MOCO Mocon, Inc.

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 are headquartered in Minnesota and have operating locations in Minnesota, Denmark, and Colorado. We have offices and laboratories in Texas, Germany, France, Italy, Spain 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, Europe and China, and we use a network of independent sales representatives and distributors to market and service our products and services in most other foreign countries.

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

Products and Services

Package Testing Products and Services

We manufacture and sell three primary products in this group: headspace analyzers, leak detection equipment and gas mixers. Our headspace analyzer products are used to analyze the amount and type of gas present in the headspace of flexible and rigid packages, as applied to gas flushing in modified or controlled atmosphere packaging. The principal market for these products consists of packagers of foods, beverages and pharmaceuticals. Our headspace analyzer products include the PAC CHECK®, CheckMateTM and CheckPointTM series of off-line headspace analyzers and the MAP Check 3TM series of on-line analyzers for continuous and intermittent monitoring of Modified Atmosphere Packaging (MAP) and other gas flushing operations.

Our leak detection products detect leaks in sterile medical trays, food pouches, blister packs and a wide range of other sealed packages. We currently manufacture three types of leak detection instruments. The first type is a non-destructive leak detector that senses small amounts of carbon dioxide escaping from a package or tray. The second type of instrument detects leaks and checks for seal integrity by applying and measuring pressure within a package. The third type pulls a vacuum on a package and looks for vacuum or gas flow changes. The principal markets for these products are packagers of sterile medical items, pharmaceuticals and food products. Our leak detection products include the LeakMatic IITM and LeakPointer IITM series of instruments.

Our gas mixers are used in the food production environment to assure that the package has been properly flushed with the correct mixture of gases. Our gas mixer products include the MAP Mix Provectus and MAP Mix 9001 on-line instruments.

Permeation Products and Services

Our permeation products consist of systems and services that measure the rate at which various gases and vapors transmit through a variety of materials. These products perform measurements under precise temperature, pressure and relative humidity conditions. The principal market for these products consists of manufacturers of packaging materials, including manufacturers of papers, plastic films, coatings and containers and the users of such packaging materials, such as companies in the food, beverage, pharmaceutical and consumer product industries. Other customers include manufacturers of flat panel displays, solar panels, electronics, and many other sophisticated materials.

We also provide certain laboratory testing services to companies that have a need for permeation data. These services consist primarily of testing film and package permeation for companies that:

Permeation instruments that we currently manufacture include OX-TRAN® systems for oxygen transmission rates, PERMATRAN-W® systems for water vapor transmission rates, and PERMATRAN-C® systems for carbon dioxide transmission rates. 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. Our systems are available in a wide range of options for our customers, including high or low throughput, price, sensitivity and ease of use. They are primarily marketed to research and development departments, as well as production and quality assurance groups.

Industrial Analyzers Products and Services and Other

We manufacture and distribute advanced gas analysis and monitoring instrumentation used in applications such as oil and gas exploration, process and beverage gas analysis, industrial hygiene, safety, environmental air monitoring and indoor air quality.

In this group, we manufacture and sell two types of gas analyzer instruments: gas chromatographs (GCs) and total hydrocarbon analyzers (THAs). These instruments are typically installed in fixed locations at the monitoring sites and perform their functions of detecting and measuring various gases continually or at regular intervals. We also make miniaturized gas sensors and detectors which are sold to original equipment manufacturers (OEMs) of mobile gas safety equipment.

Our industrial analyzer products, sensors and detectors are for use in industrial hygiene (detection of hazardous gases in the workplace), hydrocarbon gas analysis for oil and gas exploration, contaminant detection in the manufacture of specialty gases, and environmental monitoring (tracking the release, or the presence, of toxic substances). Our newest GC offering measures trace levels of contaminants in beverage grade carbon dioxide which is used to carbonate soft drinks, beer and water.

We market some of these products under the names PetroAlert®, piD-TECH®, and BevAlert®.

