect of stock options |
|
212 |
|
121 |
|
174 |
|
90 |
|
||||
|
Common stock and equivalents |
|
3,498 |
|
3,355 |
|
3,454 |
|
3,316 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.60 |
|
$ |
0.39 |
|
$ |
1.74 |
|
$ |
1.24 |
|
|
Diluted |
|
$ |
0.57 |
|
$ |
0.37 |
|
$ |
1.66 |
|
$ |
1.21 |
|
For the three and nine months ended December 31, 2011 and 2010, no shares and no outstanding stock options were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and, therefore, their inclusion would have been anti-dilutive.
6.
|
(Dollars in thousands) |
|
December 31,
|
|
March 31,
|
|
||
|
Reducing line of credit |
|
$ |
1,750 |
|
$ |
2,500 |
|
|
Revolving line of credit |
|
— |
|
4,000 |
|
||
|
|
|
1,750 |
|
6,500 |
|
||
|
Less: current portion |
|
1,000 |
|
5,000 |
|
||
|
Long-term portion |
|
$ |
750 |
|
$ |
1,500 |
|
To help finance the acquisition of Apex Laboratories, Inc., SGM Biotech, Inc., and the related building that houses the SGM Biotech facility, the Company entered into a credit facility consisting of: a) 36 month reducing line of credit for $3,000,000 and maturing at April 27, 2013, requiring quarterly principal payments of $250,000 beginning July 27, 2010. In December 2010, the bank deferred the January 27, 2011 payment of $250,000 until maturity at April 27, 2013, which allowed the Company to complete the acquisition of Apex Laboratories, Inc. without further alteration of its existing credit facility; and b) revolving line of credit for $4,000,000 maturing on December 23, 2011, which was retired in December 2011. Both of these lines of credit are subject to a variable rate of interest and a rate floor, both of which were 3.25% at December 31, 2011. The remaining line of credit requires monthly interest payments, is subject to restrictive covenants and is secured by most of the assets of the Company. The Company was in compliance with the restrictive covenants as of December 31, 2011.
Future maturities of debt are as follows (dollars in thousands):
|
Fiscal year |
|
|
|
|
|
2012 |
|
$ |
250 |
|
|
2013 |
|
1,000 |
|
|
|
2014 |
|
500 |
|
|
|
|
|
$ |
1,750 |
|
7. Related Party Transactions
On April 30, 2010, the Company purchased the building housing the facilities of SGM Biotech, Inc. for $2,150,000 from Surreal, LLC. Surreal, LLC is owned by the former owners of SGM Biotech, Inc., who became employees of the Company when SGM Biotech was acquired on April 27, 2010.
8. Contingencies
During the third quarter of fiscal 2012, the Company determined that it has a potential liability for state sales taxes. The ultimate amount due will depend on a number of factors, including the jurisdictional tax rates (ranging from 7.25-9.75%), the amount of sales to customers who already paid the tax or are exempt, and any penalties and interest. The Company has recorded an estimate of $250,000 as taxes payable on the condensed balance sheet, and general and administrative expense in the condensed statements of income. This estimate may change as further analysis is completed and sales tax returns are filed. Management believes that this matter, after consideration of amounts accrued, will not have a material adverse effect on our results of operations, financial position or cash flows.
9. Subsequent Events
On February 8, 2012, the Company’s Board of Directors declared a quarterly cash dividend of $0.13 per share of common stock, payable on March 15, 2012, to shareholders of record at the close of business on February 27, 2012.
