10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended June 30, 2011

or

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                  to                 

Commission File Number 000-09273

MOCON, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0903312
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

7500 Mendelssohn Avenue North, Minneapolis, Minnesota 55428

(Address of principal executive offices)     (Zip code)

(763) 493-6370

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

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 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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

5,344,634 Common Shares were outstanding as of July 31, 2011.

MOCON, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

For the Quarter Ended June 30, 2011

		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) June 30, 2011 and December 31, 2010	1
	Condensed Consolidated Statements of Income (Unaudited) Three and six months ended June 30, 2011 and 2010	2
	Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 2011 and 2010	3
	Notes to Condensed Consolidated Financial Statements (Unaudited)	4-10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11-21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22-23
Item 6.	Exhibits	23
Signatures		24
Exhibit Index		25

In this report, references to “MOCON,” “the Company,” “we,” “our,” or “us,” unless the context otherwise requires, refer to MOCON, Inc. and its subsidiaries.

All trademarks or trade names referred to in this report are the property of their respective owners.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

MOCON, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,		December 31,
	2011		2010
ASSETS
Current assets:
Cash and cash equivalents	$	7,520,134	$	6,955,248
Marketable securities, current	1,684,897		1,058,275
Trade accounts receivable, less allowance for doubtful accounts of $151,423 in 2011 and $183,291 in 2010	4,564,458		5,646,501
Other receivables	174,407		449,464
Inventories	4,581,189		4,141,496
Prepaid income taxes	—		392,436
Prepaid expenses, other	569,471		415,981
Deferred income taxes	310,419		339,526
Total current assets	19,404,975		19,398,927
Marketable securities, noncurrent	7,028,000		4,387,449
Property, plant and equipment, net of accumulated depreciation of $4,340,737 in 2011 and $4,092,578 in 2010	2,889,750		2,842,955
Goodwill	3,316,490		3,160,858
Investment in affiliated company	3,597,500		3,313,250
Technology rights and other intangibles, net	839,408		765,896
Deferred income taxes	344,202		385,227
Other assets	85,805		83,948
TOTAL ASSETS	$	37,506,130	$	34,338,510
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,035,199	$	1,926,982
Compensation and related expenses	1,814,548		2,093,085
Other accrued expenses	348,107		329,304
Accrued product warranties	208,452		217,819
Accrued income taxes	80,385		—
Dividends payable	534,201		500,235
Deferred revenue	675,065		564,790
Total current liabilities	5,695,957		5,632,215
Obligations to former employees	54,350		50,055
Accrued income taxes	278,208		247,629
Total noncurrent liabilities	332,558		297,684
Total liabilities	6,028,515		5,929,899
Stockholders’ equity:
Capital stock — undesignated. Authorized 3,000,000 shares	—		—
Common stock — $0.10 par value. Authorized 22,000,000 shares; issued and outstanding 5,342,009 shares in 2011 and 5,265,636 shares in 2010	534,201		526,564
Additional paid-in capital	1,821,844		922,272
Retained earnings	28,699,811		27,220,871
Accumulated other comprehensive income (loss)	421,759		(261,096		)
Total stockholders’ equity	31,477,615		28,408,611
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	37,506,130	$	34,338,510

See accompanying notes to consolidated financial statements.

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MOCON, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Sales:
Products	$	8,369,542	$	6,740,834	$	16,560,132	$	13,198,035
Consulting services	712,484		610,437		1,596,517		1,246,559
Total sales	9,082,026		7,351,271		18,156,649		14,444,594
Cost of sales:
Products	3,094,881		2,527,703		5,941,254		4,955,882
Consulting services	407,379		329,276		820,315		668,256
Total cost of sales	3,502,260		2,856,979		6,761,569		5,624,138
Gross profit	5,579,766		4,494,292		11,395,080		8,820,456
Selling, general and administrative expenses	3,148,883		2,700,585		6,354,031		5,434,148
Research and development expenses	685,928		522,778		1,243,284		1,070,526
Operating income	1,744,955		1,270,929		3,797,765		2,315,782
Other income, net	35,556		289,349		48,226		559,217
Income before income taxes	1,780,511		1,560,278		3,845,991		2,874,999
Income taxes	556,387		468,507		1,304,559		861,107
Net income	$	1,224,124	$	1,091,771	$	2,541,432	$	2,013,892
Net income per common share:
Basic	$	0.23	$	0.21	$	0.48	$	0.39
Diluted	$	0.22	$	0.20	$	0.46	$	0.38
Weighted average common shares outstanding:
Basic	5,311,817		5,197,012		5,290,059		5,189,122
Diluted	5,583,660		5,376,398		5,528,880		5,345,158

See accompanying notes to consolidated financial statements.

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MOCON, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
	2011			2010
Cash flows from operating activities:
Net income	$	2,541,432		$	2,013,892
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	194,841			131,846
Loss on disposition of long-term assets	1,000			3,009
Depreciation and amortization	292,114			255,370
Deferred income taxes	41,025			(119,535		)
Excess tax benefit from employee stock plans	(63,497		)	(4,377		)
Changes in operating assets and liabilities:
Trade accounts receivable	1,158,394			12,942
Other receivables	278,561			(15,379		)
Inventories	(386,568		)	96,532
Prepaid income taxes	460,537			205,711
Prepaid expenses, other	(150,609		)	(193,936		)
Accounts payable	11,983			213,015
Compensation and related expenses	(299,099		)	89,081
Other accrued expenses	16,381			(7,210		)
Accrued product warranties	(13,858		)	(13,983		)
Accrued income taxes	130,872			12,003
Deferred revenue	110,275			(9,828		)
Net cash provided by operating activities	4,323,784			2,669,153
Cash flows from investing activities:
Purchases of marketable securities	(3,721,053		)	(497,015		)
Proceeds from maturities of marketable securities	453,880			2,714,121
Purchases of property, plant and equipment	(280,637		)	(596,987		)
Proceeds from sale of property and equipment	—			7,605
Cash paid for patent and trademark registrations	(84,754		)	(47,919		)
Other	(1,857		)	(1,761		)
Cash paid for investment in affiliated companies	—			(3,633,909		)
Net cash used in investing activities	(3,634,421		)	(2,055,865		)
Cash flows from financing activities:
Proceeds from the exercise of stock options	648,871			163,308
Excess tax benefit from employee stock plans	63,497			4,377
Dividends paid	(1,028,527		)	(960,421		)
Net cash used in financing activities	(316,159		)	(792,736		)
Effect of exchange rate changes on cash and cash equivalents	191,682			(812,257		)
Net increase (decrease) in cash and cash equivalents	564,886			(991,705		)
Cash and cash equivalents:
Beginning of period	6,955,248			9,393,127
End of period	$	7,520,134		$	8,401,422
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	790,752		$	762,930
Supplemental schedule of noncash investing and financing activities:
Dividends accrued	$	534,201		$	493,933
Purchases of fixed assets and intangibles in accounts payable	$	32,852		$	749,997

See accompanying notes to consolidated financial statements.

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MOCON, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2011, the condensed consolidated statements of income for the three- and six-month periods ended June 30, 2011 and 2010, and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States of America.  These interim unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows at June 30, 2011, and for all periods presented.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

The results of operations for the three- and six-month periods ended June 30, 2011 are not necessarily indicative of operating results for the full year.  It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, previously filed with the Securities and Exchange Commission.

We are involved with the developing, manufacturing and marketing of measurement, analytical, monitoring and consulting products for customers in the barrier packaging, food, pharmaceutical, consumer products, industrial hygiene, air quality monitoring, oil and gas exploration and other industries throughout the world.  We report our operating segments in accordance with accounting standards codified in ASC 280, Segment Reporting, with two operating segments (Lab Instruments and Field Instruments) that have been aggregated into one reporting segment for financial reporting purposes.