Microbial Detection Products

Our microbial detection products are designed to rapidly detect microbial growth in food and beverage samples. Using the total viable count (TVC) method, our GreenLight® series of instruments perform rapid and precise measurements to determine the presence or absence of aerobic bacteria in food products or ingredients. There are two models of the GreenLight product line currently available; the Greenlight 930 and the Greenlight 910.

Comparison of Financial Results for the Three -Months Ended March 31, 2016 to March 31, 2015

Revenue

Total revenue for the three-months ended March 31, 2016 was $14.7 million, which is 4 percent lower compared to $15.4 million reported in the same period in 2015. The revenue decline is due to a decrease in revenue of 13 percent and 2 percent for the Permeation and Industrial Analyzers and Other segment, respectively, offset by continued growth of 4 percent for the quarter in the Package Testing segment.

Revenue to foreign customers for the three-months ended March 31, 2016 and 2015, respectively, amounted to 68 percent and 67 percent of total consolidated revenue.

The following table summarizes total revenue by reporting segments for the three-months ended March 31, 2016 and 2015 (expressed in thousands):

The following table sets forth the relationship between various components of domestic and foreign revenue for the three-months ended March 31, 2016 and March 31, 2015 (expressed in thousands):

Package Testing Products and Services – Revenue in our Package Testing segment increased 4 percent for the three-months ended March 31, 2016, compared to the same period in the prior year, and accounted for 48 percent and 44 percent of our consolidated first quarter revenue in 2016 and 2015, respectively. The increase is due to an increase in demand for our on-line and mixer products as compared to the prior year period. Revenue from foreign destinations comprised 76 percent and 74 percent of total revenue in this segment for the three-months ended March 31, 2016 and March 31, 2015, respectively.

Permeation Testing Products and Services – Revenue in our Permeation segment decreased 13 percent for the three-months ended March 31, 2016 compared to the same period in the prior year, and accounted for 36 percent and 40 percent of our consolidated first quarter revenue in 2016 and 2015, respectively. The decrease in the current period is largely attributable to decreased sales in the domestic markets for instrumentation and a decline in consulting service revenue. In addition, we believe the decline was driven by the sales force realignment as we combined our sales and marketing teams for Permeation and Package Testing as announced during the fourth quarter of 2015.  Foreign revenue comprised 71 percent and 64 percent of the shipments in this segment in the first quarter of 2016 and 2015, respectively.

Industrial Analyzers Products and Services and Other – Revenue in our Industrial Analyzers and Other segment, which accounted for 16 percent for both of our consolidated first quarter revenue in 2016 and 2015, decreased 2 percent during the first quarter 2016 when compared to the same period in 2015. Revenue in this segment is comprised mainly of instruments, sensors and services provided by our Industrial Analyzer products. The decline in revenue for the three month period ended March 31, 2016 compared to the prior year period was due to the continued declines in the oil and gas exploration markets. The declines experienced from the oil and gas exploration markets was offset by an increase in revenue of approximately $0.5 million from our OEM sensor and detectors, which are primarily used in environmental monitoring and worker safety applications , which impacted the domestic and foreign revenue mix.  Revenue to foreign destinations comprised 40 percent and 57 percent of total revenue in this segment for the three-months ended March 31, 2016 and 2015, respectively.

Gross Profit

For both the three-months ended March 31, 2016 and 2015, the consolidated gross profit margins were 55 percent. The gross profit as a percentage of revenue for our Package Testing segment increased by four percentage points to 58 percent in the current quarter, compared to 54 percent in the prior year quarter, due to an  increased volume and organizational changes as part of our process improvement initiatives.  The gross profit as a percentage of revenue in the Permeation segment decreased to 57 percent from 59 percent as compared to the prior year quarter due to a decline in the volume of consulting revenue of which is supported primarily by a fixed cost structure. Gross profit as a percentage of revenue for the Industrial Analyzers and Other segment for the current quarter declined by five percentage points to 44 percent compared to 49 percent in the prior year quarter, due to an increase in the volume of OEM sensor and detector related revenue which are lower margin products than instruments.