10. Segment Data
Our operations are organized into two reporting segments: Biological Indicators and Instrumentation Products. The following tables set forth our segment information:
|
(Dollars in thousands) |
|
Biological
|
|
Instrumentation
|
|
Total |
|
|||
|
Three months ended December 31, 2011 |
|
|
|
|
|
|
|
|||
|
Revenue |
|
$ |
4,646 |
|
$ |
4,613 |
|
$ |
9,259 |
|
|
Operating Income |
|
1,198 |
|
1,964 |
|
3,162 |
|
|||
|
Other (Income) and Expense |
|
30 |
|
1 |
|
31 |
|
|||
|
Capital Expenditures |
|
30 |
|
190 |
|
220 |
|
|||
|
Depreciation |
|
125 |
|
56 |
|
181 |
|
|||
|
Amortization |
|
322 |
|
40 |
|
362 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Three months ended December 31, 2010 |
|
|
|
|
|
|
|
|||
|
Revenue |
|
$ |
3,729 |
|
$ |
3,923 |
|
$ |
7,652 |
|
|
Operating Income |
|
853 |
|
1,149 |
|
2,002 |
|
|||
|
Other (Income) and Expense |
|
36 |
|
(3 |
) |
33 |
|
|||
|
Capital Expenditures |
|
61 |
|
57 |
|
118 |
|
|||
|
Depreciation |
|
117 |
|
53 |
|
170 |
|
|||
|
Amortization |
|
256 |
|
39 |
|
295 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Nine months ended December 31, 2011 |
|
|
|
|
|
|
|
|||
|
Revenue |
|
$ |
14,271 |
|
$ |
13,167 |
|
$ |
27,438 |
|
|
Operating Income |
|
3,794 |
|
5,347 |
|
9,141 |
|
|||
|
Other (Income) and Expense |
|
135 |
|
(5 |
) |
130 |
|
|||
|
Capital Expenditures |
|
238 |
|
307 |
|
545 |
|
|||
|
Depreciation |
|
226 |
|
296 |
|
522 |
|
|||
|
Amortization |
|
994 |
|
120 |
|
1,114 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Nine months ended December 31, 2010 |
|
|
|
|
|
|
|
|||
|
Revenue |
|
$ |
11,081 |
|
$ |
11,780 |
|
$ |
22,861 |
|
|
Operating Income |
|
2,683 |
|
3,855 |
|
6,538 |
|
|||
|
Other (Income) and Expense |
|
91 |
|
(12 |
) |
79 |
|
|||
|
Capital Expenditures |
|
2,387 |
|
191 |
|
2,578 |
|
|||
|
Depreciation |
|
341 |
|
151 |
|
492 |
|
|||
|
Amortization |
|
688 |
|
119 |
|
807 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total assets |
|
|
|
|
|
|
|
|||
|
March 31, 2011 |
|
$ |
33,203 |
|
$ |
17,781 |
|
$ |
50,984 |
|
|
December 31, 2011 |
|
32,153 |
|
18,069 |
|
50,222 |
|
|||
Revenues from external customers are attributed to individual countries based upon locations to which the product is shipped or exported, as follows:
|
|
|
Three months ended
|
|
Nine months ended
|
|
||||||||
|
(Dollars in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
Net revenues from unaffiliated customers: |
|
|
|
|
|
|
|
|
|
||||
|
United States |
|
$ |
5,454 |
|
$ |
4,801 |
|
$ |
16,758 |
|
$ |
14,410 |
|
|
Foreign |
|
|
|
|
|
|
|
|
|
||||
|
(no country exceeds 10% of total) |
|
3,805 |
|
2,851 |
|
10,680 |
|
8,451 |
|
||||
|
|
|
$ |
9,259 |
|
$ |
7,652 |
|
$ |
27,438 |
|
$ |
22,861 |
|
All long-lived assets are located in the United States.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Mesa Laboratories, Inc. has two segments — Our Instrument Division manufactures and markets quality control instruments and disposable products utilized in connection with the healthcare, pharmaceutical, food and beverage, medical device, and petrochemical industries. Our Biological Indicators Division manufactures and markets biological indicators and distributes chemical indicators used to assess the effectiveness of sterilization processes in the hospital, dental, medical device and pharmaceutical industries. Our Company follows a philosophy of manufacturing a high quality product and providing a high level of on-going service for those products.
Our revenues come from two main sources — products sales, and parts and services. Product sales are dependent on several factors, including general economic conditions, both domestic and international, customer capital spending trends, competition, introduction of new products, and acquisitions. Biological indicator products are disposable and are used on a routine basis for quality control, thus product sales are less sensitive to general economic conditions. Instrumentation products have a longer life, and their purchase by our customers is somewhat discretionary, so sales are more sensitive to general economic conditions. Parts and service demand is driven by our customers’ quality control and regulatory environments, which require periodic repair and recalibration or certification of our instrumentation products. We typically evaluate costs and pricing annually. Our policy is to price our products competitively and, where possible, we try to pass along cost increases in order to maintain our margins, where possible. As part of the integration of our biological indicator acquisitions we have been adjusting prices to achieve price parity for similar products.