Principles of Consolidation

The consolidated financial statements include the accounts of MOCON, Inc. and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.

Foreign Currency Translation

The financial statements for operations outside the United States are maintained in their local currency.  All assets and liabilities of our foreign subsidiaries are translated to United States dollars at period-end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the period transactions occurred.  Translation adjustments arising from the use of differing exchange rates are included in accumulated other comprehensive income or loss in stockholders’ equity.  Gains and losses on foreign currency transactions are included in other income or loss.

Use of Estimates

The preparation of consolidated 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

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during the reporting period.  Management adjusts such estimates and assumptions when facts and circumstances change.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the immediate or short-term maturity of these financial instruments.  The fair value of investments in marketable securities is based on quoted market prices and summarized in Note 5.  See Note 7 for fair value disclosure of the investment in Luxcel.

Recently Adopted Accounting Pronouncements

In January 2010, the FASB updated the disclosure requirements for fair value measurements.  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 January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which were effective for fiscal years beginning after December 15, 2010, and adopted on January 1, 2011.  The adoption of the required guidance did not have an impact on our consolidated financial statements.

In December 2010, the FASB issued amended guidance to modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts.  For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist.  We adopted the modified guidance on January 1, 2011.  We do not expect that the adoption of the modified guidance will have an impact on our consolidated financial statements.

We reviewed all significant newly-issued accounting pronouncements and concluded that they either are not applicable to our operations or that no material effect is expected on our consolidated financial statements as a result of future adoption.

Note 2 — Inventories

Inventories consist of the following:

	June 30, 2011		December 31, 2010
Finished products	$	780,247	$	727,718
Work-in-process	1,673,651		1,652,605
Raw materials	2,127,291		1,761,173
	$	4,581,189	$	4,141,496

Note 3 — 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 is computed using the treasury stock method to compute the weighted average common stock outstanding assuming the conversion of potential dilutive common shares.

The following table presents a reconciliation of the denominators used in the computation of net income

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per common share — basic, and net income per common share — diluted, for the three- and six-month periods ended June 30, 2011 and 2010:

	Three Months EndedJune 30,		Six Months EndedJune 30,
	2011	2010	2011	2010
Weighted shares of common stock outstanding — basic	5,311,817	5,197,012	5,290,059	5,189,122
Weighted shares of common stock assumed upon exercise of stock options	271,843	179,386	238,821	156,036
Weighted shares of common stock outstanding — diluted	5,583,660	5,376,398	5,528,880	5,345,158

Outstanding stock options totaling 131,663 and 221,963 for the three- and six-month periods ended June 30, 2010, respectively, have been excluded from the net income per common share calculations because the effect on net income per common share would not have been dilutive.

Note 4 — Goodwill and Intangible Assets

As of June 30, 2011 and December 31, 2010, goodwill amounted to $3,316,490 and $3,160,858, respectively.  The increase was primarily due to foreign currency translation relating to the acquisition of Paul Lippke Handels-GmbH.  Other intangible assets (all of which are being amortized except projects in process) are as follows:

	As of June 30, 2011
	Cost		Accumulated Amortization			Net		Estimated Useful Lives
Patents	$	1,174,358	$	(429,391	)	$	744,967	10 to 17 years
Trademarks and trade names	512,139		(431,031		)	81,108		5 to 17 years
Other intangibles	80,000		(66,667		)	13,333		1 year
	$	1,766,497	$	(927,089	)	$	839,408

	As of December 31, 2010
	Cost		Accumulated Amortization			Net		Estimated Useful Lives
Patents	$	1,075,437	$	(412,678	)	$	662,759	10 to 17 years
Trademarks and trade names	495,850		(419,380		)	76,470		5 to 17 years
Other intangibles	778,596		(751,929		)	26,667		3 years
	$	2,349,883	$	(1,583,987	)	$	765,896

Total amortization expense for the three-month periods ended June 30, 2011 and 2010 was $21,163 and $24,312, respectively, and $41,698 and $48,154 for the six-month periods ended June 30, 2011 and 2010.  Projects in process are not amortized until the patent or trademark is granted by the regulatory agency.  Estimated amortization expense for the remainder of 2011 and each of the four succeeding fiscal years and thereafter based on the intangible assets as of June 30, 2011 is as follows:

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	Estimated Expense
2011	$	42,185
2012	$	52,528
2013	$	48,213
2014	$	37,789
2015	$	33,137
2016 and thereafter	$	226,052

Note 5 — Marketable Securities

Marketable securities at June 30, 2011 consist of municipal bonds and certificates of deposits, and are classified as held-to-maturity.  We classify our marketable securities as held-to-maturity due to our ability and intent to hold these securities until maturity or the call date as the case may be.  Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.  A decline in the market value of any held-to-maturity security below the amortized cost basis that is deemed other than temporary is charged to income, resulting in the establishment of a new cost basis for the security.  There was no impairment during the first six months of 2011, therefore, no adjustment to the amortized cost basis was made.  Currently, all of our marketable securities mature within two and one-half years.

The amortized cost and fair value for held-to-maturity securities by major security type at June 30, 2011 and December 31, 2010 were as follows:

	June 30, 2011
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificates of deposit	$	3,477,979	$	14,312	$	(634	)	$	3,491,657
Municipal bonds	5,234,918		10,482		(6,351		)	5,239,049
	$	8,712,897	$	24,794	$	(6,985	)	$	8,730,706

	December 31, 2010
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificates of deposit	$	3,225,000	$	—	$	—		$	3,225,000
Municipal bonds	2,220,724		1,811		(7,368		)	2,215,167
	$	5,445,724	$	1,811	$	(7,368	)	$	5,440,167

Note 6 — Comprehensive Income

Other comprehensive income adjustments pertain to foreign currency translation adjustments that are not included in net income but rather are recorded directly in stockholders’ equity.

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	Three Months EndedJune 30,					Six Months EndedJune 30,
	2011		2010			2011		2010
Net income	$	1,224,124	$	1,091,771		$	2,541,432	$	2,013,892
Foreign currency translation adjustments	193,283		(1,043,809		)	682,855		(1,805,188		)
Comprehensive income	$	1,417,407	$	47,962		$	3,224,287	$	208,704

Note 7 — Investment in Affiliated Company

In January 2010, we acquired a minority equity ownership interest in Luxcel Biosciences Limited (Luxcel) based in Cork, Ireland.  The investment of approximately $3,625,000 (€2,500,000) amounted to a 16.9% equity interest in Luxcel.  We have evaluated the cost versus equity method of accounting for our investment in Luxcel and determined that we do not have the ability to exercise significant influence over the operating and financial policies of Luxcel and, therefore, account for our investment on a cost basis.  In addition, we acquired warrants to purchase an additional 375,000 shares at €2.24 per share at any time within three years from the date of the initial investment.

Luxcel has developed phosphorescence-based sensors that enable rapid, high-throughput screening and detection of bacterial contamination of food and beverages, non-invasive analysis of gases in food, beverage and pharmaceutical packaging, and a rapid evaluation of drug toxicity and metabolism for drug research and development.

The investment in Luxcel is carried on our balance sheet at the original purchase price, adjusted for currency fluctuations.  We believe that it is not feasible to readily determine the fair value of this investment.  Information related to future cash flows of Luxcel is not readily available as the entity is a start-up research and development company and future cash flows are highly dependent on their ability to obtain additional funding, gain acceptance of their products in the marketplace, and obtain regulatory approvals.  Luxcel has provided reimbursement for certain research and development costs incurred by us during the three- and six-month periods ended June 30, 2011 in the amounts of approximately $87,000 and $175,000, respectively, which have been reflected in the Condensed Consolidated Statements of Income as a reduction of research and development expenses.