We expect future gross profit percentages to fluctuate depending on the mix of product, service and consulting revenue and the impact of foreign currency fluctuations.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses were $6.1 million, or approximately 42 percent of consolidated revenue, in the three-months ended March 31, 2016, compared to $6.3 million, or approximately 41 percent of consolidated revenue, in the same period of 2015. The dollar decrease in the current quarter was primarily related to cost reductions from our previously announced Realignment Plan which were offset in part by increased professional fees, new hires made throughout April to December 2015, and accrued severance.

Research and Development Expenses

Research and development (R&D) expenses were $1.2 million, or 8 percent of consolidated revenue in the first quarter 2016, compared to $1.1 million, or 7 percent of revenue in the same period of 2015. The spending levels described above are within our planned level of spending which we project to be between 6 percent and 8 percent of revenue each year.

The three months ended March 31, 2015 foreign currency exchange gain of $278,000 was primarily a result of the timing of payments made in foreign currencies during the first quarter of 2015 for payables incurred prior to the strengthening of the U.S. dollar.  During 2016, foreign currency exchange rates have not experienced significant fluctuations as compared to 2015.

Income Tax Expense

Our provision for income tax expense was 33 percent and 35 percent of income before income taxes for the three months ended March 31, 2016 and 2015, respectively. The rates in the three-months of 2016 and 2015 were lower than the statutory rate due primarily to the effect of foreign operations where tax rates tend to be lower, the domestic manufacturing deduction and the research credit. The decrease in the effective tax rate for 2016 as compared to 2015 is primarily due to permanent enactment of the research and development credit whereas previously the related tax credit was not in the effective tax rate until enacted later in the year.

Based on current projected annual operating results, current income tax rates, and current legislation, we expect the effective tax rate for the remainder of 2016 to be consistent with our experience in the first three-months. The overall effective tax rate may fluctuate over time based on the income tax rates in the various jurisdictions in which we operate, and also the level of pre-tax profits in each of these jurisdictions.

Operating Income and Net Income

Operating income was $763,000 million in the first quarter 2016 compared to $1.1 million in the first quarter of 2015. The decline in the three-month periods is primarily due to the decline in gross profit contribution as discussed above.

Net income was approximately $488,000 in the first quarter 2016, compared to a net income of approximately $908,000 in the first quarter 2015. Diluted net income per share was $0.08 and $0.16 in the three-months ended March 31, 2016 and March 31, 2015, respectively.

Liquidity and Capital Resources

Total cash and cash equivalents decreased $382,000 to $6.0 million during the three-months ended March 31, 2016, compared to $6.3 million at December 31, 2015. Of the March 31, 2016 balance, $5.5 million was held outside of the United States. The year-to-date decrease in cash and cash equivalents was primarily due to dividend payments of $637,000 and purchases of property, plant and equipment totaling $137,000, and payments related to the Realignment Plan of $508,000, offset by cash provided from operations of approximately $93,000. Of the $10.0 million available, we had $2.9 million and $2.8 million, respectively, outstanding on the revolving lines of credit as of March 31, 2016 and December 31, 2015. The U.S. revolving line of credit accrues interest at 1.50 percent over the one-month LIBOR rate, which totaled 1.94 percent at March 31, 2016. The revolving line of credit related to our U.S. borrowings are due on August 26, 2018, and we are subject to certain financial and restrictive covenants.

Our working capital, current assets minus current liabilities, increased by $752,000 to $15.8 million compared to $15.1 million as of March 31, 2016 and December 31, 2015, respectively. Our cash and cash equivalents balance was positively impacted during the three-months ended March 31, 2015 by approximately $205,000 due to the currency rate fluctuations.

One of our strategic objectives is, as market and business conditions warrant, to consider acquisitions of, or investments in, businesses, products and/or technologies. If we wish to pursue one or more additional acquisition opportunities, this may require the consent of the Bank under the credit agreement we have executed, and we may need to fund such activities with a portion of our cash balances and debt 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 additional restrictive covenants that could limit our operational flexibility and higher interest expense could dilute earnings per share.

We may invest a 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.