Gross profit is affected by our product mix, manufacturing efficiencies and price competition. The biological indicator market is more competitive than that for our instrumentation products, thus the gross margin percentages are lower. Generally, an increase in biological indicator product sales compared to instrumentation product sales would result in a lower overall gross margin. Cost of revenue and gross profit also include an allocation of the amortization of acquired intangibles, which mostly affect the biological indicator results.
Selling expense is driven primarily by labor costs, including salaries and commissions. Accordingly, they may vary with sales levels. Labor costs and amortization of intangible assets drive 70-80% of general and administrative expense. Research and development expense is predominantly comprised of labor costs.
Discussion of Key Indicators and Trends
Acquisitions in December 2010, April 2010 and December 2009, impacted our current assets and working capital, as we used available cash and incurred debt to complete those transactions. During the nine months ended December 31, 2010, we were still integrating these acquisitions, which impacted the key indicators. The results for the nine months ended December 31, 2011, reflect our successful integration of these acquisitions - performance ratios (gross margin, operating margin and net profit margin) are at or near the same levels as 2009 and 2008. Revenues, gross profit and net income have all increased due to having a full nine months of operations from the acquisitions, successfully integrating the acquisitions, and organic growth. The decrease in revenues and profit indicators in 2009 was primarily attributable to poor general economic conditions.
|
(Dollars in thousands except earnings |
|
Key Financial Indicators
|
|
||||||||||
|
per share) |
|
2011 |
|
2010 |
|
2009 |
|
2008 |
|
||||
|
Cash and Investments |
|
$ |
5,691 |
|
$ |
2,129 |
|
$ |
9,940 |
|
$ |
7,962 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Trade Receivables Gross |
|
$ |
6,396 |
|
$ |
5,605 |
|
$ |
3,816 |
|
$ |
4,525 |
|
|
Days Revenues Outstanding (1) |
|
60 |
|
65 |
|
66 |
|
77 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Inventory, Net |
|
$ |
4,857 |
|
$ |
6,059 |
|
$ |
4,789 |
|
$ |
4,498 |
|
|
Inventory Turns |
|
2.4 |
|
2.1 |
|
1.7 |
|
1.8 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Working Capital |
|
$ |
12,834 |
|
$ |
5,731 |
|
$ |
17,129 |
|
$ |
15,944 |
|
|
Current Ratio |
|
4:1 |
|
2:1 |
|
11:1 |
|
13:1 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average Return On: |
|
|
|
|
|
|
|
|
|
||||
|
Stockholder Investments (2) |
|
20 |
% |
16 |
% |
16 |
% |
19 |
% |
||||
|
Assets |
|
15 |
% |
13 |
% |
15 |
% |
18 |
% |
||||
|
Invested Capital (3) |
|
20 |
% |
18 |
% |
23 |
% |
26 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenues |
|
$ |
27,438 |
|
$ |
22,861 |
|
$ |
15,702 |
|
$ |
16,071 |
|
|
Gross Profit |
|
$ |
17,047 |
|
$ |
13,373 |
|
$ |
9,593 |
|
$ |
10,285 |
|
|
Gross Margin |
|
62 |
% |
58 |
% |
61 |
% |
64 |
% |
||||
|
Operating Income |
|
$ |
9,141 |
|
$ |
6,538 |
|
$ |
5,400 |
|
$ |
5,515 |
|
|
Operating Margin |
|
33 |
% |
29 |
% |
34 |
% |
34 |
% |
||||
|
Net Income |
|
$ |
5,720 |
|
$ |
4,006 |
|
$ |
3,424 |
|
$ |
3,586 |
|
|
Net Profit Margin |
|
21 |
% |
18 |
% |
22 |
% |
22 |
% |
||||
|
Earnings Per Diluted Share |
|
$ |
1.66 |
|
$ |
1.21 |
|
$ |
1.04 |
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings Before Income Tax, Depreciation and Amortization |
|
$ |
10,647 |
|
$ |
7,758 |
|
$ |
5,963 |
|
$ |
6,175 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Capital Expenditures, Net |
|
$ |
545 |
|
$ |
2,578 |
|
$ |
488 |
|
$ |
506 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Employees |
|
186 |
|
172 |
|
113 |
|
110 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenues Per Employee (Annualized) |
|
$ |
197 |
|
$ |
177 |
|
$ |
185 |
|
$ |
195 |
|
(1) Days revenues outstanding is based on specific Revenues in that period, not average Revenues for the 9 months.