As part of our relationship with Luxcel, we purchase sensors which accompany our instruments for sale to an end user and are required to pay a royalty to Luxcel on the sale of such instruments.

Note 8 — Warranty

We provide a warranty for most of our products.  Warranties are for periods ranging from ninety days to one year, and cover parts and labor for non-maintenance repairs, at our location. Operator abuse, improper use, alteration, damage resulting from accident, or failure to follow manufacturer’s directions are excluded from warranty coverage.

Warranty expense is accrued at the time of sale based on historical claims experience.  Warranty reserves are also accrued for special rework campaigns for known major product modifications.  We also offer extended warranty service contracts for select products when the factory warranty period expires.

Warranty provisions and claims for the three- and six-month periods ended June 30, 2011 and 2010 were as follows:

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	Three Months EndedJune 30,						Six Months EndedJune 30,
	2011			2010			2011			2010
Beginning balance	$	220,347		$	194,097		$	217,819		$	209,710
Warranty provisions	26,720			62,860			98,777			101,505
Warranty claims	(38,615		)	(69,305		)	(108,144		)	(123,563		)
Ending balance	$	208,452		$	187,652		$	208,452		$	187,652

Note 9 — Income Taxes

As of June 30, 2011 and December 31, 2010, the liability for gross unrecognized tax benefits was $272,000 and $217,000, respectively.  Changes in gross unrecognized tax benefits during the six months ended June 30, 2011 consisted of a net increase of $26,000 for tax positions taken in the current year, and a $29,000 discrete item identified in the first quarter.  It is expected that the amount of unrecognized tax benefits for positions which we have identified will not materially change in the next twelve months.

At June 30, 2011, our 2009 Federal tax return was under review by the Internal Revenue Service.  In July 2011, the examination was closed without having a material impact on our provision for income taxes.

Note 10 — Stock-Based Compensation

As of June 30, 2011, we have reserved 523,400 shares of common stock for options and other stock-based incentive awards that are still available for grant under our 2006 stock incentive plan, and 817,538 shares for options that have been granted under either the 2006 stock incentive plan or the 1998 stock option plan but have not yet been exercised.  We issue new shares of common stock upon exercise of stock options.  There were no options granted in the first six months of 2011.

Amounts recognized in the consolidated financial statements related to stock-based compensation are as follows:

	Three Months EndedJune 30,						Six Months EndedJune 30,
	2011			2010			2011			2010
Total cost of stock-based compensation	$	97,181		$	65,686		$	194,841		$	131,846
Amount of income tax benefit recognized in earnings	(115,458		)	(3,865		)	(130,789		)	(7,344		)
Amount charged (credited) against net income	$	(18,277	)	$	61,821		$	64,052		$	124,502

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, expected option life and expected forfeiture rate.  We base our estimate of expected volatility for awards granted on daily historical trading data of our common stock for a period equivalent to the expected term of the award.  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.  We estimate the expected term consistent with historical exercise and cancellation activity of our previous share-based grants with a seven year contractual term.  Forfeitures are based on historical experience.  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.

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A summary of the option activity for the first six months of 2011 is as follows:

	Number of Shares		Weighted Average Exercise Price per Share		WeightedAverage Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2010	912,562		$	9.71	4.1	$	2,962,426
Options granted	—		—		—
Options cancelled/expired	(1,200	)	$	11.03	—
Options exercised	(93,824	)	$	9.57	—
Outstanding at June 30, 2011	817,538		$	9.73	3.6	$	4,612,341
Exercisable at June 30, 2011	660,126		$	9.31	3.1	$	4,003,284

The total intrinsic value of options exercised was $324,954 and $20,938 during the three-month periods ended June 30, 2011 and 2010, respectively, and $458,642 and $136,713 during the first six months of 2011 and 2010, respectively.

A summary of the status of our unvested option shares as of June 30, 2011 is as follows:

	Number of Shares		WeightedAverage Grant Date Fair Value
Unvested at December 31, 2010	185,812		$	3.23
Options granted	—		—
Options cancelled	(1,150	)	$	2.86
Options vested	(27,250	)	$	3.95
Unvested at June 30, 2011	157,412		$	2.55

As of June 30, 2011, there was $401,866 of total unrecognized compensation cost related to unvested stock-based compensation granted under our plans.  That cost is expected to be recognized over a weighted-average period of 1.3 years.  The total fair value of option shares vested during the three-month periods ended June 30, 2011 and 2010 was $53,819 and $27,880, respectively, and $107,638 and $55,760 during the six-month periods ended June 30, 2011 and 2010, respectively.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess our financial condition and results of operations.  Statements that are not historical are forward-looking and involve risks and uncertainties discussed below under the caption “Forward-Looking Statements.”  The following discussion of the results of operations and financial condition of MOCON should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this report.

Overview

Description of Business

MOCON, Inc. designs, manufactures, markets and services products and provides consulting and testing services primarily in the measurement and analytical instrument and services markets.  Our products include instruments that detect, measure and monitor gases and chemical compounds.  We continually seek growth opportunities through technological and product improvement, by developing new products, and by acquiring new companies, new product lines, or rights to technologies.

We have three primary operating locations in the United States — Minnesota, Colorado and Texas — and we have foreign offices and laboratories in Germany and China.  We use a mix of a direct sales force and independent sales representatives to market our products and services in the United States, Canada, Germany and China, and we use a network of independent sales representatives to market and service our products and services in other foreign countries.

Historically, a significant portion of our sales has come from international customers.  In recognition of the importance of our international customers, we maintain a physical presence in Europe through our wholly-owned subsidiary located in Neuwied, Germany, and in Asia through a sales and service office and laboratory in Shanghai, China.

Our ongoing plans for growth include continued substantial funding for research and development to drive new product development, together with strategic acquisitions where appropriate.

Products

Our permeation products consist of instruments and services that measure the rate at which various gases and vapors permeate through a variety of materials.  This is our original business, and still contributes the largest portion of our consolidated revenues.  These products perform measurements under precise temperature, pressure and relative humidity conditions.  The principal market for these products consists of manufacturers of packaging materials and the users of such materials such as companies in the food, beverage, pharmaceutical and consumer product industries.  We invest a significant portion of our R&D dollars each year on new product development in this area, which has resulted in continuous growth and market leadership.  For example, our AQUATRAN® ultra-high sensitivity, trace moisture permeation analyzer has been increasingly accepted as the standard test instrument of choice in the flat panel, solar cell and electronics industries, and is used by customers to extend the life time and quality of these devices.

For permeation customers who do not desire to purchase our instrumentation, we offer a range of consulting and testing services.  This part of our business is also growing and we are expanding the model beyond the borders of North America.  Today, we have MOCON-owned laboratories in the United States, Germany and China, and collaborative laboratories in India, Canada and Ireland.  We plan to have additional collaborative laboratories in other countries in the near future.

The instruments in our packaging products group are used to measure leaks and to analyze the gaseous

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headspace of sealed packages, as applied in the food, beverage, pharmaceutical, medical device and other industries.  We have recently developed and introduced our OpTech®-O2 Platinum oxygen analyzer which incorporates proprietary sensor technology developed by Luxcel Biosciences Limited (Luxcel).  This instrument is able to measure the oxygen concentration in food, beverage, pharmaceutical or medical device packages without piercing the package.  This new technology enables manufacturers in these industries to track and trace their products during the manufacturing and distribution phase, and to follow changes in oxygen levels as they occur.  This is an important test for determining shelf-life, safety and quality.