A significant amount of our earnings are generated outside of the U.S.A. and are indefinitely reinvested in non-U.S.A. subsidiaries, resulting in the majority of our cash being held outside the U.S.A. which are available for use by our non-U.S.A. operations. If these funds were repatriated to the U.S.A. or used for U.S.A. operations, the amounts would be subject to U.S.A. tax. Therefore, as we continue to accumulate earnings outside of the U.S.A, we intend to use the cash generated from U.S.A operations as well as borrowings to meet our U.S.A. cash needs. Should we require more capital in the U.S.A. than is generated by our U.S.A. operations, we could elect to repatriate earnings from our non-U.S.A. subsidiaries, seek additional borrowing capacity or to raise additional capital in the U.S.A. These alternatives could result in higher effective income tax rates, additional interest expense or other dilution of our earnings.

Cash Flow

Cash Flow from Operating Activities

Our primary source of funds has historically been cash provided by operating activities. In the first three-months of 2016, cash provided by operations totaled approximately $93,000, due primarily to net income of $488,000, adjusted by non-cash depreciation and amortization of $689,000, and a decrease in inventory of $165,000 and an increase in accounts payable of $399,000 which was offset by an increase in accounts receivable of $1.2 million, a decrease in accrued compensation of $966,000 due primarily to severance and annual bonus payments.

In the first three-months of 2015, cash provided by operations totaled approximately $794,000, due primarily to net income of $908,000, non-cash depreciation and amortization of $605,000, an increase in deferred revenue of $890,000, and an decrease in accounts payable of $1.3 million. These changes in cash from operating activities were partially offset from a decrease in inventories of $441,000, and a reduction in accounts receivable of $209,000.

Cash Flow from Investing Activities

Cash used in investing activities totaled approximately $102,000 in the first three-months of 2016 due primarily to the purchase of property, plant and equipment and intangible assets totaling $137,000.

Cash used in investing activities totaled approximately $501,000 in the first three-months of 2015 due primarily to the purchase of property, plant and equipment and intangible assets totaling $458,000.

Cash Flow from Financing Activities 

Cash used in financing activities in the first three-months of 2016 totaled approximately $578,000 due primarily to dividends paid of $637,000 offset by the payments less proceeds for the line of credit of $41,000.

Cash used in financing activities in the first three-months of 2015 totaled approximately $772,000 due primarily to a reduction of our term notes payable of $232,000 and dividends paid of $632,000. These uses of cash were partially offset by the proceeds received from stock option exercises of $106,000.

Although we have repurchased shares of our common stock in the past, we currently are not authorized by our Board of Directors to make repurchases of our common stock. Under the credit agreement with the Bank, we are able to purchase up to $2.0 million in shares of our common stock without the Bank’s approval.

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.

Recently Issued Accounting Guidance

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We are currently evaluating the impact of this guidance on our results of operations and financial position.

Inventory – Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU 2015-11, Inventory – Simplifying the Measurement of Inventory. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. We are currently evaluating the impact of this guidance on our results of operations and financial position.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The new guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption of the update is permitted. We are currently evaluating the impact of this guidance on our results of operations and financial position.

Stock Compensation

In March 2016, The FASB issued ASU 2016-09, Compensation-Stock Compensation. ASU 2016-09 is in an effort to reduce cost and complexity and improve the accounting for share-based payment awards issued to employees for public and private companies. The new guidance is effective for interim and annual periods beginning after December 15, 2016. Early adoption of the update is permitted. We are currently evaluating the impact of this guidance on our results of operations and financial position.

Critical Accounting Policies

Our most critical accounting policies, which are those that require significant judgment, include policies related to revenue recognition, allowance for doubtful accounts, accrual for excess and obsolete inventories, recoverability of long-lived assets, goodwill and income taxes. An in-depth description of these can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Management has not changed the method of calculating and using estimates and assumptions in preparing our condensed consolidated financial statements in accordance with generally accepted accounting principles. There have been no changes in the policies for our accounting estimates for the quarter ended March 31, 2016.

Forward-Looking Statements

This report contains forward-looking statements that involve future events, our future performance and our future operations and actions. In some cases you can identify forward-looking statements by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. 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.”

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.