(2) Average return on stockholder investment is calculated by dividing total annualized net income by the average of end and beginning of period total stockholder’s equity.
(3) Average return on invested capital (invested capital = total assets - current liabilities - cash and cash equivalents) is calculated by dividing total annualized net income by the average of end and beginning of period invested capital.
Reconciliation of Non-GAAP Measure
Earnings before income tax, depreciation and amortization is used by management as a supplemental performance and liquidity measure, primarily to assess financial performance without regard to historical cost basis, the ability of our assets to generate cash, and the evaluation of potential acquisitions.
Earnings before income tax, depreciation and amortization should not be considered an alternative to, or more meaningful than, net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance or liquidity.
The following table sets forth our reconciliation of Earnings before income tax, depreciation and amortization, a non-GAAP measure:
|
|
|
For the Nine Months Ended December 31, |
|
||||||||||
|
(Dollars in thousands) |
|
2011 |
|
2010 |
|
2009 |
|
2008 |
|
||||
|
Net income |
|
$ |
5,720 |
|
$ |
4,006 |
|
$ |
3,424 |
|
$ |
3,586 |
|
|
Income taxes |
|
3,291 |
|
2,453 |
|
2,002 |
|
2,008 |
|
||||
|
Depreciation |
|
522 |
|
492 |
|
147 |
|
204 |
|
||||
|
Amortization |
|
1,114 |
|
807 |
|
390 |
|
377 |
|
||||
|
|
|
$ |
10,647 |
|
$ |
7,758 |
|
$ |
5,963 |
|
$ |
6,175 |
|
RESULTS OF OPERATIONS
|
|
|
For the Three Months Ended
|
|
|
|
Percent |
|
|||||
|
(Dollars in Thousands) |
|
2011 |
|
2010 |
|
Change |
|
Change |
|
|||
|
Revenues |
|
$ |
9,259 |
|
$ |
7,652 |
|
$ |
1,607 |
|
21 |
% |
|
Cost of revenues |
|
3,374 |
|
3,212 |
|
162 |
|
5 |
% |
|||
|
Gross profit |
|
5,885 |
|
4,440 |
|
1,445 |
|
33 |
% |
|||
|
Gross margin |
|
64 |
% |
58 |
% |
6 |
% |
10 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Operating expenses |
|
$ |
2,723 |
|
$ |
2,438 |
|
$ |
285 |
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
1,987 |
|
$ |
1,258 |
|
$ |
729 |
|
58 |
% |
|
Net profit margin |
|
21 |
% |
16 |
% |
5 |
% |
31 |
% |
|||
|
|
|
For the Nine Months Ended
|
|
|
|
Percent |
|
|||||
|
(Dollars in Thousands) |
|
2011 |
|
2010 |
|
Change |
|
Change |
|
|||
|
Revenues |
|
$ |
27,438 |
|
$ |
22,861 |
|
$ |
4,577 |
|
20 |
% |
|
Cost of revenues |
|
10,391 |
|
9,488 |
|
903 |
|
10 |
% |
|||
|
Gross profit |
|
17,047 |
|
13,373 |
|
3,674 |
|
27 |
% |
|||
|
Gross margin |
|
62 |
% |
58 |
% |
4 |
% |
7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Operating expenses |
|
$ |
7,906 |
|
$ |
6,835 |
|
$ |
1,071 |
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
5,720 |
|
$ |
4,006 |
|
$ |
1,714 |
|
43 |
% |
|
Net profit margin |
|
21 |
% |
18 |
% |
3 |
% |
17 |
% |
|||
Revenues
The following table summarizes our revenues by source:
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
||||||||
|
(Dollars in Thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
Biological Indicators — Product |
|
$ |
4,646 |
|
$ |
3,729 |
|
$ |
14,271 |
|
$ |
11,081 |
|
|
Instruments: |
|
|
|
|
|
|
|
|
|
||||
|
Product |
|
3,047 |
|
2,495 |
|
8,361 |
|
7,454 |
|
||||
|
Parts and disposables |
|
682 |
|
621 |
|
2,061 |
|
1,819 |
|
||||
|
Service |
|
884 |
|
807 |
|
2,745 |
|
2,507 |
|
||||
|
Total |
|
$ |
9,259 |
|
$ |
7,652 |
|
$ |
27,438 |
|
$ |
22,861 |
|
Biological indicator product sales increased approximately $917,000 and $3,190,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. An asset acquisition in December 2010, contributed approximately $610,000 and $1,780,000, respectively, to the three and nine month revenue growth. The remaining revenue growth was driven by organic growth.