We also manufacture advanced gas analysis and monitoring instrumentation used in applications such as oil and gas exploration, process gas analysis, industrial hygiene and safety, environmental air monitoring and homeland security.  The two principal instruments in this group are gas chromatographs and total hydrocarbon analyzers.  These instruments are typically installed in fixed locations at the monitoring sites and generally perform their functions of detecting and measuring various hydrocarbons continually or at regular intervals.  Our new BevAlert® system tests the purity of carbon dioxide used to carbonate soft drinks, beer and mineral waters around the world.  As manufacturers of these consumer beverages expand their businesses and operations, especially into developing countries, they are increasingly investing in better instrumentation to ensure that the final product is free of contaminants.  Our BevAlert system is well suited to addressing the concerns of manufacturers of beverages, and we believe this is a growth opportunity for us, as our sales of the BevAlert system have been increasing over the past two years.  We also manufacture and sell gas sensors and detectors which are sold to original equipment manufacturers (OEMs) of mobile monitoring equipment.

Our newest product offering is focused on the food safety market.  With the sensor technologies and expertise we acquired with our recent investment in Luxcel, coupled with our core instrumentation capabilities, we developed our GreenLight™ food safety product line.  This breakthrough technology permits, for the first time, determination of the presence or absence of aerobic bacteria in food products or ingredients in as little as one to six hours.  This is a dramatic improvement over the 48 to 72 hour tests currently being used by the food industry.  There are three models of the GreenLight product line currently available, two of which were introduced in 2011.

Results of Operations

The following table sets forth the relationship between various components of our results of operations, stated as a percent of sales, for the three and six-month periods ended June 30, 2011 and 2010:

	Three Months Ended June 30,		Six Months Ended June 30,
	2011	2010	2011	2010
Sales	100.0	100.0	100.0	100.0
Cost of sales	38.6	38.9	37.2	39.0
Gross profit	61.4	61.1	62.8	61.0
Selling, general and administrative expenses	34.7	36.7	35.0	37.6
Research and development expenses	7.5	7.1	6.9	7.4
Operating income	19.2	17.3	20.9	16.0
Other income, net	0.4	3.9	0.3	3.9
Income before income taxes	19.6	21.2	21.2	19.9
Income taxes	6.1	6.4	7.2	6.0
Net income	13.5	14.8	14.0	13.9

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Comparison of Financial Results for the Three- and Six-Month Periods Ended June 30, 2011 and 2010

Sales

Sales for the three-month period ended June 30, 2011 were $9,082,000, up 24% compared to $7,351,000 for the same period in 2010.  We experienced increases in the three major product groups as we continue to see signs of improvement in the global economy.  Sales to domestic and foreign customers increased 35% and 16%, respectively, over the prior year.  Domestic and foreign sales accounted for 43% and 57%, respectively, of our consolidated second quarter sales in 2011, and 40% and 60% of our consolidated sales, respectively, for the same period in 2010.  Sales increases in Europe, Australia, Canada and Korea were more than enough to offset declines in Japan, China, Saudi Arabia, Taiwan and the Philippines, which allowed us to post an overall increase in international sales for the second quarter in 2011.

Sales for the six-month period ended June 30, 2011 were $18,157,000, up 26% compared to $14,445,000 for the same period in 2010.  Sales increased in all four product groups with permeation instruments showing the largest improvement.  On a geographical basis, sales increased 27% and 25% in our domestic and foreign markets, respectively.  Domestic and foreign sales accounted for 43% and 57%, respectively, of our consolidated sales for the first six months of 2011, and 42% and 58% for the same period in 2010.

The following table summarizes total sales by product line for the three- and six-month periods ended June 30, 2011 and 2010:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2011		2010		2011		2010
Permeation products and services	$	5,239,366	$	4,074,539	$	10,890,040	$	8,194,051
Gas analyzers, sensors and detectors	1,742,412		1,442,712		3,263,056		2,768,346
Packaging products and services	1,535,546		1,256,825		2,768,626		2,317,467
Other instruments and services	564,702		577,195		1,234,927		1,164,730
	$	9,082,026	$	7,351,271	$	18,156,649	$	14,444,594

The following table sets forth the relationship between various components of domestic and foreign sales for the three- and six-month periods ended June 30, 2011 and 2010:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2011		2010		2011		2010
Domestic sales	$	3,919,449	$	2,909,715	$	7,783,536	$	6,118,634
Foreign sales:
Europe	2,276,450		1,711,057		4,489,735		3,552,180
Asia	1,730,049		2,324,328		3,822,938		3,709,679
Other	1,156,078		406,171		2,060,440		1,064,101
Total foreign sales	5,162,577		4,441,556		10,373,113		8,325,960
	$	9,082,026	$	7,351,271	$	18,156,649	$	14,444,594

Permeation Products and Services — Sales of our permeation products and services increased 29% for the second quarter ended June 30, 2011 compared to the same period in the prior year, and

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accounted for 58% and 55% of our consolidated second quarter sales in 2011 and 2010, respectively.  We believe this increase is partially related to the emphasis being placed on sustainable packaging materials as well as sales to the electronics industry to address water vapor permeation in flexible displays, solar panels and OLEDs (optical light emitting displays).  The increase in sales came primarily in our domestic markets, as sales of permeation products and services to domestic customers increased 91% for the second quarter 2011 compared to the same period in 2010, while foreign sales increased 11% over the same period.

Sales of our permeation products and services, which accounted for 60% and 57% of our consolidated sales during the first six months in 2011 and 2010, increased 33% during the first six months of 2011 compared to the same period in 2010.  International sales of permeation products and services accounted for 66% of sales in this product group and increased 18% over the prior year.  Domestic sales accounted for 34% of this product group and increased 77% in the first six months of 2011 compared to the same period in the prior year.

Gas Analyzers, Sensors and Detectors— Sales of our gas analyzers, sensors and detector products and services, which accounted for 19% and 20% of our consolidated second quarter sales in 2011 and 2010, respectively, increased 21% during the second quarter 2011 compared to the same period in 2010.  Within this group, sales of gas chromatographs and OEM FID detectors to the energy sector accounted for the majority of the increase.

Sales of our gas analyzers, sensors and detector products and services, which accounted for 18% and 19% of our consolidated sales during the first six months in 2011 and 2010, respectively, increased 18% during the first six months of 2011 compared to the same period in 2010.  This increase is primarily due to sales of gas chromatographs and total hydrocarbon analyzers to the oil and gas exploration, industrial hygiene and environmental monitoring markets, as well as sales of OEM detectors for use in the energy market.

Packaging Products and Services— Sales of our packaging products and services, which accounted for 17% of our consolidated second quarter sales in both 2011 and 2010, increased 22% during the second quarter 2011 compared to the same period in 2010.  This group consists of headspace analyzers and leak detection instruments, both of which contributed to the growth in the second quarter 2011, primarily in the foreign markets.  We believe the growth in this product line is a result of adding additional sales people and targeting other markets besides food — i.e. medical, pharmaceutical and OEM applications.

Sales of our packaging products and services, which accounted for 15% and 16% of our consolidated sales during the first six months in 2011 and 2010, respectively, increased 19% during the first six months of 2011 compared to the same period in 2010.  Foreign sales of these products increased 29% in the first six months of 2011 compared to the prior year, while domestic shipments increased 13%.

Other Instruments and Services— Sales in our other instruments and services category, which accounted for 6% and 8% our consolidated second quarter sales in 2011 and 2010, respectively, decreased 2% in the second quarter 2011, compared to the same period in 2010.  This decrease was primarily the result of decreased demand for our multi-dimensional gas chromatography instruments and related services, as well as lower shipments of weighing and pharmaceutical products and services, offset somewhat by increases in sales of our analytical testing and consulting, and new products for the food safety market.

Sales in our other instruments and services category, which accounted for 7% and 8% of our consolidated sales during the first six months in 2011 and 2010, respectively, increased 6% during the first six months of 2011, compared to the same period in 2010.  This increase was due primarily to increased demand for our analytical testing and consulting, and new products for the food safety market, offset somewhat by decreases in sales of our gas chromatography instruments and services, and

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weighing and pharmaceutical products and services.

Gross Profit

The gross profit margin for our product sales was consistent at 63.0% for the three-month period ended June 30, 2011, compared to 62.5% for the three-month period ended June 30, 2010.  The gross profit margins for our consulting services were 42.8% and 46.1%, respectively, for the three-month periods ended June 30, 2011 and 2010.  This decrease was due to the varying margins between consulting service projects.

For the six months ended June 30, 2011 and 2010, the gross profit margins for our products were 64.1% and 62.4%, respectively.  This increase was the result of a favorable sales mix and manufacturing efficiencies realized through higher production volumes.  For the six months ended June 30, 2011 and 2010, the gross profit margins for our consulting services were 48.6% and 46.4%, respectively.  This improvement was due primarily to the higher sales volume in the current year which more adequately covered our fixed costs.

The overall gross profit margin varies from quarter to quarter depending on product mix and other factors.  However, our margins are within the expected range.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $3,149,000, or 34.7% of consolidated sales, in the three-month period ended June 30, 2011, compared to $2,701,000, or 36.7% of consolidated sales, in the same period of 2010.  The dollar increase in the current year was primarily related to increased travel and promotion, domestic sales commission, professional fees, and salary and related benefits stemming from a 10% employment increase, offset somewhat by lower bad debt expense.

SG&A expenses were $6,354,000 in the six-month period ended June 30, 2011, compared to $5,434,000 in the same period of 2010.  As a percentage, SG&A expenses were 35.0% and 37.6% of consolidated sales in the first six months of 2011 and 2010, respectively, due to the higher sales level in 2011.  The 2011 dollar increase was primarily related to higher salary and related benefits, incentive compensation, domestic sales commission and travel and promotion.  Those increases were somewhat offset by lower bad debt expense.

Research and Development Expenses

Research and development expenses were $686,000, or 7.5% of sales in the second quarter 2011, compared to $523,000, or 7.1% of sales, in the same period of 2010.  R&D expenses were $1,243,000, or 6.9% of sales in the first six months of 2011, compared to $1,071,000, or 7.4% of sales, in the same period of 2010.  The expenses for the three and six months ended June 30, 2011 are net of approximately $87,000 and $175,000, respectively, which was received from Luxcel as reimbursement for certain collaborative research efforts.  We intend to continue to spend 6% to 8% of our annual consolidated sales on research and development efforts, and a significant portion of R&D expenditures thus far in 2011 have been devoted to the food safety market.

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Other Income

Other income for the three- and six-month periods ended June 30, 2011 and 2010 was as follows:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2011		2010		2011			2010
Interest income	$	29,173	$	22,910	$	50,268		$	52,653
Foreign currency exchange gain (loss)	3,250		262,959		(5,313		)	501,492
Other	3,133		3,480		3,271			5,072
	$	35,556	$	289,349	$	48,226		$	559,217

The foreign currency gains in the second quarter and six months ended June 30, 2010 were primarily the result of adjusting a euro-based intercompany loan obligation to market value at June 30, 2010.

Income Tax Expense

Our provision for income taxes was 31.2% and 30.0% of income before income taxes for the second quarters ended June 30, 2011 and 2010, respectively.  The lower rate in the second quarter 2010 was due primarily to foreign tax credits generated by the repatriation of funds from Germany.  For the six-month periods ended June 30, 2011 and 2010, our provision for income taxes was 33.9% and 30.0%, respectively.  The lower rate in the six-month period in 2010 was due primarily to foreign tax credits generated by the repatriation of funds from Germany.  In addition, the 2011 rate was higher due to certain discrete adjustments that were recognized in the first quarter.

Based on current projected annual operating results and current income tax rates, we expect the effective tax rate for the remainder of 2011 to be in the range of 31% to 34%.  This rate fluctuates over time based on the income tax rates in the various jurisdictions in which we operate, and also the level of profits in those jurisdictions.

Net Income

Net income was $1,224,000 in the second quarter 2011, compared to $1,092,000 in the second quarter 2010.  Diluted net income per share was $0.22 and $0.20 in the second quarters of 2011 and 2010, respectively.  For the six months ended June 30, 2011, net income was $2,541,000, or $0.46 per diluted share, compared to net income of $2,014,000, or $0.38 per diluted share in the prior year.

Liquidity and Capital Resources

We have historically financed our operations, capital equipment and other cash requirements through our cash flows generated from operations.  Total cash, cash equivalents and marketable securities increased $3,832,000 during the first six months of 2011 to $16,233,000 as of June 30, 2011, compared to $12,401,000 at December 31, 2010.  The increase was primarily due to the cash provided by operating activities in the amount of $4,324,000.  Our working capital as of June 30, 2011 was consistent at $13,709,000, decreasing only $58,000 compared to $13,767,000 at December 31, 2010.

We invest a large portion of our available cash in highly liquid marketable securities consisting primarily of certificates of deposits, municipal bonds, and money market funds.  Our investment policy is to manage these assets to preserve principal, maintain adequate liquidity at all times, and maximize returns subject to investment guidelines we maintain.

We believe that a combination of our existing cash, cash equivalents and marketable securities, and an expected continuation of cash flow from operations, will continue to be adequate to fund our operations

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and working capital, capital expenditures, dividend payments and any stock repurchases that our board of directors may authorize, for at least the next twelve months.  We currently do not have any committed lines of credit or other credit facilities.

One of our strategic objectives is, as market and business conditions warrant, to consider acquisitions of, or investments in, businesses, products and/or technologies.  In this regard, in January 2010, we made the investment in Luxcel, to help us establish a stronger presence in the food safety market.  If we consummate one or more additional acquisition or investment opportunities, the cost of which exceeds our existing cash resources, we may need to fund such activities with a portion of our cash balances and debt and/or equity financing.  If we need to raise additional capital, an equity-based or equity-linked financing may be used which could be dilutive to existing shareholders.  If we raise additional funds by issuing debt, we may be subject to restrictive covenants that could limit our operational flexibility and higher interest expense could dilute earnings per share.

Cash Flow

Cash Flow from Operating Activities

Our primary source of funds is cash provided by operating activities which totaled $4,324,000 and $2,669,000 in the first six months of 2011 and 2010, respectively.  The key components of the cash provided by operating activities in 2011 were the income for the period and decreases in accounts receivable and prepaid income taxes, partially offset by an increase in inventories and a decrease in the accrual for compensation and related expenses.

Cash Flow from Investing Activities

Cash used in investing activities totaled $3,634,000 and $2,056,000 in the first six months of 2011 and 2010, respectively.  The primary reasons for cash used in investing activities in 2011 were the net purchases of marketable securities of $3,267,000 and capital expenditures of $281,000, the majority of which relates to laboratory and production equipment.

Cash Flow from Financing Activities

Cash used in financing activities totaled $316,000 and $793,000 in the first six months of 2011 and 2010, respectively.  During the first six months of 2011 and 2010, we made dividend payments to our shareholders of $1,029,000 and $960,000, respectively.  Partially offsetting the impact of the dividend payments were the proceeds from the exercise of stock options in the amounts of $649,000 and $163,000, respectively, in the first six months of 2011 and 2010.

We currently are not authorized by our Board of Directors to make repurchases of our common stock.

Contractual Obligations

We refer you to our Annual Report on Form 10-K for the year ended December 31, 2010 for a summary of our contractual obligations

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by the rules and regulations of the SEC, that have or are reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  As a result, we are not materially exposed to financing, liquidity, market or credit risk that could arise if we had engaged in these arrangements.