Instrumentation revenues increased approximately $690,000 and $1,390,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. $200,000 of the increase related to sales to a single customer, while the rest of the increase is due to customers upgrading or expanding as economic uncertainties lessened.
Cost of Revenues / Gross Profit
Gross profit for instrumentation increased approximately $970,000 and $1,890,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. These improvements were driven by relatively flat fixed costs with increased sales volumes, coupled with manufacturing efficiencies. We also integrated manufacturing one product line from a third party to our facility in December 2010, which contributed an additional gross profit of approximately $285,000 and $450,000, respectively, for the three and nine month periods.
Biological indicator gross profit increased approximately $470,000 and $1,780,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. This increase was due almost entirely to revenue growth, as gross margin percentage remained relatively consistent between periods.
Operating Expenses
Selling expenses increased approximately $50,000 and $295,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. Selling expenses for biological indicator products decreased during the three months, due primarily to successfully integrating the SGM Biotech acquisition. Biological indicator selling expense was higher, however, for the nine month period. As a percent of sales, biological indicator selling expense decreased for both the three and nine month periods. Instrumentation selling expense as a percent of sales remained relatively flat, but increased overall for both periods due to higher commissions and adding individuals to the sales force.
General and administrative expense increased approximately $290,000 and $680,000, respectively, for the three and nine month periods ended December 31, 2011, compared to the prior year. The increase for the three month period relates primarily to a $250,000 contingent liability for estimated state sales taxes, along with increased labor costs. The increase for the nine month period includes the estimated state sales tax liability, as well as approximately $260,000 in labor costs for additional personnel and salary adjustments. Amortization of intangible assets increased approximately $66,000 and $300,000, respectively, for the three and nine month periods. These increases were offset by non-recurring costs associated with acquisitions in the prior year.
Research and development expense decreased approximately $50,000 for the three months, and increased approximately $100,000 for the nine month periods ended December 31, 2011, compared to the prior year. These changes were primarily due to the timing of work performed by third parties.
Net Income
Net income varied consistently with the growth in revenues and gross profit, as we managed our other expenses and income tax expense increased commensurate with our growth in profitability.
Liquidity and Capital Resources
Our sources of liquidity may include cash generated from operations, working capital, and potential equity and debt offerings. Our more significant uses of resources include quarterly dividends to shareholders, payment of debt obligations, long-term capital equipment expenditures and potential acquisitions. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term needs.
Our Company invests its surplus capital in various interest bearing instruments, including money market funds. All investments are fixed dollar investments with variable rates in order to minimize the risk of principal loss.
In April 2010, we entered into a $7,000,000 debt agreement to partially finance our acquisition of SGM Biotech. The $3,000,000 reducing line of credit portion has $1,750,000 outstanding at December 31, 2011, payable in quarterly installments of $250,000, plus interest. The $4,000,000 revolving line of credit portion was retired in December 2011.
We routinely evaluate opportunities for strategic acquisitions. Future material acquisitions may require that we obtain additional capital, assume third party debt or incur other long-term obligations. We have the option to utilize both equity and debt instruments as vehicles for the long-term financing of our investment activities and acquisitions.
Our Board of Directors has authorized 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, but currently we are minimizing buybacks.
On November 12, 2003 our Board of Directors instituted a policy of paying regular quarterly dividends. We paid dividends of approximately $1,200,000 and $1,100,000, respectively, during the nine month periods ended December 31, 2011 and 2010. Dividends per share paid by quarter were as follows:
|
|
|
Fiscal Year |
|
||||
|
|
|
2012 |
|
2011 |
|
||
|
Third quarter |
|
$ |
0.13 |
|
$ |
0.12 |
|
|
Second quarter |
|
$ |
0.12 |
|
$ |
0.11 |
|
|
First quarter |
|
$ |
0.12 |
|
$ |
0.11 |
|
On February 8, 2012, the Company’s Board of Directors declared a quarterly cash dividend of $0.13 per share of common stock, payable on March 15, 2012, to shareholders of record at the close of business on February 27, 2012.