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Recently Issued Accounting Guidance

In June 2011, the FASB issued ASU No 2011-05, Presentation of Comprehensive Income, which requires entities to present reclassification adjustments included in other comprehensive income on the face of the financial statements and allows entities to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  It also eliminates the option for entities to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.  For public companies, ASU No. 2011-05 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2011, with earlier adoption permitted.  Adoption of this guidance is not expected to have a material effect on our consolidated financial statements.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to our consolidated financial statements.  This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  The Securities and Exchange Commission has defined a company’s most critical accounting policies as those that are most important to the portrayal of its financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, we have identified the following critical accounting policies.  Although we believe that our estimates and assumptions are reasonable, they are based upon information available when they are made.  Actual results may differ significantly from these estimates under different assumptions or conditions.

Revenue recognition — We recognize revenue when it is realized or realizable and earned.  We consider revenue realized or realizable when persuasive evidence of an arrangement exists, the product has been shipped or the services have been provided to the customer, title and risk of loss of products has passed to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.  Our terms are FOB shipping point with no right of return, except in rare cases, and customer acceptance of our products is not required.  The revenue recognition policy does not differ among the various product lines, the marketing venues, or various geographic destinations.  We do not have distributors who stock our equipment.  We do not offer rebates, price protection, or other similar incentives, and discounts when offered are recorded as a reduction in revenue.  We record revenue net of sales tax charged to the customer.

Revenue for preventive maintenance agreements is recognized on a per visit basis and extended warranties on a straight-line basis over the life of the contracts.

Our accounting treatment for recognizing revenue from shipments with multiple element arrangements was changed in the first quarter 2010, as we adopted ASC Topic 605.  This guidance provides that the overall arrangement fee will be allocated to each element (both delivered and undelivered items) based on their relative selling prices, as demonstrated by vendor-specific objective evidence (VSOE) or third-party evidence (TPE).  Where VSOE or TPE is not available, revenue will be allocated using an estimated selling price.  This change did not have a material impact on our consolidated financial statements.

Allowance for doubtful accounts and sales returns — Our allowance for doubtful accounts and sales returns is for accounts receivable balances that are estimated to be uncollectible as well as anticipated sales returns.  The reserve is based on a number of factors, including:  (1) an analysis of

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customer accounts and (2) our historical experience with accounts receivable write-offs and sales returns.  The analysis includes the age of the receivable, the financial condition of a customer or industry and general economic conditions.  We believe our financial results could be materially different if historical trends are not predictive of future results or if economic conditions worsened for our customers.  In the event we determine that a smaller or larger allowance for doubtful accounts is appropriate, we would record a credit or charge to selling, general and administrative expense in the period that we made such a determination.  As of June 30, 2011, we had $151,000 reserved against our accounts receivable for doubtful accounts and sales returns.

Accrual for excess and obsolete inventories — We perform a quarterly analysis to identify excess and obsolete inventory.  We record a charge to cost of sales for amounts identified.  Our analysis includes inventory levels, the nature of the components and their inherent risk of obsolescence and the on-hand quantities relative to the sales history of that component.  We believe that our financial results could be materially different if historical trends are not predictive of future results or if demand for our products decreased because of economic or competitive conditions or otherwise.  As of June 30, 2011, we had $325,000 accrued for excess and obsolete inventories.

Recoverability of long-lived assets — We assess the recoverability of goodwill and other long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset.  We deem an asset to be impaired if a forecast of undiscounted future operating cash flows is less than an asset’s carrying amount.  If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value.  Changes in our business strategies, changes in the economic environment in which we operate, competitive conditions, and other factors could result in future impairment charges.

Accrued product warranties — Our products are generally covered by a warranty, with warranty periods ranging from ninety days to one year from the date of sale.  Estimated warranty costs are accrued in the same period in which the related revenue is recognized, based on anticipated parts and labor costs, utilizing historical experience.  Additional warranty reserves are also accrued for major rework campaigns.  We periodically assess the adequacy of our warranty reserves based on changes in these factors and record any necessary adjustments if actual claim experience indicates that adjustments are necessary.  Although we believe the likelihood to be relatively low, warranty claims experience could be materially different from actual results due to manufacturing changes that could impact product quality, a change in our warranty policy in response to industry trends, as yet unrecognized defects in products sold, or other factors.  As of June 30, 2011, we had $208,000 accrued for future estimated warranty claims.

Income taxes — In the preparation of our consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which we operate.  This process involves estimating actual current tax exposures together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets.

Management reviews the deferred tax assets for recoverability on a quarterly basis and assesses the need for valuation allowances.  These deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income streams and the impact of tax planning strategies.  A valuation allowance is recorded to reduce deferred tax assets when it is determined that it is more likely than not that we would not be able to realize all or part of our deferred tax assets.  At June 30, 2011 and December 31, 2010, we provided a valuation allowance in the approximate amount of $318,000 against our net deferred tax assets, related to the capital loss carryforward.

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Forward-Looking Statements

This quarterly report on Form 10-Q contains or incorporates by reference not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections.  In addition, we or others on our behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our website or otherwise.  All statements other than statements of historical facts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations, addressable market size estimates and business.  We have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “might,” “forecast,” “possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate” or “continue” and other words and terms of similar meaning.  These forward-looking statements may be contained in the notes to our consolidated financial statements and elsewhere in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements involve risks and uncertainties.  These uncertainties include factors that affect all businesses as well as matters specific to us.  Some of the factors known to us that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements are described below.

·Increases in prices for raw materials;

·Risks inherent in operating internationally and selling and shipping our products and purchasing our products and components internationally;

·The natural disaster in Japan could continue to negatively impact our sales;

·Fluctuations in foreign currency exchange rates and interest rates;

·Failure to develop new products and technologies, delays in new product introduction and lack of market acceptance of new products;

·Failure to effect strategic acquisitions and integrate effectively newly acquired operations;

·Incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions;

·Exposure to assertions of intellectual property claims and failure to protect our intellectual property;

·Disruption in our ability to manufacture our products or the ability of our key suppliers to provide us products or components or raw materials for products resulting in our inability to supply market demand for our products;

·Reliance on independent sales distributors and sales associates to market and sell our products;

·Highly competitive nature of the markets in which we sell our products and the introduction of competing products;

·Loss of customers;

·Failure to retain senior management or replace lost senior management;

·Employee slowdowns, strikes or similar actions;

·Reliance on our management information systems for inventory management, distribution, accounting and other functions;

·Effects of any potential litigation;

·Failure to comply with applicable laws and regulations and adverse changes in applicable laws or regulations;

·Changes in generally accepted accounting principles; or

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·Conditions and changes in general economic and business conditions.

For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or could otherwise materially adversely affect our business, financial condition or operating results, see our annual report on Form 10-K for the fiscal year ended December 31, 2010 under the heading “Part I — Item 1A.  Risk Factors” on pages 9 through 14 of such report.

We wish to caution readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated.  Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others that we may consider immaterial or do not anticipate at this time.  Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct.  The expectations reflected in our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those described above.  The risks and uncertainties described above are not exclusive and further information concerning us and our business, including factors that potentially could materially affect our financial results or condition, may emerge from time to time.  We assume no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.  We advise you, however, to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the Securities and Exchange Commission.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Equity Price and Interest Rate Risk

All of our marketable securities, some of which are insured by the FDIC, are at fixed interest rates and mature within two and one-half years; therefore, we believe that the market risk arising from the holding of these financial instruments is minimal.

Foreign Currency Risk

Historically, in excess of 50% of our consolidated sales have been to international destinations.  Since we invoice most of these customers in U.S. dollars, we do not have significant exposure to foreign currency transaction risk.  We invoice a small amount to our international customers in their local currency which exposes us to some transaction gain or loss when converting their payments into U.S. dollars.  We also pay a small number of our international suppliers in their local currency which exposes us to transaction gain or loss.  However, these have not resulted in material amounts in the past.

Our foreign operations expose us to foreign currency exchange risk when the euro and yuan currency results of operations are translated to U.S. dollars.  We historically have not experienced any material foreign currency translation gains or losses, however, we realized a foreign currency transaction gain in the first half of 2010 relating to the valuation of a euro-denominated intercompany loan which originated in the first quarter 2010.  To mitigate the effect of any further currency fluctuations, we purchased a foreign currency forward contract which acted as a hedge against any additional gains or losses.  This contract, with a notional amount totaling approximately $3,089,000, matured in January 2011, which coincided with the settlement of the intercompany loan.

Our investments in foreign subsidiaries translated into U.S. dollars are not hedged.  Any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment, a component of accumulated other comprehensive income in stockholders’ equity, and would not impact our net income.

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Item 4.Controls and Procedures

Evaluation of Disclosure 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.  In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.  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 and our consolidated subsidiaries 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 quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.OTHER INFORMATION

Item 1A.Risk Factors

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 or could cause our actual results to differ materially from our expectations are described in our annual report on Form 10-K for the fiscal year ended December 31, 2010 under the heading “Part I — Item 1A. Risk Factors.”  There has been no material change in those risk factors.

Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

We did not sell any equity securities of MOCON, Inc. during the second quarter ended June 30, 2011 that were not registered under the Securities Act of 1933.

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Issuer Repurchases of Equity Securities

Other than the withholding of 5,314 shares of our common stock in connection with the cashless net exercise of stock options to pay the exercise price of such options, we did not repurchase any equity securities of MOCON, Inc. during the second quarter ended June 30, 2011.

Item 6.Exhibits

The following exhibits are being filed or furnished with this quarterly report on Form 10-Q:

Exhibit No.	Description
3.2	Third Restated Bylaws, as amended
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101	The following materials from MOCON, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the unaudited Condensed Consolidated Balance Sheets, (ii) the unaudited Condensed Consolidated Statements of Income, (iii) the unaudited Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.* (furnished herewith)

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under Section 11 or 12 of the Securities Act of 1933, as amended, or otherwise subject to the liability of those sections, except as shall be expressly set forth by specific reference in such filings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOCON, INC.
Date: August 12, 2011	/s/ Robert L. Demorest
	Robert L. Demorest
	Chairman, President and Chief
	Executive Officer
	(Principal Executive Officer)
Date: August 12, 2011	/s/ Darrell B. Lee
	Darrell B. Lee
	Vice President, Treasurer and Chief
	Financial Officer
	(Principal Financial and Accounting Officer)

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MOCON, INC.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2011

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
3.2	Third Restated Bylaws, as amended	Filed herewith
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
101	The following materials from MOCON, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the unaudited Condensed Consolidated Balance Sheets, (ii) the unaudited Condensed Consolidated Statements of Income, (iii) the unaudited Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.*	Furnished herewith

*      Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under Section 11 or 12 of the Securities Act of 1933, as amended, or otherwise subject to the liability of those sections, except as shall be expressly set forth by specific reference in such filings.

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EX-3.2

EXHIBIT 3.2

THIRD RESTATED BYLAWS OF
MODERN CONTROLS INC.
[as amended through May 26, 2011]

ARTICLE I.
OFFICES AND CORPORATE SEAL

Section 1.01         Registered and Other Offices.  The registered office of the corporation in Minnesota shall be that set forth in the Restated Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or statement of the board of directors or certificate of the corporation filed with the Secretary of State of Minnesota changing the registered office in the manner prescribed by law.  The corporation may have such other offices, within or without the State of Minnesota, as the board of directors shall, from time to time, determine.

Section 1.02         Corporate Seal.  There shall be no corporate seal.

ARTICLE II.
SHAREHOLDERS’ MEETINGS

Section 2.01         Place.  All meetings of the shareholders shall be held at the registered office of the corporation or at such place as the board of directors may designate.

Section 2.02         Time of Annual Meeting.  An annual meeting of the shareholders shall be held during the month of May in each year for the purpose of electing by a majority vote a board of directors and for such other purposes as are appropriate.  The time, date and place shall be fixed by resolution by the board of directors sufficiently in advance of said shareholders’ meeting in order to give all shareholders notice thereof as provided herein.

Section 2.03         Notice of Meetings.  Written notice of the annual meeting and of any special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be mailed, postage prepaid, at least 14 days prior to such meeting to each shareholder entitled to vote thereat.  Such notice shall be mailed to the last known address of each such shareholder as the same appears on the books of the corporation.

Section 2.04         Record Date.  The Board of Directors may fix a time, not exceeding sixty (60) days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote at such meeting, notwithstanding any transfer of any shares on the books of the corporation after any record date so fixed.  If the board of directors fails to fix a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of the shareholders, the record date shall be the 60th day preceding the date of such meeting.  The board of directors may close the books of the corporation against transfer of shares during the whole or any part of such period.

Section 2.05         Quorum; Adjourned Meetings.  The holders of 33 1/3 percent of the voting power of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business; said holders may be present at the meeting either in

person or by proxy.  If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though withdrawal of shareholders originally present leaves less than the proportion or number otherwise required for a quorum.  In case a quorum shall not be present in person or by proxy at a meeting, those present in person or by proxy may adjourn to such day as they shall, by majority vote, agree upon, and a notice of such adjournment shall be mailed to each shareholder entitled to vote at least 14 days before such adjourned meeting.  If a quorum was present in person or by proxy at the time a duly called or held meeting convened, a meeting may be adjourned from time to time without notice other than announcement at the meeting.  At adjourned meetings at which a quorum is present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.06         Voting.  At each meeting of the shareholders, every shareholder having the right to vote at such meeting shall be entitled to vote either in person or by proxy duly appointed by an instrument in writing subscribed by the shareholder and filed with the secretary of the corporation before or at the time of the meeting.  Unless otherwise provided by the articles of incorporation or a resolution of the board of directors filed with the Secretary of State of the State of Minnesota, each shareholder shall have one vote for each share having voting power standing in his or her name on the books of the corporation.

Section 2.07         Waiver of Notice.  A shareholder may waive notice of any meeting of shareholders.  A waiver of notice by a shareholder entitled to notice is effective whether given before, at or after the meeting and whether given in writing, orally or by attendance in person or by proxy.

ARTICLE III.
BOARD OF DIRECTORS

Section 3.01         Function of Directors.  The property, business and affairs of the corporation shall be managed by, or shall be under the direction of, the board of directors.

Section 3.02         Number and Qualification.  The number of directors shall be the number elected by the shareholders at the last annual meeting of shareholders.  The number of directors may be increased by resolution or by amendment hereto adopted by the board of directors. Directors need not be shareholders of the corporation.

Section 3.03         Term of Office.  Each of the directors shall hold office until the latter of the annual meeting of the shareholders next held after his or her election or until his or her successor shall have been elected and shall qualify, unless he or she shall sooner resign or shall sooner have been removed in the manner provided by law.

Section 3.04         Board Meetings; Place and Notice.  Meetings of the board of directors may be held from time to time at any place within or without the State of Minnesota that the board of directors, or the chairman thereof, may designate.  In the absence of designation by the board of directors, or the chairman thereof, board meetings shall be held at the principal executive office of the corporation, except as may be otherwise unanimously agreed orally or in writing or by attendance.  Any director may call a board meeting by giving five days notice to all

2

directors of the date and time of the meeting.  The notice need not state the purpose of the meeting.  Notice may be given by mail, telephone, telegram, or in person.  If a meeting schedule is adopted by the board, or if the date and time of a board meeting has been announced at a previous meeting, no notice is required.

Section 3.05         Waiver of Notice.  A director may waive notice of a meeting of the board.  A waiver of notice by a director is effective, whether given before, at or after the meeting and whether given in writing, orally or by attendance.

Section 3.06         Quorum.  A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the board of directors.  The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors.