Working capital is the amount by which current assets exceed current liabilities. We had working capital of approximately $12,800,000 and $5,700,000, respectively, at December 31, 2011, and March 31, 2011. The increase is principally driven by increased revenues and the resulting increase in cash flows from operations, offset by debt payments of $4,750,000 and dividends of approximately $1,200,000.
At December 31, 2011 we had contractual obligations for open purchase orders for routine purchases of supplies and inventory, which would be payable in less than one year. In September 2011, the Company entered into a license agreement for certain biological indicator technology. Under the terms of this agreement, in October 2011 the Company made an initial payment of $150,000 for rights to the technology. An additional payment of $25,000 is due by the end of January 2012, and up to $225,000 of additional payments may be made in the future, depending on meeting certain development and performance milestones. The initial $150,000 payment is being amortized over ten years. In addition, sales of products covered by this license agreement will be subject to royalty payments.
Forward Looking Statements
All statements other than statements of historical fact included in this quarterly 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; competition in the biological indicator market; competition in the bottlecap torque testing market; 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 Item 1A. “Risk Factors” provided in our Company’s most recent Form 10-K filing with the SEC for more information about risks that could affect the financial results of Mesa Laboratories, Inc.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of market risks, currently all investments are in dollar denominated accounts, such as money market funds, with variable interest rates. In the normal course of business, we employ established policies and procedures to manage our exposure to changes in the market value of our investments.
ITEM 4T. 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 Chief Executive and Chief 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 the design and operation of our disclosure controls and procedures as of the end of the period covered in this quarterly report on Form 10-Q. 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 to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that material information relating to our company is made known to management, including our Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during our third quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
None.
We are affected by risks specific to us as well as factors that affect all businesses operating in a global market. The significant factors known to us that could materially adversely affect our business, financial condition or operating results are described in our annual report on Form 10-K for the fiscal year ended March 31, 2011 under the heading “Part I — Item 1A. Risk Factors.” There has been no material change in those risk factors.
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 third quarter of the fiscal year covered by this report.
|
|
|
Shares Purchased |
|
Avg. Price Paid |
|
Total
Shares
|
|
Remaining Shares
to
|
|
|
|
October 2011 |
|
625 |
|
$ |
35.21 |
|
144,394 |
|
155,606 |
|
|
November 2011 |
|
190 |
|
39.00 |
|
144,584 |
|
155,416 |
|
|
|
December 2011 |
|
— |
|
— |
|
|
|
|
|
|
|
Total 3 rd Quarter |
|
815 |
|
$ |
36.10 |
|
|
|
|
|
On November 7, 2005, 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.
PART III. EXHIBITS AND SIGNATURES
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 |
|
101 |
|
The following financial information from the quarterly report on Form 10-Q of Mesa Laboratories, Inc. for the quarter ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Statements of Operations, (ii) Condensed Balance Sheets, (iii) Condensed Statements of Cash Flows, and (v) Notes to the Condensed Financial Statements. |
|
|
|
|
|
b) |
|
Reports on Form 8-K: |
On October 7, 2011, the Registrant filed a Report on Form 8-K, under Item 8.01, reporting notification from the Staff at Nasdaq regarding a non-independent director serving on the Nominating Committee and the resolution of this matter effective September 21, 2011.
On November 9, 2011, the Registrant filed a Report on Form 8-K, under item 2.02, reporting the issuance of a press release reporting revenues and earnings for the second fiscal quarter ended September 30, 2011.
On December 1, 2011, the Registrant filed a Report on Form 8-K, under item 5.02, reporting that Mesa entered into severance agreements with its executive officers.
MESA LABORATORIES, INC.
DECEMBER 31, 2011
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. |
|
|
||
|
(Issuer) |
|
|
||
|
|
|
|
||
|
|
|
|
||
|
DATED: |
February 10, 2012 |
|
BY: |
/s/ John J. Sullivan, Ph.D. |
|
|
|
|
|
John J. Sullivan, Ph.D. |
|
|
|
|
|
Chief Executive Officer, |
|
|
|
|
|
President, Treasurer, and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
DATED: |
February 10, 2012 |
|
BY: |
/s/ Steven W. Peterson |
|
|
|
Steven W. Peterson |
||
|
|
|
Vice President-Finance, |
||
|
|
|
Chief Financial and Accounting Officer and Secretary |
||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|