Section 3.07         Vacancies.  Any vacancy on the board of directors resulting from the death, resignation or removal of a director, or increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum.  A director elected under this provision to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next annual or special meeting of the shareholders.

Section 3.08         Committees.  The board may by resolution establish committees in the manner provided by law.  Committee members need not be directors.

Section 3.09         Absent Directors.  A director may give advance written consent or opposition to a proposal to be acted on at a board meeting.  If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of, or against, the proposal and shall be entered in the minutes or other record of the action of the meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

ARTICLE IV.
OFFICERS

Section 4.01         The officers of the corporation shall consist of a chief executive officer, a president, one or more vice presidents as designated by the board of directors, a secretary, and a treasurer.  Any two offices, except those of president and vice president, may be held by the same person.  Officers need not be directors.  Unless established by the board of directors as separate offices, the treasurer shall be the chief financial officer.  The board of directors may elect or appoint such additional officers as it deems necessary for the operation and management of the corporation, each of whom shall have the powers, rights and duties, responsibilities and terms of office as the board may determine from time to time.

Section 4.02         Election and Term of Office.  The officers of the corporation to be elected by the board of directors shall be elected annually by the board of directors at the meeting of the board of directors next following the annual meeting of shareholders.  Each officer elected by the board of directors shall hold office until his successor shall have been duly

3

elected and shall have qualified or until he shall resign or shall have been removed in the manner provided by law.

Section 4.03         Removal.  An officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.

Section 4.04         Vacancies.  A vacancy in any office resulting from death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 4.05         Chief Executive Officer.  The chief executive officer shall have all the powers and duties prescribed by statute (Minn. Stat. §302A.305, subd. 2).  Without limiting the generality of the foregoing, he shall have the authority, subject to such rules as may be prescribed by the board of directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at his discretion.  He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the board of directors; and, except as otherwise provided by law or the board of directors, he may authorize the president or any vice president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead.  Additionally, long range research and development shall be under the direct supervision of the chief executive officer.  In general he shall perform all duties incident to the chief executive officer and such other duties as may be prescribed by the board of directors from time to time.

Section 4.06         President.  The president shall be the chief operating officer of the corporation and, as such, shall supervise and be responsible for the manufacturing, marketing and sales, and operational research and development activities of the corporation.

Section 4.07         Vice Presidents.  There shall be such vice presidents as the board from time to time shall determine, and such vice presidents shall have such duties, functions and responsibilities as the board from time to time shall prescribe.

Section 4.08         Secretary.  The secretary shall: (a) keep the minutes of the meetings of shareholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the stock transfer books of the corporation; and (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chief executive officer or by the board of directors.

Section 4.09         Treasurer.  Unless the office of chief financial officer is established as a separate office, the treasurer shall be the chief financial officer of the corporation and, as such,

4

he shall have all the powers and duties prescribed by statute (Minn. Stat. §302A.305, subd. 3).  If required by the board of directors, the treasurer and any assistant treasurer selected by the board of directors shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 4.10         Assistant and Acting Officers.  The assistant secretaries and assistant treasurers, if any, selected by the board of directors shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the secretary or treasurer, respectively, or by the chief executive officer or the board of directors.  In the absence of such delegation or assignment, any such assistant secretary or assistant treasurer shall have the powers and duties set forth herein with respect to the offices of secretary and treasurer, respectively.  The board of directors shall have the power to appoint any person to perform the duties of an officer whenever for any reason it is impracticable for such officer to act personally.  Such acting officer so appointed shall have the powers of and be subject to all the restrictions upon the officer to whose office he is so appointed except as the board of directors may by resolution otherwise determine.

Section 4.11         Salaries.  The salaries of the chief executive officer and president and any other salaried officers who are also directors shall be fixed from time to time by the board of directors.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
[as amended on December 13, 2007]

Section 5.01         Form.  The shares of the corporation stock may be certificated or non-certificated, as provided under the Minnesota Business Corporation Act, and shall be entered in the books of the corporation and registered as they are issued.  Any certificates representing shares of stock shall be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of the stock of the corporation owned by the shareholder.  Any certificates issued to any shareholder of the corporation shall be signed manually or by facsimile by, or in the name of, the corporation by (a) the Chief Executive Officer or the President and (b) the Treasurer or the Secretary of the corporation.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice that shall set forth the name of the corporation, that the corporation is organized under the laws of the State of Minnesota, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares

5

of stock imposed by the corporation’s Articles of Incorporation, these Bylaws, any agreement among shareholders or any agreement between shareholders and the corporation.

Section 5.02         Transfer of Certificated Stock.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the shareholder entitled thereto, cancel the old certificate and record the transaction upon the corporation’s books.  Upon the surrender of any certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face “Cancelled” and filed with the permanent stock records of the corporation.

Section 5.03         Transfer of Uncertificated Stock.  Upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the shareholder entitled thereto, and the transaction shall be recorded upon the books of the corporation.  If the corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

Section 5.04         Transfer Agent.  The Board of Directors may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize such agent to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

Section 5.05         Lost, Stolen or Destroyed Certificates.  The Board of Directors may direct a (i) new certificate or certificates or (ii) uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of (i) a new certificate or certificates or (ii) uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the owner’s legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.06         Determination of Beneficial Owner.  For purposes of communicating with those persons who are beneficial but not record owners of shares of the corporation’s voting stock, the corporation shall be entitled to rely upon the procedures set forth in Sections 14(a) and 14(c) of the Securities Exchange Act of 1934, as amended, and Rules 14a-3(d) and 14c-7 thereunder.

ARTICLE VI.
FISCAL YEAR; DIVIDENDS

Section 6.01         The Fiscal Year.  The fiscal year of the corporation shall end on the 31st day of December of each year.

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Section 6.02         Dividends.

(a)           The board of directors may from time to time declare dividends in the manner and payable in a form as it, in the reasonable exercise of its business judgment, deems appropriate and to the extent allowed by applicable law.

(b)           With respect to any dividend or distribution to be paid or to be made by the corporation, the board of directors shall fix a date as a record date for the determination of the shareholders entitled to receive such dividends or distributions, and such record date shall not be more than 20 days prior to the date such dividend is paid or distribution is made.

ARTICLE VII.
AMENDMENTS

These bylaws may be altered, amended or repealed in the manner provided by applicable law.

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Amendment No. 1

(adopted on May 26, 2011)

Section 3.02 of the Third Restated Bylaws is amended to read follows:

Section 3.02    Number, Qualifications and Term of Office. The number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board of Directors, but shall consist of not less than three (3) nor more than nine (9) directors. Directors need not be shareholders. Each of the directors shall hold office until the regular meeting of the shareholders next held after his or her election, until his or her successor shall have been elected and shall qualify, or until he or she shall resign or shall have been removed as hereinafter provided. No person (other than a person nominated by or on behalf of the Board) shall be eligible for election as a director at any annual or special meeting of shareholders unless a written request that his or her name be placed in nomination is received from a shareholder of record by the Secretary of the Company not less than sixty (60) days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director or as otherwise may be required by applicable law.

8

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Demorest, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of MOCON, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 12, 2011

/s/ Robert L. Demorest

Robert L. Demorest

Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Darrell B. Lee, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of MOCON, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 12, 2011

/s/ Darrell B. Lee

Darrell B. Lee

Chief Financial Officer and Vice President

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MOCON, Inc. on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert L. Demorest, Chief Executive Officer of MOCON, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of MOCON, Inc.

Date:  August 12, 2011

/s/ Robert L. Demorest

Robert L. Demorest

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MOCON, Inc. on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darrell B. Lee, Chief Financial Officer of MOCON, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of MOCON, Inc.

Date:  August 12, 2011

/s/ Darrell B. Lee

Darrell B. Lee

Chief Financial Officer